SEC Semiannual Financial Reporting Resources

In May 2026, the U.S. Securities and Exchange Commission (SEC) issued a rule proposal that would allow public companies to file semiannual reports instead of making quarterly filings.

This significant change would permit public companies to elect to file semiannual reports on a new Form 10-S, in lieu of filing quarterly reports on Form 10-Q. A company making this election would be required to file one semiannual report and one annual report for each fiscal year. A company that does not choose to be a semiannual filer would continue to file quarterly reports on Form 10-Q. Companies would still be able to make voluntary quarterly disclosures and host quarterly earnings calls, and Reg FD and Form 8-K reporting requirements remain unchanged.

While the proposal is intended to reduce reporting burdens and encourage a longer-term focus among public companies, it also raises important questions regarding disclosure practices, investor engagement, analyst coverage, and market transparency. NIRI conducted several surveys and hosted a webinar to inform its related comment letter to the SEC.

NIRI’s surveys revealed no clear consensus among investor relations professionals regarding semiannual reporting. Survey respondents were almost evenly split between support (39%) and opposition (38%) for semiannual reporting. Just under a quarter of respondents (22%) were unsure of whether their company would elect to report twice a year. A small number (8%) expected their companies to report semiannually should the SEC move forward with this rulemaking. Of those respondents, nearly all indicated they would continue to provide some form of financial update between semiannual reports. Both surveys also revealed strong support for reforming the rules underpinning Forms 10-Q and 10-K, to reduce or eliminate repetitive, immaterial, and boilerplate disclosures.

NIRI takes no position on whether companies should choose to shift to semiannual reporting or continue reporting quarterly since this is a decision that would be based on each company’s unique circumstances. Regardless of reporting frequency, NIRI believes that effective investor communications remain essential to maintaining credibility, transparency, and fair valuation. NIRI’s seminal publication, Standards of Practice for Investor Relations – Disclosure, states, “Communications excellence in the form of complete, consistent disclosure can yield strategic benefits including strengthened credibility, reputation, brand, and ultimately fair valuation.” So, there are clearly several key considerations involved in this decision.

What Might Companies Continue to Disclose Voluntarily?

Many will naturally wonder:

Would companies still provide quarterly financial information?
Quarterly earnings calls?
Guidance updates?
Investor presentations?

Key Decision-Making Considerations

Shareholder Feedback – What do the company’s shareholders think about a potential shift to semiannual reporting?
Equity Valuation – How is the market likely to react to reduced disclosure, and what are the potential effects on fair stock valuation and borrowing costs?
Analyst Coverage – Are your analysts supportive of semiannual reporting, or have they indicated risk of dropped coverage for their covered companies who adopt the shift?
Peer Practice – What are the implications of diverging from the reporting periodicity of the company’s sector peer group?
Investor and Analyst Mind Share – Would a shift to semiannual reporting put the company at a disadvantage relative to peers who maintain quarterly reporting, given the reduced frequency of news flow, investor touchpoints, and opportunities to stay top-of-mind with the sell-side and buy-side?
Information Gaps and Volatility – Could less frequent mandatory reporting increase uncertainty between formal disclosures, potentially resulting in greater stock price volatility or investor speculation?
Long-Term Perspective – Does semiannual reporting fit the company’s business model? Has the company historically worked to focus investors on a longer-term perspective rather than a next-quarter outlook?
Internal Capabilities – Does the company have the capacity and internal controls to continue meeting quarterly reporting requirements successfully, and would that capability be at risk if reporting shifted?
Regulatory Savings – Would any compliance expense savings from semiannual reporting outweigh the potential negatives?
Debt Covenants –Does the company have debt covenants, credit facilities, or other agreements that require quarterly reporting?
Other Regulatory Reports –Is the company already required to file quarterly reports with other regulators (e.g., Call Reports filed by publicly traded banks with banking regulators)?
Trading Blackouts –Would a shift to semiannual reporting materially reduce pre-scheduled trading windows and the number of approved trading days for insiders?

The impact of semiannual reporting will likely vary based on a company’s size, industry, investor base, and disclosure philosophy. Companies evaluating this option should carefully assess both the potential operational benefits and the implications for their relationships with investors, analysts, lenders, and other stakeholders.

Continue the Conversation

NIRI encourages members to discuss and share thoughts, perspectives and experiences about this significant pending rule change on NIRI eGroups.

Resources