Optional semiannual reporting on a new Form 10-S
On May 5, 2026 the Securities and Exchange Commission proposed amendments to Exchange Act Rules 13a-13 and 15d-13 that would let a reporting company elect to file semiannual reports on a new Form 10-S in lieu of quarterly reports on Form 10-Q. A company that elects it files one semiannual report and one annual report each fiscal year, and makes the election by marking a check box on the cover page of its Form 10-K, a registration statement on Form S-1, S-3, S-4 or S-11, or a Form 10. Form 10-S would require the same narrative disclosures and financial information as Form 10-Q over a six-month period, with financial statements prepared under US GAAP and reviewed by an auditor but not audited, and would be due 40 or 45 days after the end of that period depending on filer status. A company that does not elect it continues to file Form 10-Q. The release also proposes Regulation S-X amendments consolidating the rules on the age of financial statements into a single rule. Comments were due July 6, 2026.
Two filer categories in place of five
On May 19, 2026 the Commission proposed replacing the five overlapping filer statuses in the current framework with two. The public float threshold for large accelerated filer status would rise from $700 million to $2 billion, and a company would have to meet it in two consecutive years and have reported for at least 60 consecutive months. The accelerated filer and smaller reporting company categories would be eliminated, so every company that is not a large accelerated filer becomes a non-accelerated filer, and non-accelerated filers would not be required to obtain an auditor’s attestation on internal control over financial reporting. They would also receive the disclosure scaling now available to smaller reporting companies and emerging growth companies, including no say-on-pay votes, scaled executive compensation disclosure, and fewer years of financial statements. A new sub-category of small non-accelerated filers, for companies with total assets of $35 million or less in the two most recent years, would get 30 more days to file Form 10-K and five more to file Form 10-Q. Against the 5,976 registrants that filed on domestic forms in calendar year 2024, 19.2 percent would be large accelerated filers, compared with 35.4 percent today. Comments were due July 20, 2026.
Wider access to Form S-3 and shelf offerings
A companion release the same day would revise Form S-3 eligibility, removing the requirement that an issuer be subject to Exchange Act reporting for 12 months before using the form and eliminating the form’s transaction requirements, including the instruction requiring at least $75 million in public float to register an unlimited amount of securities. The release states this could increase the number of issuers eligible to offer an unlimited amount of securities on Form S-3 by over 60 percent. Registration and communication benefits now reserved for well-known seasoned issuers, which require $700 million in public float or $1 billion of registered debt, would extend to any issuer eligible to use Form S-3 with a class of common equity listed on a national securities exchange. The automatic shelf registration statement is the exception and would still require 12 months of Exchange Act reporting. The proposal would also let an issuer incorporate information by reference into Form S-1 before effectiveness without having filed an annual report for its most recent fiscal year, and after effectiveness without being a smaller reporting company, which the release estimates would raise the number of issuers eligible to forward incorporate by up to 106 percent. Comments were due July 27, 2026.
