From 10-Q to 10-S: The SEC’s New Option for Semiannual Reporting

On May 5, 2026, the Securities and Exchange Commission proposed amendments that would allow all Exchange Act reporting companies currently required to file quarterly reports on Form 10-Q to elect instead to file a single semiannual report on new Form 10-S.¹ The proposal is framed as providing reporting flexibility that could reduce compliance costs and encourage more companies to go and remain public.² If adopted, companies electing to file semiannual reports would file one Form 10-S and one Form 10-K per fiscal year, rather than three Form 10-Qs and one Form 10-K. The proposal does not mandate semiannual reporting, and quarterly reporting remains the default for companies that do not affirmatively opt in.

Introduction and Background

The SEC’s quarterly reporting regime has been in place since 1970, when Form 10-Q replaced the semiannual reporting on Form 9-K that had been required since 1955.³ Over the years, the Commission has periodically reassessed whether quarterly reporting remains the optimal interim disclosure framework for all public companies. Most recently, in September 2025, President Trump called for changes to permit companies to report on a six-month basis rather than quarterly, citing concerns about short-termism and the costs of quarterly compliance.⁴

The proposing release emphasizes that the current one-size-fits-all quarterly cadence may not serve all companies optimally. The SEC notes that potential benefits of optional semiannual reporting include reduced compliance costs, less distraction from day-to-day business operations, reallocation of management attention from interim reporting to company strategy, and additional time for product development. Emerging growth companies and smaller reporting companies, in particular, may value having the flexibility to select the interim reporting requirement most appropriate for them and their investors.

How it Works

Election Mechanism

A company would elect semiannual reporting by checking a box on the cover page of its annual report on Form 10-K. If the box is not checked, the company defaults to quarterly reporting for the following fiscal year.⁵ The election is made on an annual basis and may not be changed mid-fiscal-year.⁶

Newly public companies would make their initial election by checking the box on the cover page of their initial registration statement (Forms S-1, S-3, S-4, S-11, or Form 10). Companies in registration may change their election until the registration statement becomes effective; after that, changes can only be made on the next Form 10-K.⁷

If a company inadvertently checks or fails to check the semiannual reporting box, it may correct the error by filing an amendment to Form 10-K as soon as practicable after discovery, but no later than the due date for the company’s first Form 10-Q for the relevant fiscal year.⁸

New Form 10-S: Substantive Requirements

Form 10-S would require the same narrative disclosures and financial information as Form 10-Q, adjusted to cover a six-month period rather than a fiscal quarter.⁹ Financial statements would be required to be prepared in accordance with U.S. GAAP, reviewed (but not audited) by an independent public accountant. Scaled disclosure would remain available to smaller reporting companies on Form 10-S, as with Form 10-Q.

Filing Deadlines

The filing deadline for Form 10-S mirrors the current Form 10-Q deadline:

• 40 days after the end of the first semiannual period for large accelerated filers and accelerated filers
• 45 days after the end of the first semiannual period for all other registrants

Risks and Practical Considerations

Although the proposal offers meaningful flexibility, public company boards and management teams should carefully evaluate a number of strategic, operational, and legal considerations before electing semiannual reporting.

Market Expectations and Investor Relations

The SEC’s own economic analysis acknowledges that many issuers may continue quarterly reporting because of investor, contractual, or regulatory expectations—or simply because they view more frequent reporting as supporting liquidity, valuation, and access to capital. The experience of foreign private issuers is instructive: although Foreign Private Issuers are not subject to Form 10-Q requirements, many voluntarily provide quarterly updates where home-country rules or market expectations call for them. Institutional investors, analysts, proxy advisory firms, and credit rating agencies may push back on a six-month gap in formal reporting, and companies that forgo quarterly disclosure could face reduced analyst coverage or heightened activism risk from shareholders who view quarterly reporting as a governance best practice.

Insider Trading and Blackout Periods

Because Form 10-Q is the principal vehicle for disclosing material developments not otherwise reported on Form 8-K, moving to Form 10-S will leave longer intervals during which undisclosed information may constitute material nonpublic information—potentially lengthening blackout windows and quiet periods. Companies may need to assess whether Rule 10b5-1 trading plans become more prevalent or whether to take a more permissive or conservative approach when pre-clearing trades. In practice, semiannual filers may find it necessary to make voluntary disclosures, such as additional earnings releases or voluntary Form 8-K filings, specifically to clear accumulated MNPI and reopen trading windows for insiders.

Capital Markets Access

staleness issues all become trickier to navigate. If capital markets access is on the horizon, consider voluntary quarterly reviews can preserve continuous auditor review coverage to support negative assurances in comfort letters.

Contractual and Regulatory Constraints

Debt covenants, lending agreements, and creditor contracts often mandate quarterly financials—and so might vendor, JV, or customer deals. Before opting for semiannual reporting, dig into your existing obligations to make sure the switch actually works and, if not, engage with your counterparties to determine whether amendments may be feasible.

Executive Compensation

Companies may need to evaluate the impact of semiannual reporting on quarterly metrics and incentive programs, equity grant timing, vesting triggers, and compensation benchmarking.

Recommended Next Steps

Although final rulemaking remains at least several months away, the following steps are advisable now:

• Evaluate cost-benefit tradeoffs. Assess the actual compliance cost savings of eliminating Form 10-Q relative to the costs of continuing to prepare quarterly earnings releases, quarterly financial information for debt covenants, and quarterly internal controls testing.

• Review contractual obligations. Audit existing credit agreements, indentures, joint venture agreements, and other instruments for provisions referencing quarterly financial statements or Form 10-Q filings, and assess whether amendments or waivers would be required.

• Engage the board and audit committee. Begin board-level discussions about preferred reporting cadence, considering investor relations strategy, governance reputation, and operational needs.

• Assess insider trading and trading window impacts. Model the effect on blackout periods, Rule 10b5-1 plan timing, and equity award vesting under a semiannual reporting regime.

• Evaluate capital markets readiness. Determine whether the company anticipates accessing the capital markets in ways that depend on current quarterly financial information, including at-the-market offerings or shelf registrations.

• Consult with auditors. Discuss whether to maintain voluntary quarterly reviews even under a semiannual reporting election, particularly for purposes of comfort letter availability and internal controls assurance.

• Monitor peer and industry developments. Track whether competitors and industry peers plan to elect semiannual reporting, as first-mover or laggard positioning may have signaling effects with investors and analysts.

• Consider submitting a comment letter. The 60-day comment period represents an opportunity for companies and industry groups to influence the final rule’s terms. The SEC has specified July 6, 2026, as the comment deadline.

We will continue to monitor developments as the proposal progresses through the rulemaking process and will issue further updates as warranted. Please contact any member of our Securities and Corporate Finance practice to discuss the implications of this proposal for your company.

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¹ SEC Proposal.
² Statement on Proposing Release for Semiannual Reporting.
³ SEC 21st Annual Report.
⁴ Reuters.
⁵ SEC Proposal.
⁶ SEC Proposal.
⁷ SEC Proposal.
⁸ SEC Proposal.
⁹ SEC Proposal.