How Would I Know if a Company Reports Semiannually?

Under the SEC's semiannual reporting proposal, you would find out from the cover page of a company's annual Form 10-K, where a new check box would show whether it has elected to file one semiannual Form 10-S instead of three quarterly 10-Qs. For now that is hypothetical. The SEC proposed the change in May 2026 under file S7-2026-15, and as of October 7, 2026 it has not been adopted, so no company can file a Form 10-S today and every company that files 10-Qs still has to file them.

Can a company switch to semiannual reports today?

No company can switch today, because the rule that would allow it does not exist yet. The SEC issued the proposal, Release 33-11414, on May 5, 2026, it was published in the Federal Register on May 7, and public comments were due by July 6. The SEC's rulemaking page, last updated July 31, 2026, still lists it as a proposed rule, notes that a large number of comments have been received, and shows no final rule. Until that changes, the current Exchange Act rules keep requiring three Form 10-Q reports a year from companies that file them now.

A final rule, if one comes, could also look different from the proposal. hi2morrow's overview of what SEC Form 10-S is and where the proposal stands covers what the new form would contain. The question here is narrower: if the proposal were adopted as written, where and when could you see that a particular company had moved to a semiannual schedule? Everything below describes the text of the proposal, not rules in force.

Where would a company disclose that it reports semiannually?

The disclosure would sit on the cover page of the annual report. The SEC's proposing release 33-11414 would add a check box to the Form 10-K cover and calls it the sole means by which a company would indicate each year whether it is choosing semiannual reporting, as well as the way it would disclose the selected frequency to investors and other market participants. A checked box would mean semiannual reporting for the coming fiscal year, and an unchecked box would mean quarterly reporting, which stays the default.

The release would also give the two groups formal names. A "quarterly filer" would be a company required to file Form 10-Q, and a "semiannual filer" would be one required to file Form 10-S, with both definitions added to Exchange Act Rule 12b-2. A semiannual filer would file one Form 10-S and one Form 10-K per fiscal year. The 10-S would cover the first six months and would be due 40 days after that half-year ends for large accelerated and accelerated filers and 45 days for other companies, the same deadlines that apply to a 10-Q today, while the second half of the year would be folded into the 10-K.

In practice, that would make the 10-K cover on EDGAR the primary record of a company's reporting frequency. The release does not say how earnings calendars, screeners, or data providers would display the election, so a label in a third-party tool would be a secondary source at best. The same answer would also appear on registration statements a reporting company files after that 10-K, because the release says such a company could not answer differently from its most recent 10-K.

When would you first find out about a switch?

You would first find out on the day the company files its 10-K. The SEC says so directly in its request for comment: for investors and other market participants, "the first indication" that a company will file only semiannual reports would come with its most recent annual report. A calendar-year company that files its 10-K in March could stop filing quarterly reports immediately, with its next interim report being a Form 10-S for the first six months. The SEC asked whether earlier notice would help investors and what form it should take, which means the question is open rather than settled.

The proposal would not require a separate announcement. The SEC considered an alternative in which a company would file a Form 8-K within four business days of deciding to change its reporting frequency for the next fiscal year, but it did not propose that requirement. In the same discussion the release acknowledges that uncertainty about a company's upcoming reporting frequency could carry costs, including potentially higher share-price volatility until the uncertainty is resolved.

Here is how that would look for ABC Corp., a hypothetical calendar-year large accelerated filer, assuming the rule were adopted in its proposed form. ABC files its 10-K for fiscal 2026 in March 2027 with the semiannual box checked, and that filing is the first public signal. The 10-Q for the first quarter, which would otherwise be due 40 days after March 31, around May 10, 2027, would not be filed. ABC's Form 10-S for January through June 2027 would be due by August 10, 2027, the date the release gives for a six-month period ending June 30. There would be no third-quarter 10-Q in the fall, and the second half of 2027 would be reported in the 10-K for fiscal 2027 in early 2028. The SEC's own example in the release follows the same calendar, and none of this is a forecast about any real company.

Alexander Styopin's professional view: if the rule passed, the 10-K filing date would become a small event of its own for anyone who plans around reporting dates. A trader who assumed every company still files a May 10-Q could spend weeks expecting a filing that is no longer required, and the release itself acknowledges the market might get no earlier warning. Checking the cover page once a year for the names you follow closely would be a short task, and it would replace guesswork with the company's own statement.

Could a company switch back or change mid-year?

A company could switch back, but only once a year and only through the next 10-K. The release says the choice would be made annually and could not be changed until the next annual report is filed. Because an unmarked box means quarterly reporting, a company that wants to stay semiannual would have to check the box again every year, and one that leaves it blank would return to 10-Qs starting with the first quarter of that fiscal year.

The release walks through the reverse case as well. If ABC filed its fiscal 2027 10-K in March 2028 with the box unchecked, it would file a 10-Q for the quarter ended March 31, 2028 in May 2028. That first 10-Q would need comparable figures for the first quarter of 2027, which had been folded into the six-month 10-S, so the release notes that a company returning to quarterly reporting may need extra steps, including an auditor's review of those comparable quarterly periods.

A change in the middle of a fiscal year would not be allowed. Once the election is made, the company would be committed to it for the rest of that fiscal year, and the SEC explains this as a way to avoid investor confusion about when interim reports would arrive. A company could not file a Form 10-S for the first half and then a 10-Q for the third quarter, or file a first-quarter 10-Q and then switch to a 10-S. The SEC asked commenters whether that rule should be relaxed, including for newly public companies, so this detail could change in a final rule.

The one exception would be a genuine mistake on the check box. A company that checked or left blank the wrong box could correct it by filing a Form 10-K/A with an amended cover page and an explanatory note, no later than the due date of its first 10-Q for that fiscal year, and a late-filing notice on Form 12b-25 would not extend that deadline. For ABC, a box checked by error in March 2027 would have to be fixed by about May 10, 2027. The release describes this correction only for inadvertent errors, not for a change of mind, so if you saw a semiannual election on a 10-K, a cover-page amendment filed in the following weeks would be the one way the proposal provides for it to change before the next annual report.

How would it work for IPOs and foreign companies?

Companies going public would show their choice in the registration statement. The proposal would add a similar check box to the cover of Securities Act registration statements on Forms S-1, S-3, S-4, and S-11 and Exchange Act registration statements on Form 10, and a private company conducting an initial public offering would make its first election there. Until the registration statement becomes effective, the company could change that answer. After it becomes effective, the company would be a reporting company and could change its frequency only through the annual 10-K process described above.

The timing of the first semiannual report for a newly public company would mirror today's rule for its first 10-Q. Form 10-S would be due on the later of 45 days after the registration statement becomes effective or the date it would otherwise have been due had the company already been reporting. For anyone who follows new listings from the first trade, which has its own mechanics covered in hi2morrow's guide to why a US IPO doesn't start trading at 9:30 a.m., the S-1 cover would be the place to check the planned reporting frequency before the stock begins trading.

Foreign companies are a separate case, and it is easy to mix them up with the proposal. Foreign private issuers, asset-backed issuers, and certain registered investment companies are already exempt from filing Form 10-Q under Exchange Act Rules 13a-13 and 15d-13, and the release's economic analysis lists foreign private issuers filing annual reports on Form 20-F or Form 40-F among the companies outside the group the amendments would directly affect. If a foreign stock you trade has no 10-Q history, that reflects its current filing status and has nothing to do with Form 10-S.

Does a missing 10-Q mean no quarterly earnings?

A missing 10-Q would not necessarily mean a missing quarterly earnings report. The check box would answer only one question, whether the company files a Form 10-S or Form 10-Q, and the SEC's economic analysis expects companies to respond in different ways. It describes semiannual reporters, which would file semiannually without systematically providing voluntary first- and third-quarter disclosure, quarterly reporters, which would keep filing 10-Qs, and hybrid reporters, which would elect semiannual filing while continuing to provide quarterly information through earnings releases, guidance, or conference calls. A hybrid reporter could even include quarterly figures voluntarily in its Form 10-S.

That means the 10-K cover would tell you which periodic report to expect, while the company's own earnings announcements would tell you whether quarterly results keep coming. The release also notes that exchange listing standards generally do not set a reporting frequency today and refer instead to compliance with SEC rules, and that exchange rules might need changes if the proposal were adopted, with SEC staff coordinating with the exchanges. Those changes aren't part of the proposal itself, so the filing calendar and the earnings calendar would remain two separate things to watch.

Educational material only. Not investment or legal advice. The SEC's proposal could change before any final rule, and filing requirements can vary by company and filer status.

Author: Alexander Styopin, hi2morrow analyst and economist with 25 years of experience in the US stock market