The SEC’s May 5, 2026 proposal to let U.S. public companies file a new Form 10-S semiannual report in place of three Form 10-Qs is not just a filing-form update. It is a direct challenge to one of the organizing assumptions of modern U.S. securities regulation: that quarterly, standardized, SEC-reviewed interim reporting is the default architecture for public company transparency. Chairman Paul Atkins has framed the proposal as part of his “Make IPOs Great Again” agenda, arguing that the current regime is too rigid, too costly, and too poorly tailored to issuers with very different business models and investor bases. [1]
That framing matters. For more than five decades, the U.S. disclosure system has treated Form 10-Q as the backbone between the annual Form 10-K and event-driven Form 8-K. The new proposal would keep annual reporting and current reporting in place, but it would make the interim cadence optional. In practical terms, that means the Commission is asking whether the law should continue to prescribe one standardized reporting clock for all domestic issuers, or whether the market should decide how much quarter-end structure it really wants. [2]
The proposal is still only that: a proposal. It was issued on May 5, 2026, published in the Federal Register on May 7, and the comment period runs through July 6, 2026. But even before any final vote, it has become one of the most consequential disclosure debates in years because it goes to the balance among the SEC’s three traditional objectives: investor protection, market efficiency, and capital formation. Skadden called it the most significant change to periodic reporting since 1970 if adopted. That is a fair description. [3]
For most U.S. public companies, the current periodic reporting system runs on three principal forms. Annual reporting is done on Form 10-K; interim reporting for the first three fiscal quarters is done on Form 10-Q; and material event reporting is done on Form 8-K. The statutory purpose is continuous disclosure, but the forms do different jobs and carry different degrees of standardization, review, and liability structure. [4]
· Form 10-K is the annual report under Exchange Act Sections 13 or 15(d). It includes the company’s full-year financial statements, MD&A, risk factors, legal proceedings, controls disclosures, and other annual governance and business information. Filing deadlines are generally 60 days for large accelerated filers, 75 days for accelerated filers, and 90 days for other registrants. [5]
· Form 10-Q is the quarterly report for the first three fiscal quarters. It is due 40 days after quarter-end for large accelerated and accelerated filers, and 45 days for others. It requires interim financial statements, MD&A, market-risk disclosure, and controls and procedures disclosure. [6]
· Form 8-K is the current report. It is used for specified material events and generally must be filed or furnished within four business days, with different timing rules for certain Regulation FD disclosures. [7]
Quarterly reporting became central only after an earlier, more fluid history. The SEC ended a limited 1940s quarterly requirement in 1953, shifted to one semiannual Form 9-K in 1955, and then replaced that framework in 1970 with mandatory quarterly Form 10-Q reporting. In the 1969 Wheat Report and the Commission’s own 1969 proposing release, the case for 10-Q was that investors needed a regular quarterly report that was more useful than irregular 8-K disclosure and that imposed “uniform standards” across reporting companies. The modern quarterly calendar therefore grew out of a policy choice for comparability and discipline, not a natural law of capital markets. [8]
That history also explains why Form 10-Q is not the same thing as an earnings release. The current Form 10-Q requires interim financial statements prepared under U.S. GAAP, reviewed by an independent public accountant, tagged in inline XBRL, and accompanied by narrative disclosures on MD&A, market risk, legal proceedings, changes in risk factors, and disclosure controls and procedures. By contrast, earnings information often reaches the market first through a press release furnished under Item 2.02 of Form 8-K, and the Commission itself acknowledges that those releases are not required to be reviewed by an independent public accountant, need not comply with the SEC’s interim financial statement requirements, need not include controls certifications, and need not be data-tagged. [9]
Investor presentations sit even further from the standardized filing core. They are generally company-chosen communications, often shared under Regulation FD or furnished through Item 7.01 or Item 8.01 of Form 8-K, and they typically do not follow the rigid line-item structure of a 10-Q. That flexibility is useful for storytelling, but it is precisely why public markets still place special value on the 10-Q: analysts and investors can compare one issuer to another on a common template, with a reviewed interim financial package rather than a selectively curated slide deck. [10]
The SEC’s proposal would allow public companies currently subject to Exchange Act interim reporting requirements to elect to file one semiannual report on a new Form 10-S instead of three quarterly reports on Form 10-Q. Companies making the election would still file one annual report on Form 10-K. The proposal is expressly optional, not mandatory, and the Commission’s press release emphasizes that companies that do not opt in would continue under the existing quarterly regime. [11]
On content, proposed Form 10-S is not a minimalist half-year update. The SEC and several practitioner summaries describe it as largely tracking the narrative and financial disclosure content of Form 10-Q, but for a six-month period rather than a three-month period. That means reviewed interim GAAP financial statements, MD&A, legal proceedings, material changes in risk factors, certain governance and insider-trading-plan disclosures, and exhibits would still be part of the filing package. The filing deadline would mirror current 10-Q timing: 40 days after the end of the first semiannual period for accelerated and large accelerated filers, and 45 days for other filers. [12]
The opt-in mechanism would also matter operationally. Skadden and Harvard Law School Forum summaries report that the election would be made annually through a check box on Form 10-K. The proposing release further indicates that once a company elects an interim reporting frequency for the year, it would generally be committed to that frequency for the remainder of the fiscal year, with an amendment process for inadvertent errors in the election. In other words, this is not meant to be a quarter-by-quarter tactical switch. [13]
What would not change is just as important. Companies would still file Form 10-K. They would still be subject to Form 8-K current reporting for specified material events. The proposal would not dictate a company’s earnings-call or earnings-release frequency; Atkins explicitly said that the proposal would not affect those choices. And the Commission’s release makes clear that the current regulatory requirements governing earnings releases and earnings guidance would not be generally overhauled, apart from technical amendments. [14]
The proposal also does not appear to create a special opt-in carveout based on filer status. Practitioner analyses say the option would be available to reporting companies currently required to file Form 10-Q regardless of filer status, revenue, or market capitalization, which means smaller reporting companies and emerging growth companies would not be singled out for exclusive treatment. By contrast, foreign private issuers are not domestic 10-Q filers, so the proposal would not alter their existing annual Form 20-F and Form 6-K regime. Nasdaq’s listing rules already require foreign private issuers to submit second-quarter interim financials on Form 6-K. [15]
The SEC also openly recognizes a central consequence of optionality: disclosure fragmentation. Its economic analysis warns that if some issuers remain quarterly reporters while peers move to semiannual reporting, comparability may become harder, both for investors comparing firms across a sector and for markets trying to price companies on a common calendar. That is the hidden cost of “choice”: it can improve issuer flexibility while weakening system-wide uniformity. [16]
The immediate answer is Chairman Atkins. His May 5 statement says the “rigidity” of the SEC’s rules has prevented companies and investors from choosing the interim reporting frequency that best fits their needs, and he ties the proposal directly to a broader effort to make being public more attractive. Commissioner Uyeda makes the same point in more theoretical terms: a reporting framework built for a different market structure and a different era should not automatically be presumed optimal in 2026. [17]
But the reform push is also rooted in a more durable policy anxiety: the long decline in the relative appeal of public markets. Atkins has repeatedly presented the issue through a capital-markets competitiveness lens, saying there are roughly 4,700 exchange-listed companies today compared with about 7,800 at the prior high point, and in his Stanford remarks he cited Jay Ritter’s data showing that the typical company is going public much later than in prior decades, with median age at IPO rising from roughly eight years in the 1980s and 1990s to 12 years in 2025. Whether or not quarterly reporting is a primary cause, the symbolism is clear: companies are staying private longer, and the SEC wants to show founders and boards that the public-company rulebook can be made less onerous. [18]
The IPO backdrop adds urgency, but not certainty. EY’s 2026 IPO commentary describes the market as selective and increasingly concentrated in a small group of scaled issuers, with early-year momentum complicated by geopolitics and difficult market windows. In that environment, disclosure reform can be marketed as a competitiveness tool even if it is unlikely, by itself, to repair the listing cycle. The policy attraction is obvious: reporting reform is a lever the SEC directly controls, while macro conditions are not. [19]
Costs are part of the story too. The proposal’s economic analysis notes comments from issuers describing substantial quarterly internal time and external spend, and the SEC estimates that a company switching to semiannual reporting could reduce direct compliance costs by about $198,000 per fiscal year, with additional savings that were not fully quantified. Those figures are not transformative for large-cap issuers, but they are meaningful enough to matter at the margin for smaller or newly public companies, particularly when paired with management-attention costs rather than just outside-counsel invoices. [20]
Seen this way, semiannual reporting is a disclosure reform, but also a signal. It tells the market that the SEC under Atkins is willing to revisit long-settled assumptions if those assumptions are perceived to burden capital formation. That is why the proposal sits comfortably inside the “Make IPOs Great Again” program rather than beside it. [21]
The strongest argument for the proposal is not that quarterly reporting is valueless. It is that the current system may be over-prescriptive for issuers whose value drivers do not map neatly onto quarter-end accounting snapshots. Uyeda’s example is revealing: a mature trillion-dollar pharmaceutical company and a pre-revenue biotech pursuing one critical FDA milestone may share exchange-listing status, but they do not share the same informational rhythm. In that sense, Form 10-S is less a deregulatory gift than an attempt to introduce business-model sensitivity into the periodic-reporting regime. [22]
The second pro-reform argument is cost and workload. Even though the SEC estimates that Form 10-S itself would impose a somewhat higher burden than an individual 10-Q because it covers a longer period, the overall annual burden would still fall if one semiannual report replaces three quarterlies. The Commission’s own paperwork analysis assumes Form 10-S would be about 20% more burdensome than a single Form 10-Q, yet the aggregate annual reporting burden still declines for switchers because the number of required interim filings drops so sharply. [23]
The third argument is behavioral. Supporters of reform have long argued that the 90-day reporting cadence contributes to managerial myopia and pressure to meet short-term expectations. The SEC’s release cites academic work suggesting that increased reporting frequency can be associated with reduced investment or greater real-activities manipulation, and Atkins and Peirce both suggest that the current cadence has become one more reason some companies hesitate to go public. Supporters generally do not claim semiannual reporting will abolish short-termism; rather, they argue it could reduce one institutional reinforcement mechanism for it. [24]
The most enthusiastic non-SEC supporters have tended to come from issuer-side and market-infrastructure constituencies. Nasdaq publicly backed giving companies a choice between quarterly and semiannual reporting, with CEO Adena Friedman arguing in 2025 that easing disclosure burdens could support U.S. capital-market competitiveness. Reuters also reported that Jamie Dimon supported easing the mandate, while indicating that JPMorgan itself would probably keep providing quarterly updates. That is an important clue: even some supporters see optionality as valuable policy even if they do not expect blue-chip issuers to use it aggressively. [25]
The case against the proposal begins with a simple point: not all quarterly information is interchangeable. The SEC itself acknowledges that earnings releases furnished under Item 2.02 of Form 8-K differ materially from Form 10-Q disclosures. They are not required to be reviewed by an independent public accountant, do not have to comply with the SEC’s interim financial statement requirements, need not be data tagged, and do not have to include the same disclosure-controls or internal-control certifications. For investors who treat the 10-Q as the official, standardized fact base behind the earnings call, that is a meaningful loss, not a formatting change. [26]
The next concern is information asymmetry. The SEC’s own economic analysis cites research finding that semiannual reporting is associated with greater information asymmetry in the latter half of the reporting cycle and that lower reporting frequency can impair investors’ ability to value firms. It also cites international evidence linking mandatory quarterly reporting to lower analyst forecast errors and lower forecast dispersion, particularly where information acquisition costs are higher. Those are precisely the settings where smaller companies and less-followed issuers are most vulnerable. [16]
That logic runs through the SEC Investor Advisory Committee’s draft recommendation released in late May. The subcommittee concluded the SEC should not eliminate the quarterly mandate, arguing that quarterly disclosure is structurally important to informed decision-making, efficient capital allocation, and corporate accountability. It also stressed that widening the interval between mandatory reports could increase insider-information gaps and may require longer blackout periods. In other words, some of the “burden reduction” on the filing side may reappear in trading-window, governance, and capital-raising constraints. [27]
Skeptics also argue that the companies most tempted by semiannual reporting may be the ones least able to absorb the market consequences. Reuters reported that investors warned smaller firms could benefit from reduced reporting costs but also need regular visibility to sustain valuation and liquidity. That tracks the U.K. experience described by CFA Institute research: when quarterly reporting ceased to be mandatory, only a small minority stopped issuing quarterly updates, but those that did experienced weaker analyst-coverage outcomes. That is why the proposal’s surface logic is tricky. The issuers that might most want cost savings are often the issuers for whom regular disclosure is most economically valuable. [28]
Finally, there is the legal-discipline argument. A shift from filed periodic reports toward more voluntary or “furnished” quarter-end communications would not eliminate antifraud liability, Regulation G, or Regulation FD. But it could, as an inference, move more quarter-end decision-useful information away from the standardized periodic-report architecture and toward a looser mix of furnished releases, calls, and presentations. Skadden has separately warned that longer gaps between formal disclosures could complicate capital raising, buybacks, insider trades, and Rule 10b5-1 planning. That is why many critics see the proposal as a transparency downgrade even if the annual report and 8-K framework remain intact. [29]
Professional advisers reacted quickly, and the first-wave commentary was revealingly bifurcated. Law firms and accounting firms mostly treated the proposal as serious, consequential, and technically plausible. Skadden called it the biggest change to periodic reporting since 1970 if adopted. Cooley, PwC, KPMG, Deloitte, and EY all emphasized that the proposal is optional, that Form 10-S would still be a substantial filing, and that companies would need to think about analyst expectations, disclosure controls, comfort-letter practice, current-reporting overlap, and the consequences of mixed market norms. In other words, the issuer-side advisory market did not dismiss the proposal—but neither did it present it as a free simplification. [30]
A broad practical consensus has also emerged around one point: even if the SEC lowers the regulatory floor, the market may keep the quarterly norm alive. Atkins expressly said the proposal would not affect the frequency of earnings calls and earnings releases. The proposing release says companies’ individual characteristics will determine whether they keep making quarterly announcements. DFIN described semiannual reporting as a change in the “regulatory floor, not the market norm.” MarketWatch and Reuters both reported that many lawyers, bankers, and investors expect most U.S. companies to continue providing quarterly updates even if formal 10-Qs become optional. The U.K. experience points the same way: less than 10% stopped issuing quarterly reports after mandatory quarterly reports were removed. [31]
Investor reaction has been more skeptical. ICI’s statement was measured but cautious: it supported review of unnecessary burdens while stressing that both cadence and content matter to investor confidence and price discovery. NIRI did not immediately endorse or oppose the proposal; instead, it said the rule raises major questions for the investor-relations profession and began surveying members. More pointedly, Reuters reported organized opposition from hedge-fund and asset-management constituencies including Two Sigma, D.E. Shaw, Citadel, and Fidelity, with critics warning about reduced transparency, higher volatility, and higher capital costs. Managed Funds Association also criticized the proposal. [32]
The public-comment process appears to be reflecting that imbalance. The Financial Times reported in early June that the proposal had attracted more than 600 public comments and that roughly 94% opposed the change. That figure should be read cautiously because the comment period is still open, but it reinforces the broader pattern: issuer-side optionality has meaningful support, while investor-side and data-user constituencies tend to see disclosure fragmentation and comparability loss as the dominant effects. [33]
Yes, although “deregulatory” needs to be used carefully. The proposal does not abandon disclosure. It preserves Form 10-K, Form 8-K, Regulation FD, and antifraud rules, and it would replace 10-Q with another standardized SEC form rather than with pure free-form communications. But it plainly shifts the Commission’s center of gravity from one-size-fits-all mandatory architecture toward issuer flexibility, competitive positioning, and capital-formation signaling. That is not a small philosophical change for the SEC. [1]
Atkins has been explicit that the proposal is only the “first step” in a broader effort to “review and reshape” the rules governing public-company reporting and capital raising. That statement fits with other 2026 initiatives and proposals associated with the Commission’s current agenda, including proposed enhancement of emerging growth company accommodations, simplification of filer status, registered offering reform, and the proposed rescission of climate-related disclosure rules. Read together, those initiatives suggest a Commission that is rebalancing away from disclosure expansion and toward disclosure tailoring. [34]
The more interesting question is whether this amounts to a reduced commitment to investor protection or a reprioritization within the SEC’s tripartite mandate. Uyeda’s statement offers the best answer from supporters: flexibility itself can be investor-protective if investors can price a company’s chosen reporting cadence into the cost of capital. That is a more market-driven conception of investor protection than the classic U.S. disclosure model, which assumed that standardization and mandate were themselves central protections. In that sense, the semiannual proposal is less about eliminating disclosure than about redistributing the burden of calibration from rulewriter to market. [35]
That, however, is also the source of the objection. Critics do not dispute that markets can price information risk; they dispute whether the SEC should be the agency creating more of it. The Investor Advisory Committee draft recommendation, the CFA-oriented arguments favoring quarterly comparability, and the investor backlash all reflect a traditional view that the SEC’s comparative advantage is not merely allowing price discovery to react to disclosure choices, but setting a disclosure baseline that makes price discovery more reliable in the first place. The proposal therefore goes well beyond paperwork reduction. It is a live test of what kind of securities regulator this SEC wants to be. [36]
First Cover’s view is that the proposal is best understood as a real but bounded shift in U.S. disclosure philosophy. It is real because, if adopted, it would be the largest rethink of domestic interim reporting since Form 10-Q displaced the old semiannual system in 1970. It is bounded because the filing framework would still retain annual reporting, event reporting, and a standardized semiannual form, and because many issuers are likely to keep quarterly disclosure in practice even if they stop filing quarterly 10-Qs. [37]
The clearest benefits are also the most modest ones. Optional semiannual reporting would give boards and management teams more flexibility, reduce direct filing costs for switchers, and potentially help some companies redirect time and attention away from repeated quarter-end production cycles. It would likely appeal most to issuers whose economics are milestone-driven rather than smoothly quarterized: pre-revenue biotech, some R&D-intensive growth companies, certain controlled issuers, and companies with a concentrated, long-term shareholder base that does not demand formal quarter-end 10-Q architecture. The SEC’s own analysis suggests smaller issuers may capture proportionally larger savings because fixed reporting costs bite harder there. [38]
The largest risks are comparability loss and information vacuums, especially for companies without rich analyst coverage or strong voluntary disclosure cultures. Large-cap, heavily followed issuers, frequent issuers in the capital markets, companies operating under debt-covenant or exchange-expectation constraints, and issuers that depend on predictable trading windows and repurchase flexibility are the least likely to abandon quarterly disclosure in substance. Even if they welcome the option politically, many of them will conclude that the market still expects quarter-end numbers, and that the advantage of not filing a 10-Q is outweighed by valuation, liquidity, and governance costs. [39]
Could the reform help the IPO market? At the margin, yes. As a signal to founders, sponsors, and boards, it says the SEC is serious about reducing the public-company compliance burden and tailoring disclosure obligations. But the evidence does not support the stronger claim that this one reform would materially reverse the long decline in public listings or solve IPO-market cyclicality. The Investor Advisory Committee’s draft recommendation argues the evidence tying disclosure compliance costs to IPO weakness is thin, and current IPO research still describes a selective, volatile issuance environment. The more likely outcome is that semiannual reporting becomes one tool in a broader capital-formation package, not the driver of a public-market revival by itself. [40]
So is this symbolic or substantive? The answer is both. Symbolically, it is one of the clearest illustrations yet that the current SEC is willing to subordinate some standardization in pursuit of flexibility and capital formation. Substantively, it could alter disclosure practice for a subset of issuers and gradually reshape what investors view as the minimum public-company reporting package. But the practical change may be slower and more uneven than supporters imagine. The most probable future is not a wholesale end to quarterly communication, but a hybrid market in which the SEC mandate loosens while voluntary quarterly disclosure continues to do much of the real work. That would still be a meaningful rewrite of the public-company disclosure calendar—even if it is not a wholesale demolition of it. [41]
Short takeaway
The SEC’s proposed Form 10-S framework would not abolish public-company disclosure discipline; it would reallocate it. Annual Form 10-K reporting and Form 8-K current reporting would remain, and many issuers would probably continue quarterly earnings releases and calls. But the reform would weaken the legal presumption that every domestic public company must provide a fully standardized, reviewed interim filing every quarter. That is why the proposal matters. The issuer-side case is strongest on flexibility, cost, and signaling to prospective IPO candidates. The investor-side case is strongest on comparability, information symmetry, analyst modeling, and the governance discipline created by the quarterly 10-Q process. The most likely adopters, if the rule is finalized, are smaller or milestone-driven issuers with long-term holders and meaningful reporting-cost sensitivity. The least likely adopters are large, heavily covered companies that rely on quarterly market access and stable valuation transparency. In that sense, the proposal is neither a panacea nor a gimmick. It is a serious attempt to rebalance the SEC’s mandate toward capital formation—but one whose success will depend less on what the rule permits than on what markets continue to demand. [42]
Open questions / limitations
Several practical points remain unresolved because the rule is still proposed, not adopted: how exchanges and index providers would respond; whether underwriters and auditors would change comfort-letter or diligence practices for semiannual filers; whether some sectors would face de facto quarterly expectations despite legal optionality; and how many issuers would really switch once investor reaction is priced in. The comment period remains open through July 6, 2026, so the final rule—if one is adopted—could still change on eligibility, mechanics, and related disclosure requirements. [43]
Reference list
· SEC, SEC Proposes Amendments to Permit Optional Semiannual Reporting by Public Companies; SEC, Statement on Proposing Release for Semiannual Reporting; SEC, Statement on Proposing Semiannual Reporting. [1]
· SEC, Semiannual Reporting proposing release, Release No. 33-11414, including historical discussion of Form 9-K, Form 10-Q, earnings releases, and economic analysis. [44]
· SEC official forms and investor guidance: Form 10-K, Form 10-Q, Form 8-K, and Investor.gov glossary on Form 8-K. [45]
· Commissioner Hester M. Peirce, Quarterly Questions: Statement on the Proposed Amendments to Allow Semiannual Reporting. [46]
· Skadden, SEC Proposes Optional Semiannual Reporting for Public Companies; Cooley, Fare Thee Well, Quarterly Reporting; KPMG, SEC proposal: Semiannual reporting implications; PwC, SEC proposes optional semiannual reporting framework; EY, SEC proposes optional semiannual reporting in lieu of quarterly Form 10-Q reporting; Deloitte, SEC Proposes Optional Semiannual Reporting for Public Companies in Lieu of Quarterly Reporting. [47]
· Harvard Law School Forum on Corporate Governance, SEC Proposes to Implement Optional Semiannual Reporting and related commentary. [48]
· SEC Investor Advisory Committee, Investor as Owner Subcommittee, Draft Recommendation Regarding Quarterly vs. Semi-annual Reporting. [27]
· CFA Institute research and commentary, including Impact of Reporting Frequency on UK Public Companies and The Case for Quarterly and Environmental, Social, and Governance Reporting. [49]
· Reuters reporting on pre-proposal and post-proposal market reaction, including support from Nasdaq and skepticism from major investors and hedge funds. [50]
· Investment Company Institute, SEC Proposes Shift to Optional Semiannual Reporting; NIRI, SEC Issues Proposal to Allow Semiannual Reporting. [51]
· Financial Times, The big backlash over plans to drop US quarterly reporting demands. [52]
· Jay Ritter IPO data resources; EY 2026 IPO market commentary; McKinsey Global Private Markets Report 2026 for market-structure context. [53]
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[19] https://www.ey.com/en_gl/insights/ipo/trends
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[49] https://rpc.cfainstitute.org/research/foundation/2017/impact-of-reporting-frequency-on-uk-public-companies
[50] https://www.reuters.com/legal/government/two-sigma-de-shaw-join-wall-street-push-against-us-secs-bid-relax-quarterly-2026-04-15/
[53] https://site.warrington.ufl.edu/ritter/ipo-data/
The AI IPO Race: When Private Valuations Meet Public Scrutiny