SEC Proposes Semi-Annual Reporting

On May 5, 2026, the SEC issued its much-anticipated proposed rule providing domestic public companies with the option to transition from a quarterly to a semi-annual reporting framework.  Foreign Private Issuers are not impacted by the proposed rule change.  This proposal is not merely a technical adjustment but a fundamental re-imagining of the periodic reporting obligations that have governed the American capital markets for over half a century.

Background

The current quarterly reporting regime, primarily executed through Form 10-Q, has its roots in the post-World War II industrial recovery period. At that time, the markets were dominated by manufacturing concerns with linear business models that aligned reasonably well with a 90-day reporting cycle. However, in 2026, the diversity of the public issuer base—ranging from trillion-dollar technology giants to pre-revenue biotechnology firms—demands a more nuanced approach. The proposal reflects a “deal maker” philosophy, moving away from the “one-size-fits-all” mandate toward a flexible, election-based model that allows issuers to