SEC proposes optional semiannual reporting for public firms

The Securities and Exchange Commission on Tuesday proposed a rule that would allow public companies to file semiannual Form 10-S reports instead of quarterly Form 10-Qs. The proposal sets filing deadlines of 40 to 45 days after each six-month reporting period.

The SEC said the rule would amend the Securities Exchange Act of 1934 and revise Regulation S-X to add the semiannual reporting option and streamline financial statement requirements for periodic filings.

SEC Chair Paul Atkins said the change would increase regulatory flexibility. Atkins said, “Public companies have an obligation under the federal securities laws to provide information that is material to investors. 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.” He added the proposal is part of an agenda to encourage companies to list and remain public.

Supporters argue optional semiannual reporting could lower compliance costs, particularly for smaller issuers that face administrative burdens from quarterly filings. A 2024 report from Meketa Investment Group found about 4,700 publicly traded U.S. companies, down from roughly 6,500 in 1994 and up from a low near 3,800 in 2012.

Some market participants raised concerns. Jay Dubow, a partner at Troutman Pepper Locke, warned that allowing both quarterly and semiannual schedules could complicate analysis because companies in the same sector might report on different timetables. He also cautioned that changing the requirement by updated SEC rule rather than by statute could be reversed under future agency leadership.

The proposal follows other recent regulatory changes, including an SEC alignment with the Commodity Futures Trading Commission to reduce certain private fund reporting requirements. The Incentivizing New Ventures and Economic Strength Through Capital Formation Act, which passed the House and awaits Senate action, would also alter some disclosure and financial statement rules if enacted.

The SEC will seek public comment on the proposal before deciding whether to adopt final rules. Quarterly reporting has been required in the United States since 1970.