SEC Proposes Optional Semiannual Reporting for Public Companies

In a recent article published by Thomson Reuters, the Securities and Exchange Commission’s proposed shift to optional semiannual reporting is explored, including insight from Ro Sokhi, a partner at UHY LLP.

The Securities and Exchange Commission (SEC) on May 5, 2026, issued a rule proposal that would give public companies the option to provide semiannual reports.

The proposal was expected as SEC Chairman Paul Atkins had made it a priority and placed the project on the commission’s fast-track rulemaking agenda last year as part of his goal to “make IPOs great again.” It is also in response to President Trump’s personal recommendation in September 2025 that the SEC revise the reporting rules so that public companies would not be required to report on a quarterly basis.

“The flexibility provided under proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors,” the SEC said.

The proposed rule, if adopted, would allow companies to choose to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. Thus, the companies that choose semiannual reporting would file two reports—one semiannual and one annual report. Those that choose to remain in the current system would continue to file three quarterly reports and one annual report.

“Public companies have an obligation under the federal securities laws to provide information that is material to investors,” SEC Chairman Paul Atkins said in a statement. “Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.”

In particular, under the proposal, the filing deadline for Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the fiscal year’s first semiannual period end.

Today, large accelerated filers and accelerated filers must file Form 10-Q within 40 days after the end of a fiscal quarter, and all other reporting companies must file Form 10-Q within 45 days after the end of a fiscal quarter.

Since this would be an optional reporting frequency, the SEC would require companies to make the election to become semiannual filers by checking a box on the cover page of the annual report on Form 10-K.

The proposal would require companies that elect to file semiannually to continue with that chosen frequency for the rest of the fiscal year in which the election was made, according to proposing Release No. Release Nos. 33-11414, Semiannual Reporting.

Thus, companies would not be able to file a semiannual report on Form 10-S for the first six months of a fiscal year and then file a quarterly report for the third quarter for that fiscal year. Likewise, companies would not be allowed to file a quarterly report for the first quarter of a fiscal year, file a semiannual report on Form 10-S for the first six months for that fiscal year, and then not file a quarterly report on Form 10-Q for the third fiscal quarter.

The financial statements for semiannual reporting would also need to be presented in U.S. GAAP and reviewed by an auditor but would not be required to be audited.

The proposal would also revise Regulation S-X to reflect the optional semiannual reporting frequency.

For example, the proposal would revise the requirements regarding the age of financial statements to make sure that semiannual filers’ financials are not considered “stale.” It would also simplify the rules governing the age of financial statements and consolidating these requirements into a single rule.

When President Trump recommended semiannual reporting to the SEC, he framed it as a way to reduce compliance burdens.

“This will save money, and allow managers to focus on properly running their companies. Did you ever hear the statement that, ‘China has a 50 to 100 year view on management of a company, whereas we run our companies on a quarterly  basis???’ Not good!!!” President Trump wrote in Truth Social last year.

Mixed Reactions

The Investment Company Institute (ICI) said that it agrees with President Trump and SEC Chairman Atkins that regulators should continue to evaluate ways to streamline the initial public offering process and help to make the public markets attractive.

“ICI members care deeply about the quality of the information they receive. This is more important than the frequency of reports,” the association said. “As the SEC considers potential changes to the current quarterly reporting requirements for public companies, it is important to strike a balance between reducing unnecessary compliance burdens and preserving the quality disclosure framework that underpins investor confidence and effective price discovery.”

Not everyone believes semiannual reporting will be good for capital markets, however.

“While a semi-annual cadence may offer cost savings and reduced short-term pressures, the U.S. capital markets are the most capitalized in the world precisely because of frequent reporting,” said Ro Sokhi, a partner with UHY LLP. “Quarterly disclosures help maintain market liquidity and avoid sudden market shocks.”

Read the full article published by Thomson Reuters.