SEC Proposes Letting Public Companies File Semiannual 10-S Instead of Quarterly 10-Qs

The Securities and Exchange Commission on Tuesday proposed giving U.S. public companies the option to stop filing quarterly reports and instead submit a single semiannual report, the most consequential proposed change to the country’s corporate disclosure cadence since quarterly reporting became standard in 1970.

In practical terms, the proposal would let companies that now file Form 10-Q choose a different interim reporting regime. If they opt in, they would file one new Form 10-S covering the first half of the fiscal year and one annual Form 10-K, rather than filing quarterly Form 10-Qs throughout the year. The proposal would apply to Exchange Act reporting companies and would amend the SEC rules that currently require quarterly reports.

Under the proposal, a Form 10-S would be due 40 or 45 days after the end of the first semiannual period, depending on the company’s filer status. The financial statements in the new form would have to be prepared under U.S. generally accepted accounting principles, or GAAP, and reviewed by an auditor, though they would not need to be fully audited. Companies would elect the semiannual option by checking a box on the cover of a Form 10-K, certain Securities Act registration statements or Form 10, depending on the company’s status.

The SEC said its economic analysis estimates that about 5,976 Exchange Act reporting companies would be affected by the proposal. If eligible companies chose the option, the agency projects the change would reduce the number of Form 10-Q filings by about 3,585 per year, a significant drop in the volume of standardized interim disclosures investors now receive.

The proposal also squarely addresses the investor-transparency tradeoff that comes with less frequent periodic reporting. Form 8-K, the current report companies use to disclose major events between periodic filings, would remain part of the system for semiannual reporters. But the SEC specifically asked whether earnings releases submitted under Item 2.02 of Form 8-K should be filed, rather than merely furnished, for companies that choose semiannual reporting — a distinction that would give those disclosures different legal status.

Quarterly reporting has been the baseline in the United States for more than five decades. The SEC adopted mandatory Form 10-Q reporting in 1970, making Tuesday’s proposal a notable break from a long-standing disclosure framework. The move follows a Sept. 30, 2025, rulemaking petition from the Long-Term Stock Exchange, which asked the SEC to permit semiannual comprehensive reporting while keeping Form 8-K in place for timely disclosure of material events.

Beyond creating Form 10-S, the SEC is proposing amendments to Exchange Act Rules 13a-13 and 15d-13, changes to Regulation S-X and related technical revisions to other rules and forms that assume quarterly reporting. The agency said the aim is to give companies flexibility while preserving a framework for interim financial disclosure.

“Public companies have an obligation under the federal securities laws to provide information that is material to investors,” SEC Chairman Paul S. Atkins said in the agency’s press release. “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.”

The proposal is not yet final and does not change any reporting requirements unless the SEC later adopts final amendments. Public comments will be accepted for 60 days after the proposal is published in the Federal Register, after which the agency could revise the measure and later vote on whether to adopt it.