Redefining the SEC compliance reporting cadence: Inside the SEC’s Semiannual Reporting proposal

In May 2026, the SEC unveiled three new proposed rules that could dramatically transform the current SEC reporting cadence. The proposals are designed to

1. Ease the compliance burden and costs for public companies
2. Improve the offering process
3. Encourage more companies to go and remain public

Semiannual Reporting

The first proposal, Semiannual Reporting, would make quarterly reporting optional for issuers. Currently, the SEC requires all public companies to report their financial performance on a quarterly basis by filing a 10-Q.

Highlights of the proposal

1. The SEC would create a new EDGAR form type, Form 10-S (semiannual), for filers who elect to report every six months.
2. 10-S filings would be similar to 10-Q filings in both narrative and financial disclosures, except covering a six-month period.
3. XBRL tagging would be required in 10-S reports for the cover, financial statements and any quarterly Insider Trading disclosures.
4. A new cover checkbox would be added to several Form covers for filers to indicate their reporting interval:
   • Existing companies who choose semiannually reporting would check the box on their 10-K cover.
   • Existing companies who choose to continue with quarterly reporting would not check the box on their 10-K cover.
   • New public companies would indicate if they are reporting semiannually by checking the box or are reporting quarterly by not checking the box on Forms S-1, S-3, S-4 and S-11, and Form 10.
5. It is critical for companies to check the box correctly. The SEC requires companies to select their reporting interval annually. It cannot be changed until the next reporting year. If a semiannual filer fails to check the box on their 10-K, then the SEC would require them to file a 10-K amendment (i.e., 10-K/A) to correct it.
6. Companies who choose to report semiannually will file one annual report on Form 10-K and one semiannual report on Form 10-S, which would cover the first fiscal half-year.
7. Semiannual reports on Form 10-S would be due 40 or 45 days after the end of reporting period, depending on the filer’s status.

Reasons companies may consider a different reporting cadence

SEC reporting companies range in size, scope and by business sector. A one size fits all filing regime may not work for all. In a recent speech on encouraging IPOs and streamlining the IPO process, SEC Chair Atkins said “Shortly after I left the SEC as a staff member in the mid-1990s, more than 7,800 companies were listed on the U.S. securities exchanges. When I returned as Chairman a year ago, that number had fallen by roughly 40 percent.” There are many potential reasons for the decrease in public companies, including options for private companies to raise capital before going public. The SEC wants to provide companies with the option to report every six months, which may reduce their reporting costs and administrative burden from preparing quarterly reports.

As the SEC observes in the proposal: “Providing such regulatory flexibility could reduce the regulatory burden of being a reporting company, which could potentially influence a company’s decision to become or remain a reporting company and encourage more companies to go or remain public.” There are many factors that may influence whether a company selects quarterly or semiannual reporting. Some companies are more focused on short term growth and results (“short termism”) while others are more focused on the long term. As the SEC indicates in the proposal, both retail investors and professional financial analysts rely on quarterly financial data for their investment research. This market focus may encourage some issuers to remain with a quarterly cadence.

Potential timing

The SEC has requested public comment on the proposed rule by July 6, 2026. If the final rule is adopted and becomes effective in late 2026, then a 12/31 fiscal year end public company who chooses semiannual reporting would file their 10-K annual report in February/March 2027 and their first 10-S semiannual report in August 2027.

How Toppan Merrill can help

Toppan Merrill is here to help you comply with the ever-changing landscape of SEC disclosure requirements. Contact us at [email protected] or by calling 800.688.4400 to speak with one of our dedicated SEC Reporting experts.

Stay tuned for my blog on the SEC’s proposal to modify the filer statuses and expand Emerging Growth Company benefits to more filers.