SEC Form 10-S: What Semiannual Reporting Does to Insider Trading

Fifty-five years ago, the SEC scrapped semiannual reporting and moved public companies to quarterly Form 10-Q filings. The logic was straightforward: more disclosure, more often, on a uniform schedule. On May 5, 2026, the SEC proposed reversing that decision — at least optionally. Under File No. S7-2026-15, companies could elect to file a single semiannual Form 10-S instead of three quarterly 10-Qs, producing one mid-year report and one annual 10-K.

Most coverage has framed this as a corporate-compliance story: compliance costs, reporting burdens, form mechanics. That’s fine as far as it goes. But there’s a second story running underneath it that matters more for investors who track Form 4 insider filings and congressional trades: semiannual reporting would structurally alter when insiders can legally trade, how much material nonpublic information accumulates between disclosures, and how hard it becomes for retail investors to read the context around a Form 4 filing.

The public comment period closes July 6, 2026. Here’s what the proposal actually says, why it matters for insider trading signals, and what to watch for if it passes.

What the SEC is actually proposing

The proposal was published May 5, 2026, under Release Nos. 33-11414 / 34-105368 / File No. S7-2026-15. It is voluntary, not mandatory. Companies that opt in check a box on their Form 10-K cover page to elect semiannual reporting for that fiscal year. The election applies for the full year — there is no mid-year switch.

Under the proposal, a company that elects semiannual reporting would file:

Crucially, Form 8-K obligations are untouched. If a company undergoes a material event (an executive departure, a major contract, a financial restatement), it must still report within four business days. SEC Chairman Atkins has also stated the proposal would not affect the frequency of earnings calls or voluntary earnings releases, which stay within each company’s discretion.

The SEC estimates the change would save roughly $198,000 per issuer annually, with aggregate ten-year savings in the $2.9 to $3.4 billion range at a 20% adoption rate. About 56% of Nasdaq-listed companies and 29% of NYSE-listed companies would be eligible filers.

Why quarterly reporting exists — and why it replaced Form 9-K in 1970

The current quarterly disclosure system has been in place for over five decades. In 1970, the SEC rescinded semiannual reporting on Form 9-K and replaced it with quarterly Form 10-Q specifically to give investors more detailed information and create a uniform disclosure schedule. The explicit goal was to reduce the information gap between corporate insiders and the investing public.

The current proposal would be, as one law firm put it, “the most significant structural change to public company periodic reporting in approximately 75 years.” Understanding why quarterly reporting was introduced in the first place makes the stakes of reversing it clearer.

Not all U.S. public companies file quarterly already. Foreign private issuers, asset-backed security issuers, and certain other categories are currently exempt from Form 10-Q requirements. The proposal would extend similar flexibility to domestic companies that choose it.

Form 10-S vs. Form 10-Q: what actually changes on paper

For anyone who has read a Form 10-Q, the proposed Form 10-S will look familiar. The new form requires the same narrative disclosures and financial information as a 10-Q: management’s discussion and analysis, quantitative and qualitative disclosures about market risk, internal controls certifications, simply covering a six-month period rather than a fiscal quarter. Financial statements must be reviewed (not audited) by independent accountants under GAAP.

The filing deadlines are identical to the current 10-Q deadlines: 40 days after period-end for large accelerated and accelerated filers, 45 days for all others. So the form itself is not substantially lighter — the reduction is in the number of reports, not the depth of each one.

The insider trading problem: longer blackout windows and MNPI accumulation

This is where the proposal’s investor-signal implications come into focus. Most corporate insider trading policies anchor blackout periods to the quarterly filing calendar: trading closes some days before a quarter ends and reopens after earnings are released and the 10-Q is filed. Those periodic filing dates are the mechanism that clears accumulated MNPI and reopens the window.

Under semiannual reporting, the number of those window-opening events drops from three per year (plus the annual) to one per year (plus the annual). The practical consequence, as Gibson Dunn notes, is that semiannual reporting could “meaningfully reduce the number and length of open trading windows under a company’s insider trading policy.”

The Rule 10b5-1 cooling-off period compounds this. Under the 2022 amendments to Rule 10b5-1, officers and directors must wait the later of 90 days or two business days after disclosing financial results before a new preplanned trading plan can execute. At a quarterly filer, that cooling-off period anchors to four reporting events per year. At a semiannual filer, it anchors to two. Officers and directors entering a new plan during the first or second half of the year would face an extended initial cooling-off period compared with their counterparts at quarterly filers.

At the same time, MNPI accumulates for six months before the mandatory semiannual disclosure clears it. Six months is long enough for product failures, revenue misses, debt problems, and executive transitions to develop inside a company without reaching public investors through a mandatory periodic report. Kleinberg Kaplan flags that companies may need to issue additional voluntary earnings releases or Form 8-K filings specifically to reopen insider trading windows between semiannual filings — essentially re-creating quarterly disclosure informally to manage their own legal exposure.

What the Form 4 signal looks like under semiannual reporting

For investors who track open-market purchases on Form 4 (transaction Code P), the change in reporting cadence creates an interpretive challenge. Right now, when you see a Code P purchase, you can cross-reference it against the company’s known quarterly reporting calendar to judge whether the trade occurred inside or outside a blackout window. A purchase during a known open window, with no 10b5-1 plan, is typically the most meaningful signal.

Under semiannual reporting, that context gets harder to reconstruct without knowing whether the company opted into Form 10-S. Companies that elect semiannual reporting and then issue voluntary quarterly 8-K earnings releases to keep windows open will produce a trading environment that looks similar to the current one — but one where the mandatory disclosure obligation has been removed and the voluntary release is driven at least partly by the need to manage insider legal exposure.

Specifically, Fenwick & West notes that insiders at semiannual filers may increasingly rely on Rule 10b5-1 preplanned trading arrangements to execute transactions during limited open windows. If that happens, the proportion of Form 4 filings carrying a 10b5-1 checkmark at semiannual filers would rise — and a higher share of 10b5-1 filings means more noise relative to discretionary signal.

Who benefits — and who loses — from less frequent disclosure

The SEC frames the proposal as reducing unnecessary compliance burden. And for smaller companies with limited finance teams, the quarterly reporting cycle is genuinely expensive: a 2019 Nasdaq survey found average quarterly reporting compliance costs of $334,698 per quarter. The proposed savings of $198,000 per issuer annually are real, even if they represent a partial offset.

The distributional question is who absorbs the cost of less information. As r/WallStreetBets’ comment submission put it directly: institutional investors have expert networks, channel checks, alternative data, satellite imagery of retailer parking lots, and credit card panel data. Retail investors have public filings. The quarterly 10-Q is one of the few places where the information asymmetry gets structurally narrowed by law.

Critics of the proposal call it “the biggest rollback of investor disclosure requirements in more than 50 years.” A six-month gap is long enough for serious problems (fraud, product failures, ballooning debt) to develop without mandatory public reporting. The Form 10-Q is the primary vehicle retail investors use to evaluate revenues, expenses, and risk on a regular basis. Under semiannual reporting, they would receive that picture twice a year instead of four times.

There is also a structural problem identified by the Harvard Law School Forum on Corporate Governance: credit agreements typically require quarterly financials, so many companies with debt covenants would be contractually obligated to produce them regardless of the SEC election. This could limit practical adoption to cash-rich, debt-light companies — precisely those for whom the compliance cost savings matter least.

International precedent: what happened in the EU and UK

The U.S. would not be the first market to make this shift. The European Union eliminated mandatory quarterly reporting in 2013–2015; the United Kingdom followed in 2014. Hong Kong and Japan also report on semiannual schedules.

The UK experience is the most instructive data point for modeling U.S. adoption. About 90% of UK companies initially continued with voluntary quarterly updates after the mandatory requirement was dropped. The habit was entrenched and investor relations pressure kept it in place. But over a decade, the pattern shifted: most UK companies now operate on semiannual schedules.

The lesson is that voluntary disclosure is sticky in the short run but erodes over time. Companies facing competitive pressure to reduce costs, and facing no mandatory obligation to issue quarterly releases, will eventually discontinue them. For U.S. retail investors, the relevant question is not what companies would do in year one of the rule, but what they would do in year five or year ten.

What retail investors and Reddit are saying — and how to submit a comment

The public comment period has drawn more retail investor participation than most SEC rulemaking. Within the first week, over 120 commenters had opposed the rule, including retail investors, certified financial planners, hedge fund managers, and a former SEC attorney.

r/WallStreetBets, a community of approximately 18 million self-directed retail investors, filed a formal comment (SEC document S7-2026-15) calling quarterly 10-Q filings “the single most important leveling mechanism between retail and institutional investors in U.S. equity markets.” Their submission rebutted the SEC’s efficiency argument with a characteristically direct observation:

The comment deadline is July 6, 2026. Comments can be submitted at sec.gov under File No. S7-2026-15. Any person, including individual investors, is entitled to submit a comment on any SEC rulemaking during the public comment period. The SEC is required to read and consider all submitted comments before adopting a final rule.

What to watch for if the rule passes

If the SEC finalizes Form 10-S, here are the specific things to track as an investor who follows insider activity.

Check the Form 10-K cover page. The semiannual election is made via a checkbox on the Form 10-K, and the election locks in for the full fiscal year. If you follow a company and it files a 10-K with that box checked, the next mid-year report will be a Form 10-S rather than a 10-Q. This changes your reference points for when the company’s trading window is open.

Watch for voluntary quarterly 8-K earnings releases. As Gibson Dunn notes, companies that elect semiannual reporting will likely need to assess “whether particular developments warrant a current report on Form 8-K” to manage insider trading windows. A voluntary quarterly earnings release on Form 8-K at a semiannual filer is a signal that insiders needed to clear a trading window — it’s not just a nice-to-have investor relations gesture.

Cross-reference Form 4 dates against the reporting calendar.When you see a Code P open-market purchase at a company you follow, check whether that company is a semiannual filer and, if so, whether it issued a voluntary earnings release around that date. A purchase that occurs shortly after a voluntary 8-K earnings release may have more context behind it than one in the middle of a six-month gap — the timing tells you something about whether the insider was operating in a formally open window or accepting more personal legal risk.

Expect more 10b5-1 plan checkmarks. As Kleinberg Kaplan observes, insiders at semiannual filers may find it necessary to adopt stricter pre-clearance protocols or increase reliance on Rule 10b5-1 preplanned trading arrangements. If that happens, more Form 4 filings from those companies will carry the 10b5-1 checkbox — which typically reduces the signal weight of any individual transaction.