SEC Proposes Optional Shift to Semiannual Reporting: What It Means for Filers

On May 5, 2026, the SEC issued a proposal that would allow public companies to report on a semiannual basis rather than quarterly.

While still in proposal stage, the change represents a significant potential shift in the U.S. reporting framework, one that could affect how public companies plan reporting, interact with investors, and coordinate audit and governance processes.

What’s Changing

Under the proposal:

• Public companies could elect to report semiannually instead of filing Form 10-Q each quarter
• Companies choosing this option would:
  • File one semiannual report (new Form 10-S)
  • Continue filing an annual Form 10-K
• The new Form 10-S would:
  • Contain substantially the same disclosures as a Form 10-Q
  • Cover a six-month period instead of a quarter
• Financial statements would still:
  • Be prepared under U.S. GAAP
  • Require auditor review (but not full audit)

Importantly, this is not a mandate. Quarterly reporting remains the default, and companies can elect annually whether to change their reporting cadence.

Why the SEC Is Proposing This

The SEC’s stated objective is to provide greater flexibility and reduce compliance burden.

Key considerations behind the proposal include:

• Reducing reporting costs and administrative burden associated with quarterly filings
• Allowing management to focus more on long-term strategy rather than short-term results
• Potentially encouraging more companies to go public or remain public

At the same time, the SEC acknowledges a tradeoff; less frequent reporting may reduce the timeliness of information available to investors.

Key Considerations for Financial Institutions

While this proposal applies broadly across industries, financial institutions should consider several bank-specific implications:

1. Investor Expectations and Market Discipline

• • Banks, particularly publicly traded community and regional institutions, often operate in environments where:
    • Analysts and investors rely heavily on quarterly trends (net interest margin, credit quality, loan growth)
    • Peer comparisons are quarterly based
  • A shift to semiannual reporting could:
    • Reduce comparability across peers
    • Increase reliance on earnings releases and other voluntary disclosures

2. Continued Quarterly Communication (Even if Not Required)

• • Even if companies move to semiannual SEC filings:
    • The SEC expects many companies will continue quarterly earnings releases
    • Banks may feel pressure to maintain quarterly transparency to meet:
      • Analyst expectations
      • Investor relations practices
      • Comparability with peers

3. Regulatory and Industry Overlay

• Unlike many industries, banks operate within multiple reporting frameworks, including:
  • Call Reports
  • OCC / FDIC / Federal Reserve oversight
• Notably, some regulatory regimes and other federal rules explicitly reference Form 10-Q filings, which could:
  • Limit the practical benefit of switching to semiannual reporting
  • Require future regulatory updates to fully align

4. Audit and Internal Control Implications

• • Semiannual reporting could affect:
    • Timing of interim reviews and audit procedures
    • Internal control monitoring cadence
    • Coordination with external auditors,

Even under a semiannual model, institutions may still need quarterly-level financial discipline internally.

Potential Benefits

For certain financial institutions, particularly smaller or less actively traded entities, the proposal could offer:

• Reduced compliance and reporting costs
• More time for strategic initiatives and operations
• Decreased focus on short-term earnings volatility

Potential Risks

At the same time, risks include Reduced transparency and market visibility, potential challenges with peer comparability, increased reliance on non-GAAP or non-reviewed disclosures (e.g., earnings releases), and potential pressure from investors to continue quarterly reporting anyway

What’s Next

The proposal is subject to a 60-day public comment period. If enacted, it is important to note that companies will need to elect this decision for the entire year, at the beginning of the year. A company will not be allowed to switch to semi-annual reporting, or vice versa after having already filed its first 10Q or 10S.

Companies may also want to:

• Evaluate current reporting burden vs. investor expectations
• Consider whether semiannual should be adopted
• Assess impacts on:
  • Audit timelines
  • Internal controls
  • Investor relations strategy
• Monitor for potential downstream changes from:
  • Bank regulators
  • Exchanges
  • Debt agreements

This proposal is less about eliminating quarterly reporting and more about introducing flexibility. The proposal signals a broader regulatory shift toward balancing disclosure with cost and long-term value creation.

If you need further guidance or have any questions on this topic, we are here to help. Please do not hesitate to reach out to discuss your specific situation.

 This material has been prepared for general, informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Should you require any such advice, please contact us directly. The information contained herein does not create, and your review or use of the information does not constitute, an accountant-client relationship.