Semiannual Reporting and Form 10-S: What the SEC's 2026 Proposals Would Change

On May 5, 2026, the SEC proposed letting public companies elect to file semiannual reports on a new Form 10-S instead of quarterly reports on Form 10-Q (Release No. 33-11414; comments closed July 6, 2026). On May 19, 2026, it proposed collapsing filer categories into large accelerated and non-accelerated filers, raising the large accelerated filer threshold from $700 million to $2 billion, and broadening shelf registration. All three are proposals, not final rules; quarterly reporting on Form 10-Q is still required today.

What the SEC proposed on May 5

Public companies subject to Exchange Act Section 13(a) or 15(d) must currently file quarterly reports on Form 10-Q ^[1]. On May 5, 2026, the Securities and Exchange Commission proposed rule and form amendments that would let those companies elect instead to file semiannual reports on a new Form 10-S ^[1]. A company making the election would file one semiannual report and one annual report each fiscal year, rather than three quarterly reports and an annual report ^[1].

The proposing release, Release No. 33-11414, was published in the Federal Register on May 7, 2026, and asked for comments by July 6, 2026 ^[2]. Under the proposal, Form 10-S would be due 40 or 45 days after the end of the first half of the fiscal year, depending on the company's filer status ^[1] — the same 40- and 45-day deadlines that apply to Form 10-Q today ^[2]. The proposal would also amend Regulation S-X to accommodate semiannual reporting and simplify the rules on the age of financial statements ^[2].

How the election would work

The proposal adds a check box to the cover of Form 10-K as the sole means of choosing semiannual reporting each year; leaving it unchecked means quarterly reporting continues ^[2]. The release illustrates the mechanics: a calendar-year company filing its fiscal 2026 Form 10-K in March 2027 could check the box and file its first Form 10-S in August 2027 for the six months ended June 30, 2027 ^[2]. A company could later switch back by leaving the box unchecked ^[2].

Companies that have not yet filed Exchange Act reports — including private companies going public — would make their initial election on the cover of the registration statement, such as Form S-1 ^[2]. That choice would also determine which interim financial statements the registration statement must include ^[2].

Semiannual reporting would not mean silence between reports. The proposal addresses interim periodic reports — Form 10-S in lieu of Form 10-Q — while companies have been required to file current reports on Form 8-K for certain material events since 1936 ^[2]. The SEC also asked whether slimming down Form 10-Q instead — for example, the interim auditor review or XBRL tagging — would be preferable ^[2]. Investors, analysts, and lenders may still expect quarterly information, so the market's reaction is as relevant to the decision as the rule.

The May 19 filer-status proposal

In a proposing release dated May 19, 2026, Release No. 33-11419, the Commission proposed streamlining filer statuses into two primary categories: large accelerated filers and non-accelerated filers ^[3]. Comments were due July 20, 2026 ^[3]. The large accelerated filer threshold would rise from $700 million to $2 billion in public float, measured using the average price over the last 10 trading days of the second fiscal quarter, and a company would move into or out of the status only after two consecutive years above or below the line ^[3]. A company would also need at least 60 consecutive calendar months of Exchange Act reporting before it could become a large accelerated filer ^[3].

Everyone else would be a non-accelerated filer eligible for the scaled disclosure now available to smaller reporting companies and emerging growth companies, including relief from the auditor attestation on internal control over financial reporting ^[3]. The accelerated filer and smaller reporting company categories would be eliminated; emerging growth company status, which is statutory, would remain ^[3]. The SEC estimates the $2 billion threshold would capture about 93.5% of total market public float while classifying roughly 20% of existing public companies as large accelerated filers ^[3]. Non-accelerated filers with total assets of $35 million or less would get extended periodic-report deadlines ^[3].

The companion offering reform proposal

Also dated May 19, 2026, the SEC proposed Registered Offering Reform, Release No. 33-11418, with comments due July 27, 2026 ^[4]. It would remove Form S-3's one-year reporting history requirement and its $75 million public float requirement for unlimited primary offerings, which the SEC estimates could increase the number of issuers eligible for unlimited shelf offerings by more than 60% ^[4]. It would also extend benefits now reserved for well-known seasoned issuers to a broader set of exchange-listed issuers, expand incorporation by reference into Form S-1, and preempt state securities registration and qualification requirements for all registered offerings ^[4].

What it would mean for IPO candidates

Taken together, the proposals would change the cost of being public more than the cost of going public. A newly listed company would remain a non-accelerated filer for at least five years under the 60-month seasoning rule, keeping scaled disclosure and avoiding the auditor attestation during that period, and it could choose semiannual reporting from the start ^[2][3]. Faster access to shelf registration would make follow-on offerings easier to execute ^[4]. The trade-off is investor expectation: a company that reports less often may need a stronger investor-relations cadence to stay credible with institutional holders.

The status is the key point. All three releases were published in the Federal Register as proposed rules ^[2][3][4]. Until the Commission adopts final amendments with an effective date, Form 10-Q, today's filer categories, and current Form S-3 eligibility continue to apply. Companies planning an IPO in 2027 should model both regimes and avoid committing to a semiannual cadence in offering documents until a final rule exists.

Frequently asked questions

Can a public company stop filing Form 10-Q now?

No. Form 10-S exists only in a proposal (Release No. 33-11414). Companies must keep filing Form 10-Q unless and until the SEC adopts final rules and they take effect.

When would semiannual reporting start if adopted?

The proposal does not fix a date. Its example shows a calendar-year company electing on the cover of its fiscal 2026 Form 10-K in March 2027 and filing its first Form 10-S in August 2027, but that assumes final rules are in place by then.

What is the proposed large accelerated filer threshold?

$2 billion of public float, up from $700 million, with a 60-month reporting-history requirement. It is proposed in Release No. 33-11419 and is not yet in effect.

Sources

1. [1]U.S. Securities and Exchange Commission, “SEC Proposes Amendments to Permit Optional Semiannual Reporting by Public Companies (Press Release 2026-42),” May 5, 2026.
2. [2]Federal Register, “Semiannual Reporting (Release No. 33-11414), 91 FR 24968,” May 7, 2026.
3. [3]U.S. Securities and Exchange Commission, “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (Release No. 33-11419),” May 19, 2026.
4. [4]U.S. Securities and Exchange Commission, “Registered Offering Reform (Release No. 33-11418),” May 19, 2026.

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This article is for informational purposes only and is not legal, tax, or investment advice, or an offer to sell or a solicitation of an offer to buy any security. Regulatory proposals described here may change before adoption. Securities offered through Umergence LLC, Member FINRA/SIPC.