Summer 2026 Corporate Communicator

Dear clients and friends,

In this edition of the Corporate Communicator, we summarize the SEC’s recently proposed (controversial) rules that would allow public companies to report on a semiannual basis by filing a single semiannual report (new Form 10-S) instead of the traditional quarterly Form 10-Q reporting regime.   

Very truly yours,

Snell & Wilmer’s Corporate & Securities Group

As discussed in our Winter issue of the Corporate Communicator,¹ in September 2025, Securities and Exchange Commission (“SEC”) Chair Paul Atkins indicated that he would prioritize a proposal to allow semiannual reporting for reporting companies as an alternative to the quarterly reporting requirements currently required.² On May 5, 2026, the SEC proposed new rules³ to allow companies reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to file semiannual reports on Form 10-S, rather than quarterly reports on Form 10-Q. This proposal also follows years-long criticism, including from President Donald Trump, that quarterly reporting requirements are not a one-size fits all for every reporting company, and that some reporting companies may best serve their investor’s interests by switching to semiannual reporting. The proposal also includes amendments to Regulation S-X which would accommodate the semiannual reporting option and simplify existing financial statement staleness rules.

Reporting companies subject to the Exchange Act periodic reporting requirements are currently required to file one annual report (“Form 10-K”) and three quarterly reports (“Form 10-Q”) each fiscal year. Under the proposed amendments, a reporting company could instead choose to comply with Exchange Act reporting requirements by filing one Form 10-K and one semiannual report (“Form 10-S”) each fiscal year. The proposed amendments would include changes to Exchange Act rules 13a-13 and 15d-13, as well as technical amendments to the Exchange Act and Securities Act of 1933, as amended (the “Securities Act”) rules and forms that reference quarterly reporting requirements. Reporting companies would make an election to report semiannually by marking a check box on the cover page of their Form 10-K, while IPO issuers (and other new registrants) would check a box on the cover of their Securities Act registration statements (Forms S-1, S-3, S-4 or S-11), or Exchange Act registration statement on Form 10, as applicable. Because mid-fiscal year changes to the elected reporting frequency would not be permitted, reporting companies would only be able to change their election when filing their next Form 10-K. By electing to report semiannually, reporting companies would file a Form 10-S disclosing financial information and narrative disclosure that would be substantially similar to that reported in a Form 10-Q, although it would cover a single fiscal six-month period, rather than a fiscal three-month period and a fiscal year-to-date period (for the second and third quarter periods). Similar to Form 10-Q, a company’s Form 10-S would be due 40 or 45 days after the end of the first semiannual period of the fiscal year.

In proposing the amendments, SEC Chair Atkins emphasized several factors⁴ that could play into whether a reporting company chooses quarterly versus semiannual reporting, all while not compromising investor protections. These factors include: costs and management time involved in preparing quarterly reports versus semiannual reports, investor expectations, potential effects on cost of capital, the stage of its business development, its business model, other potential means of timely disclosure (e.g., earnings calls and current reports on Form 8-K) and research coverage.

The Regulation S-X amendments included in the new proposal would revise rules related to financial statements in periodic reports, as well as proxy statements and registration statements. Under Form 10-S, reporting companies would be required to provide (i) an interim balance sheet as of the end of the first semiannual period and as of the end of the preceding fiscal year and (ii) interim statements of comprehensive income and cash flows for the first semiannual period and the corresponding period of the preceding fiscal year. Companies would not be required to provide a balance sheet for the first semiannual period of the prior fiscal year unless it is necessary to explain the impact of seasonal fluctuations in financial condition. A semiannual reporting company could also choose to present income and cash flow information for the cumulative 12-month period ending as of the end of the semiannual reporting date. Other changes would include changes to ensure a company’s semiannual financial statements included in a registration statement are not considered “stale” under existing quarterly reporting rules. Per the proposal, when a registration statement or proxy statement includes audited annual financial statements, the filing would also be required to include interim financial statements for the most recently completed semiannual or quarterly period, as applicable, that were or are required to be filed as of the registration statement, or proxy statement filing date. For companies reporting semiannually, this would mean that year-end financial statements would go stale by the Form 10-S due date, and semiannual financial statements would go stale by the Form 10-K due date.

One issue some companies may encounter with semiannual reporting is a conflict with Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 6101 (“AS 6101”)⁵ when conducting certain underwritten securities offerings. AS 6101 permits auditors to provide negative assurance to underwriters on “subsequent changes” only as of a date up to and including 134 days from the end of the most recent period the auditor has audited or reviewed the financial statements. Given the proposed semiannual reporting timeline, and the fact that there is no current proposed amendment to AS 6101, this means that an auditor may not be able to provide negative assurance for semiannual reporting companies during certain periods after the last annual or semiannual financial statements are audited or reviewed.

The SEC is seeking feedback on the costs and benefits of these amendments, including whether certain types of companies or industries would benefit more than others. In the SEC’s Economic Analysis,⁶ the SEC estimates that companies that report semiannually would save approximately $198,000 per year — estimating the cost to prepare and file three Forms 10-Q to be $330,000 versus $132,000 for one semiannual filing on Form 10-S. Assuming reporting costs are fixed, the SEC suggests that smaller issuers may benefit more relative to larger issuers, as preparation costs would represent a larger percentage of their revenue. Still, because those companies are smaller, there may be greater information asymmetry compared to larger companies — leading investors to desire additional and more frequent reporting from smaller companies. Additionally, the SEC is seeking feedback on the possible costs to investors, including access to information for making investment and voting decisions. The deadline for public comments to the proposed changes is July 6, 2026.

In the event, the proposed rule changes become effective, public companies should consider thinking about: