Statement Summary
The Commission has proposed amendments allowing public companies to file one semiannual report instead of three quarterly reports, via a new Form 10-S. This initiative aims to increase regulatory flexibility, enabling companies to choose a reporting frequency that best serves their business needs and investors while maintaining essential investor protections. Companies may weigh various factors, including costs and investor expectations, when determining their reporting cadence. The proposal invites public feedback and is part of a broader effort to reform SEC rules, making public company status more attractive. Furthermore, the Commission is exploring potential amendments to Regulation S-K and encourages the Financial Accounting Standards Board to revise accounting standards for better material disclosures.
Original Statement
Today, the Commission proposed amendments to provide public companies with the option of filing one semiannual report, on a new Form 10-S, in lieu of three quarterly reports on Form 10-Q. This proposal is part of my Make IPOs Great Again agenda that is aimed at incentivizing companies to go and stay public.
Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.
In determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections. Ultimately, this flexibility might reduce some of the burdens of being a public company and potentially influence a company’s decision to become or remain public. The proposal seeks public input on the optional semiannual reporting framework, and I look forward to the public feedback.
Of course, the frequency of regulatory reporting is only part of the equation for incentivizing companies to go and stay public. Another significant part is ensuring that the disclosure—both financial and non-financial—mandated in interim reports, whether filed quarterly or semiannually, is guided by materiality as the north star. At the SEC, the Commission staff is well underway in exploring potential amendments to Regulation S-K, generally and including the parts implicated by interim reports.
With respect to the financial statements required in interim reports, I also encourage the Financial Accounting Standards Board to evaluate potential amendments to its accounting standards, with the same goal of eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.
Today’s proposal is just the first step of the larger, comprehensive effort to review and reshape the current SEC rules governing public companies with respect to their ongoing reporting obligations and their ability to raise capital in the public markets. Over the next few months, I expect that the Commission will be considering a series of proposals that, if adopted, will not only redefine what it means to be a public company, but will make being public attractive again.
Thank you to the following members of the Commission staff for their work on this proposal:
Jim Moloney, Sebastian Gomez Abero, Ted Yu, Heather Rosenberger, Mark Saltzburg, Ryan Milne, Steve Hearne, Luna Bloom, Valian Afshar, Adam Turk, Michael Reedich, Angie Kim, Anna Abramson, Jessica Ansart, Kayla Roberts, and Hodan Siad
J. Russell McGranahan, Bryant Morris, Dorothy McCuaig, Eduardo Aleman, Michael Killoy, and Rebecca Orban
Lyndon Orton, Mattias Nilsson, Mahdi Mohseni, Tara Bhandari, Maclean Gaulin, Michael Pessin, Rob Girouard, and Don Edmonds
Kurt Hohl, Shaz Niazi, Michal Dusza, Sheri York, Gaurav Hiranandani, Erin Nelson, Taylor Pross, Polia Nair, and Andrea Willette
Sarah ten Siethoff, Brian Johnson, and Brad Gude
Today’s proposal would not affect the frequency of a company’s earnings call and earnings release. That frequency has been, and will continue to be, determined solely by the company. Regulation S-K serves as the central repository for disclosure requirements outside of the financial statements.
