Companies subject to the reporting obligations of Exchange Act Sections 13(a) and 15(d) (reporting
summary
The SEC proposed amendments to let public companies elect semiannual reporting on a new Form 10‑S instead of quarterly Form 10‑Q, with a 60‑day public comment period and no enforcement action.
paragraph
The U.S. Securities and Exchange Commission proposed changes to Exchange Act Rules 13a‑13 and 15d‑13 to permit public reporting companies to file semiannual reports on a new Form 10‑S rather than quarterly Form 10‑Q. The Form 10‑S would contain the same disclosures as a Form 10‑Q, cover a six‑month period, and be reviewed—not audited—under U.S. GAAP, with filing due 40‑45 days after the period end. The proposal also revises Regulation S‑X and related transition‑report rules and includes technical amendments, with a 60‑day comment window and no fraud allegations or penalties.
narrative
The SEC issued a fact sheet proposing amendments to Exchange Act Rules 13a‑13 and 15d‑13 that would allow public companies to elect semiannual reporting on a new Form 10‑S instead of the quarterly Form 10‑Q. Under the proposal, semiannual filers would file one interim report and one annual report each fiscal year, with the Form 10‑S due 40‑45 days after the six‑month period and required only a review, not a full audit, under U.S. GAAP. The new form would carry the same narrative disclosures and financial information as the current Form 10‑Q. The rule changes also amend Regulation S‑X and transition‑report rules to accommodate the optional semiannual cadence and make technical updates to other rules and forms. No individuals or entities are accused of wrongdoing, and no monetary penalties or enforcement actions are involved. The SEC opened a 60‑day public comment period for the proposal.
Classified non-corporate(confidence 99%). No EDGAR filing fingerprint (criminal/DOJ-side scheme). detection rule →
Parties
reporting companiesSecurities and Exchange Commissionsemiannual filers
Keywords
reportingsemiannualformcompaniessemiannual reportingreportsrulesreporting companiesoptional semiannualsemiannual filersexchangefileregistration statementsstatementsamendments
Extracted insights
Entities 3
- person reporting companies
- agency Securities and Exchange Commission
- person semiannual filers
Triples 10
- SEC proposed amendments to Exchange Act Rules 13a-13 and 15d-13
- Reporting Companies must file periodic reports as required by Commission rules
- Reporting Companies currently file three quarterly reports on Form 10-Q each fiscal year
- SEC proposed amendments to allow reporting companies to elect semiannual reporting
- Semiannual Filers would be required to file one semiannual report and one annual report per fiscal year
- Semiannual Filers would file interim reports on new Form 10-S
- Form 10-S would cover a fiscal six-month period
- Form 10-S due 40 or 45 days after end of first semiannual period
- Financial Statements for Semiannual Period required to be prepared in accordance with United States generally accepted accounting principles
- SEC proposed amendments to Regulation S-X
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FACT SHEET
Proposal to Allow Optional
Semiannual Reporting
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2
Background
Companies subject to the reporting obligations of Exchange Act Sections 13(a) and 15(d) (reporting
companies) must file periodic reports as required by the Commission’s rules. Currently, Exchange
Act Rules 13a-13 and 15d-13 require reporting companies to file quarterly reports on Form 10-Q, with
certain exceptions (e.g., certain foreign private issuers, investment companies, and asset-backed
issuers). Pursuant to these rules, reporting companies currently file with the Commission three
quarterly reports on Form 10-Q each fiscal year, with the fourth fiscal quarter subsumed within the
reporting company’s annual report on Form 10-K.
Optional Semiannual Reporting
The proposal would amend Exchange Act Rules 13a-13 and 15d-13 to allow reporting companies to
elect to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q.
Companies that make this election (semiannual filers) would be required to file one semiannual
report and one annual report for each fiscal year. Companies that do not choose to become
semiannual filers would continue to file quarterly reports on Form 10-Q. The proposed amendments
would provide greater flexibility to reporting companies to select the interim reporting frequency that
best serves the company and its investors.
Reporting companies would make the election to become semiannual filers by marking a check box
on the cover page of the annual report on Form 10-K, Securities Act registration statements (Forms
S-1, S-3, S-4, or S-11), or Exchange Act registration statements on Form 10, as applicable.
The Securities and Exchange Commission proposed amendments to provide public companies
with the option of filing interim reports on a semiannual basis rather than on a quarterly basis.
The proposal includes the following:
• amendments to Exchange Act Rules 13a-13 and 15d-13 that would permit public
companies to elect to file semiannual reports instead of quarterly reports;
• a new Form 10-S on which semiannual filers would file semiannual reports;
• amendments to Regulation S-X that would revise rules governing financial statement
requirements in periodic reports, registration statements, and proxy statements to
reflect the new optional semiannual reporting approach; and
• technical amendments to numerous existing rules and forms that refer to quarterly
reporting to incorporate the optional semiannual reporting approach.
FACT SHEET | Semiannual Reporting
U.S. SECURITIES AND EXCHANGE COMMISSION
PAGE 2 OF 2
New Form 10-S
Semiannual filers would file their interim reports on new Form 10-S. This form would require the
same narrative disclosures and financial information as the current Form 10-Q but would cover a
fiscal six-month period rather than a fiscal quarter.
The financial statements for a semiannual period would be required to be prepared in accordance
with United States generally accepted accounting principles and reviewed by an auditor (but not
required to be audited). Semiannual filers would have the same length of time to file the Form 10-S
as Form 10-Q, with the Form 10-S due 40 or 45 days (depending on the company’s filer status) after
the end of the first semiannual period of the fiscal year.
Amendments to Regulation S-X
The amendments to Regulation S-X would revise rules governing financial statement
requirements in periodic reports, registration statements, and proxy statements to reflect the
new optional semiannual reporting approach, such as:
• amending the requirements governing the age of financial statements to help ensure
that, when semiannual filers file registration statements, their financial statements in
those registration statements are not considered “stale” under existing rules built along
a quarterly framework; and
• simplifying the rules governing the age of financial statements and consolidating these
requirements in a single rule.
Amendments to Transition Report Rules and Technical Amendments
To reflect the optional semiannual reporting approach, the proposal would amend Exchange
Act Rules 13a-10 and 15d-10, which set forth requirements with respect to transition reports
upon a change in fiscal year.
The proposal would also make technical amendments to numerous existing rules and forms
that refer to quarterly reporting to reflect the optional semiannual reporting approach.
Additional Information:
The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register. OCR text (4,906c · tika · 95% conf)
FACT SHEET
Proposal to Allow Optional
Semiannual Reporting
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2
Background
Companies subject to the reporting obligations of Exchange Act Sections 13(a) and 15(d) (reporting
companies) must file periodic reports as required by the Commission’s rules. Currently, Exchange
Act Rules 13a-13 and 15d-13 require reporting companies to file quarterly reports on Form 10-Q, with
certain exceptions (e.g., certain foreign private issuers, investment companies, and asset-backed
issuers). Pursuant to these rules, reporting companies currently file with the Commission three
quarterly reports on Form 10-Q each fiscal year, with the fourth fiscal quarter subsumed within the
reporting company’s annual report on Form 10-K.
Optional Semiannual Reporting
The proposal would amend Exchange Act Rules 13a-13 and 15d-13 to allow reporting companies to
elect to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q.
Companies that make this election (semiannual filers) would be required to file one semiannual
report and one annual report for each fiscal year. Companies that do not choose to become
semiannual filers would continue to file quarterly reports on Form 10-Q. The proposed amendments
would provide greater flexibility to reporting companies to select the interim reporting frequency that
best serves the company and its investors.
Reporting companies would make the election to become semiannual filers by marking a check box
on the cover page of the annual report on Form 10-K, Securities Act registration statements (Forms
S-1, S-3, S-4, or S-11), or Exchange Act registration statements on Form 10, as applicable.
The Securities and Exchange Commission proposed amendments to provide public companies
with the option of filing interim reports on a semiannual basis rather than on a quarterly basis.
The proposal includes the following:
• amendments to Exchange Act Rules 13a-13 and 15d-13 that would permit public
companies to elect to file semiannual reports instead of quarterly reports;
• a new Form 10-S on which semiannual filers would file semiannual reports;
• amendments to Regulation S-X that would revise rules governing financial statement
requirements in periodic reports, registration statements, and proxy statements to
reflect the new optional semiannual reporting approach; and
• technical amendments to numerous existing rules and forms that refer to quarterly
reporting to incorporate the optional semiannual reporting approach.
FACT SHEET | Semiannual Reporting
U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 2 OF 2
New Form 10-S
Semiannual filers would file their interim reports on new Form 10-S. This form would require the
same narrative disclosures and financial information as the current Form 10-Q but would cover a
fiscal six-month period rather than a fiscal quarter.
The financial statements for a semiannual period would be required to be prepared in accordance
with United States generally accepted accounting principles and reviewed by an auditor (but not
required to be audited). Semiannual filers would have the same length of time to file the Form 10-S
as Form 10-Q, with the Form 10-S due 40 or 45 days (depending on the company’s filer status) after
the end of the first semiannual period of the fiscal year.
Amendments to Regulation S-X
The amendments to Regulation S-X would revise rules governing financial statement
requirements in periodic reports, registration statements, and proxy statements to reflect the
new optional semiannual reporting approach, such as:
• amending the requirements governing the age of financial statements to help ensure
that, when semiannual filers file registration statements, their financial statements in
those registration statements are not considered “stale” under existing rules built along
a quarterly framework; and
• simplifying the rules governing the age of financial statements and consolidating these
requirements in a single rule.
Amendments to Transition Report Rules and Technical Amendments
To reflect the optional semiannual reporting approach, the proposal would amend Exchange
Act Rules 13a-10 and 15d-10, which set forth requirements with respect to transition reports
upon a change in fiscal year.
The proposal would also make technical amendments to numerous existing rules and forms
that refer to quarterly reporting to reflect the optional semiannual reporting approach.
Additional Information:
The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.
Background
Optional Semiannual Reporting
New Form 10-S
Amendments to Regulation S-X
Amendments to Transition Report Rules and Technical Amendments
Additional Information: