Vinson & Elkins: Two Good to Be True? The SEC Proposes Optional Semiannual Reporting

: Robert L. Kimball, Senior Partner

: Katherine Terrell Frank, Partner

: Alex Bahn, Partner

: Jon Solorzano, Partner

: Alexandra M. Lewis, Counsel

: Chloe Schmergel, Senior Associate

: Josh Rutenberg, Associate

: Randy Thomas, Associate

: Matt Turk, Associate

By Robert L. Kimball, Katherine Terrell Frank, Alex Bahn, Jon Solorzano, Alexandra M. Lewis, Chloe Schmergel, Josh Rutenberg, Randy Thomas, and Matt Turk

On May 5, 2026, the SEC proposed to provide public companies the option of filing interim reports semiannually on new Form 10-S instead of quarterly on Form 10-Q. The proposal would amend Rules 13a-13 and 15d-13, which currently require quarterly reporting, create new Form 10-S for a six-month reporting period, conform financial statement requirements in Securities Act and Exchange Act filings, and make other related amendments.

Companies electing to report semiannually would be required to disclose that choice by checking a box on the cover page of their annual report on Form 10-K, Securities Act registration statements, or Exchange Act registration statements on Form 10. As proposed, a company’s decision to report semiannually or quarterly would be made annually and may not be changed until the next annual report on Form 10-K is filed.

Proposed new Form 10-S would largely mirror existing Form 10-Q but cover a fiscal six-month period rather than a fiscal quarter. In Form 10-S, companies would provide:

The same narrative and financial disclosure as the current Form 10-Q for the six-month reporting period; and
Financial statements for the six-month period prepared in accordance with U.S. generally accepted accounting principles and reviewed (but not required to be audited) by an auditor.

The deadline for filing a Form 10-S would be 40 or 45 calendar days (depending on the company’s filer status) after the end of the reporting period (the first six months of the fiscal year).

The proposal would amend Regulation S-X to revise the financial statement requirements for periodic reports, registration statements, and proxy statements to reflect the new semiannual reporting option, including amending and simplifying requirements relating to the age of financial statements. As proposed, the financial statements in registration statements filed by semiannual filers would not be considered “stale,” as would be the case under existing rules that contemplate quarterly filings. The proposal would also consolidate the rules about the permitted age of financial statements into one rule. The shift to less frequent reporting requirements could potentially alleviate the burden on smaller companies—particularly on those considering going public.

The SEC emphasized in the proposing release that semiannual reporting would be permissive rather than mandatory and that companies could continue reporting quarterly on Form 10-Q if that best serves the company and its investors. The SEC also noted that the proposed amendments would not alter the current regulatory requirements governing earnings releases (other than technical amendments) or earnings guidance practices. Companies electing semiannual reporting would still be subject to the current reporting obligations of Form 8-K and disclosure requirements of Regulation FD. Accordingly, companies electing semiannual reporting that nevertheless continue to issue quarterly earnings information in press releases or otherwise would still need to furnish that information in an Item 2.02 Form 8-K.

In essence, the SEC is proposing to allow for a private ordering of earnings reporting frequency between quarterly and semiannually. Pre-revenue companies, such as early-stage life sciences companies, may find semiannual reporting to be more appropriate based on their business and investor base. Nevertheless, many companies may choose to continue quarterly reporting for several reasons, including market and shareholder expectations, capital raising needs, and insider transactions and investor communication considerations. Companies should therefore engage with their significant shareholders to initially determine which reporting cadence is right for them and should maintain that engagement to determine whether or when to shift to a different cadence.

The SEC’s proposal follows longstanding calls for semiannual reporting in the United States. Recently, President Trump renewed¹ his call for semiannual reporting, SEC Chairman Atkins signaled support and pledged to “fast-track” a proposal, the Long-Term Stock Exchange filed a formal petition with the SEC seeking to allow semiannual reporting, and Nasdaq advocated for a semiannual reporting option.

The proposal also dovetails with similar permissive semiannual reporting regimes abroad. The European Union and the United Kingdom rolled back quarterly reporting requirements to semiannual reporting in 2013 and 2014, respectively. Australia also has a semiannual reporting regime. In March 2026, Canada launched a voluntary, semiannual reporting pilot project allowing smaller venture issuers to report financial results twice a year instead of quarterly. The reporting experience in other jurisdictions can shed light on how U.S. markets may react to a semiannual reporting rule, if adopted. For instance, UK companies overwhelmingly report semiannually. Companies in the EU divide roughly evenly between those engaged in voluntary quarterly reporting and semiannual reporting. Nevertheless, semiannual reporters in the UK, the EU and Australia often issue press releases with quarterly earnings information, although the information is shorter and less comprehensive than what is required for their semiannual reports. Company size is generally correlated to reporting frequency, with smaller cap companies being much more likely to stick to a semiannual reporting cadence and larger companies providing some form of quarterly earnings information.

While the SEC’s proposal is considered, quarterly reporting obligations remain in effect. Additionally, any final rules may differ from the proposal, including incorporating further amendments to the reporting requirements of Form 10-Q. In a statement on the proposed amendments, Commissioner Hester Peirce noted that slimming down Form 10-Q, rather than making it optional, could be helpful in alleviating reporting burdens on public companies.

The comment period will be open for 60 days after the publication of the proposed amendments in the Federal Register. Companies should consult their legal advisors, shareholder engagement teams, and significant shareholders in determining whether a semiannual reporting cadence could be right for their business and investors. V&E will continue monitoring these developments.

¹President Trump’s first administration asked the SEC to consider semiannual reporting. The SEC issued a request for comment on earnings releases and quarterly reports, but feedback was mixed. The SEC ultimately did not issue a rulemaking proposal, and the Biden Administration formally withdrew the initiative in 2021.

READ MORE