Form 10-S: SEC Proposes Optional Semiannual Reporting

In under a minute

• On May 5, 2026, the SEC issued a proposal that would allow companies to elect semiannual reporting.
• Public companies would make a semiannual reporting election annually through a new checkbox on the cover page of Form 10-K or a registration statement for newly public companies.
• The semiannual Form 10-S content and filing deadline would mirror Form 10-Q requirements (40 or 45 days after the end of the first six-month period, depending on filer status).
• The proposal generally would not change Form 8-K requirements or the ability to voluntarily issue quarterly earnings releases.
• Comments on the proposal are due July 6, 2026.

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Background

Quarterly reporting has been a familiar part of the public company reporting framework for decades. Today, most domestic Exchange Act reporting companies file three quarterly reports on Form 10-Q each year, with fourth-quarter results included in the annual report on Form 10-K. The SEC’s May 5, 2026, proposal would allow a company to decide whether quarterly or semiannual reporting is a better fit for its circumstances. The proposal identifies several reasons a company might prefer semiannual reporting, including the cost and effort involved in preparing quarterly reports, the company’s stage of development, and the information needs of investors. Potential benefits of less frequent reporting cited in the proposal include a reduction in short-term pressures on management and more focus on long-term strategy. The proposal also acknowledges potential trade-offs. If adopted, the proposal could result in investors receiving certain required interim information later than they do under current requirements. It also could reduce comparability among registrants if some companies continue reporting quarterly while others report semiannually, and it could increase the length of time that corporate insiders have material nonpublic information.

Opting into semiannual reporting

Exchange Act companies

Under the proposed amendments, a company would use a new checkbox on the cover of Form 10-K to make an annual election to use semiannual reporting instead of quarterly reporting. A company making this election will file one Form 10-S covering the first six months of its fiscal year, followed by its annual report on Form 10-K, which includes the second six-month period. A company that does not make the election would continue to report quarterly on Form 10-Q.

The election to report semiannually would apply for the entire fiscal year. A company would not be permitted to switch between quarterly and semiannual reporting during the year, although the proposal includes a correction procedure for an inadvertent Form 10-K checkbox error.

Crowe observation: The proposal could reduce the number of required interim SEC filings, but registrants should evaluate whether other reporting requirements or stakeholder expectations still might result in some form of quarterly reporting such as lender reporting, regulatory filings (for example, bank call reports), earnings releases, or investor communications. In addition, a company switching from semiannual to quarterly reporting would need to comply with Form 10-Q, which includes preparing prior year comparable quarterly financial statements, even though it previously reported on a semiannual basis.

Registration statements

Companies that have not yet filed Exchange Act reports, such as private companies conducting IPOs, would make their initial election in a checkbox on the applicable registration statement, including Securities Act Forms S-1, S-3, S-4, and S-11 and Exchange Act Form 10. The election would affect the interim financial statements required in the registration statement and the timing of the company’s first Form 10-S after it becomes subject to Exchange Act reporting.

Form 10-S

A company that elects semiannual reporting will file a new Form 10‑S, which requires substantially the same information currently required in Form 10‑Q, adapted to reflect a six‑month reporting period.

Crowe observation: Commissioner Hester Peirce released a statement in conjunction with the rule proposal that asks stakeholders to consider whether the SEC should adjust reporting burdens in addition to reporting frequency and, if so, whether that should be part of this rule proposal or part of other commission rulemaking.

Consistent with the existing Form 10‑Q framework, the financial statements included in Form 10‑S would be unaudited but subject to review by an independent public accountant. The filing deadline for Form 10‑S also would align with current Form 10‑Q deadlines and would be due within 40 or 45 days after the end of the first six‑month period, depending on the company’s filer status. 

Crowe observation: The proposed semiannual framework would not affect registrants’ current reporting obligations on Form 8-K. A company would continue to report specified material events on Form 8-K, which provides a mechanism for timely disclosure of certain significant developments occurring between periodic reports. Moreover, a company electing semiannual reporting still could opt to release quarterly earnings.

Regulation S-X amendments

The proposal includes various amendments to Regulation S-X because the existing financial statement requirements are based primarily on a quarterly reporting cycle. An important proposed amendment affects the age of interim financial statements in a registration or proxy statement. Under the proposal, registrants no longer would apply the current 130- or 135-day age test. Rather, a registrant would assess whether financial statements for the most recently completed quarterly or semiannual period have been filed or were required to have been filed at the effective date of the registration statement or the proposed mailing date of a proxy statement.

What’s next

Comments on the proposal are due July 6, 2026.

Crowe observation: The SEC encourages all stakeholders to be involved in the comment process, and several questions in the proposal are specific to preparers. Among other topics, questions for preparers include whether semiannual reporting would:

• Take more time than quarterly reporting

• Affect a company’s decision to go public or raise capital

• Allow management to spend more time focused on strategy, growth, and business operations

• Influence a company’s earnings release cadence or how quickly an earnings release is issued

• Modify a company’s insider trading policies or procedures

• Change how a company applies GAAP

• Affect a company’s disclosure controls and procedures or internal control over financial reporting