Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September.
Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner Peirce’s statement and Commissioner Uyeda’s statement. There’s a 60-day comment period.
Here’s a summary of the SEC’s proposal:
1. Optional Semiannual Reporting Structure: Companies electing the new approach would file one semiannual report (Form 10-S) and one annual report (Form 10-K) per year, while companies that don’t elect it would continue quarterly reporting.
2. Election Mechanism: Companies would opt into semiannual reporting by checking a box on certain filings, including Form 10-K or registration statements (e.g., Forms S-1, S-3, S-4, S-11, or Form 10).
3. New Form 10-S Requirements: The proposed Form 10-S would require substantially the same disclosures as Form 10-Q – but for a six-month period, with financial statements prepared under GAAP and reviewed (not audited) by an auditor.
4. Filing Deadlines: Semiannual reports on Form 10-S would be due 40 or 45 days after the end of a semiannual period, consistent with current Form 10-Q deadlines based on filer status.
5. Regulation S-X Amendments: The proposal would revise financial statement rules to accommodate semiannual reporting, including updating “staleness” requirements and streamlining age-of-financial-statement rules.
6. Transition and Technical Amendments: The SEC would update rules governing transition reports (Rules 13a-10 and 15d-10) and make conforming technical amendments across existing rules and forms referencing quarterly reporting.
The Cooley Alert with practical guidance about this proposal is coming soon…
Authored by
Broc Romanek