On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments that would, for the first time in over fifty years, allow U.S. public companies to file interim reports on a semiannual basis rather than quarterly. The proposal, issued as Release No. 33-11414, also responds to President Trump’s September 2025 recommendation that the SEC revise reporting rules so public companies would not be required to report on a quarterly basis.

The U.S. is among the few major markets that currently require quarterly reporting; the EU, UK, and Australia require only semiannual filings, and foreign private issuers listed on U.S. exchanges are already permitted to report on a semiannual basis. SEC Chairman Paul Atkins framed the initiative as part of his “Make IPOs Great Again” agenda aimed at incentivizing companies to go and stay public.

What Would and Wouldn’t Change

Under the current framework, domestic issuers file three quarterly reports on Form 10-Q each fiscal year, with the fourth quarter captured in the annual report on Form 10-K. The proposed amendments would allow companies to elect semiannual reporting by checking a box on the cover page of their Form 10-K. Companies making the election would file one semiannual report on new Form 10-S and one annual report each fiscal year. The election must be renewed annually and commits the company for the remainder of the fiscal year, and companies that do not check the box default to quarterly reporting.

Form 10-S would require the same disclosures, financial information, certifications, and internal controls as Form 10-Q, but would cover a six-month fiscal period. Interim financials must still be prepared under U.S. GAAP, reviewed by an independent accountant, and tagged in Inline XBRL. The deadline to file Form 10-S would remain the same as for Form 10-Q, which ranges from 40 to 45 days following quarter end, depending on the issuer’s filing status.

The proposal includes conforming amendments, including revisions to Regulation S-X’s “age of financial statements” rules, new definitions for “quarterly filer” and “semiannual filer,” and conforming changes to Rule 10b5-1 cooling-off periods for insider trading plans. The proposed rules do not address stock exchange listing requirements. Nasdaq, for example, currently requires distribution of quarterly financial information to shareholders and would likely need to adopt conforming changes.

The Policy Rationale

Chairman Atkins argued that the rigidity of SEC rules has prevented companies and their investors from determining the interim reporting frequency that best serves their business needs. Commissioner Hester Peirce added that quarterly reporting requirements have become a reason for companies to stay out of public markets, and that today’s Form 10-Q requires more detailed information than the previous semiannual framework that existed before 1970. Proponents argue the shift could reduce compliance costs, free up management attention for strategy and product development, and make public listing more attractive.

The Case Against

The proposal has not gone unchallenged. According to an April 2026 Reuters report, Citadel, Fidelity, Two Sigma, and D.E. Shaw have all pushed back against the proposal, warning that reducing mandatory disclosure frequency would weaken the flow of financial information available to market participants. Managed Funds Association President Bryan Corbett called on the SEC to review any changes “holistically to avoid creating information gaps that harm investors and market efficiency.”

Academic research also challenges the proposal’s premises. When the UK eliminated mandatory quarterly reporting in 2014, fewer than 10 percent of companies actually stopped issuing quarterly reports, as the market continued to demand the information. A 2017 CFA Institute study by Robert Pozen, Suresh Nallareddy, and Shiva Rajgopal found no statistically significant increase in corporate investment after the change, undermining the argument that quarterly reporting drives harmful short-termism. A separate peer-reviewed study published in The Accounting Review found that semiannual reporting created an “information vacuum” that led investors to overreact to peer-firm earnings news, resulting in more volatile and less efficient stock prices.

The SEC’s own proposal acknowledges potential downsides, including worsening information asymmetry and a possible increase in insider trading risk. Less frequent reporting also means less frequent outside scrutiny, which can result in accounting misstatements, whether due to error or fraud, going undetected for longer. Auditors, analysts, and investors have fewer chances to spot problems between filings.

Key Risks of Making the Election

Companies evaluating the semiannual election should weigh the compliance cost savings against a set of risks that are not always apparent at the outset. Three areas deserve particular attention.

Disclosure Risk

Companies that elect semiannual filing may continue issuing voluntary quarterly earnings releases to maintain investor relations. Those releases will not be backstopped by a reviewed, GAAP-compliant Form 10-Q, meaning quarterly figures go to market without management certifications, auditor review, internal control attestation, or Inline XBRL tagging. Earnings releases that include material financial data can still trigger antifraud liability under the federal securities laws, and companies should be mindful of Regulation FD implications and the wider insider trading windows that result from less frequent formal filings.

Governance and Control Risk

The quarterly close process is more than a filing exercise; it is a governance discipline that creates checkpoints for evaluating disclosure controls, assessing internal controls over financial reporting, and completing management sub-certifications. Without a filing deadline to anchor that cadence, those disciplines can erode. Control deficiencies and accounting errors that would have surfaced during a quarterly review may go undetected until the semiannual review, by which point they may be more difficult and costly to remediate.

Capital Markets Risk

Companies that elect semiannual filing and later need to access the capital markets—whether through a follow-on equity offering, debt issuance, or acquisition financing—may find that underwriters are unwilling to proceed with financial statements that are more than 135 days old, even if SEC rules technically permit it. The election that reduces compliance burden in ordinary course can limit financial flexibility when access to capital is most critical.

Practical Considerations

Before making the election, companies should confirm that existing debt covenants do not contractually require quarterly reporting, that insider trading compliance programs have been adapted to account for less frequent filing windows, and that dual-listed companies have assessed foreign exchange listing requirements. Peer behavior is worth considering as well. If industry leaders continue reporting quarterly, companies that elect semiannual filing may face pressure from investors and analysts to do the same and risk a valuation discount or reduced analyst coverage as investors interpret the election as a signal of reduced commitment to transparency.

Companies that make the semiannual election should maintain their quarterly governance disciplines regardless of the reduced filing cadence. Management should continue evaluating both disclosure controls and procedures and internal controls over financial reporting each quarter, audit committees should preserve their cadence of financial reviews with management, and internal sub-certification processes should continue on a quarterly basis.

Public comments on the semiannual reporting proposal are due 60 days after publication in the Federal Register. Given strong interest from both the White House and the current Commission, the process is expected to move quickly. Still, the breadth of opposition—from major asset managers to academic researchers—suggests the comment period will be contentious.

View the full SEC Semiannual Reporting proposal here and submit comments directly for the proposal here.