Semi-annual reporting will bring big changes, but the fiduciary duty remains

The Securities and Exchange Commission (SEC) wants to let public companies report to investors half as often as they do now - wealth managers are assessing what that means for those who rely on the filings.

On May 5, 2026, the SEC proposed letting US public companies file a single semi-annual report on a new Form 10-S instead of the three quarterly Form 10-Q filings mandatory since 1970. The option is elected annually, and public comments are due by July 6, 2026.

SEC Chairman Paul Atkins has cast the proposal as part of his “Make IPOs Great Again” agenda. “Public companies have an obligation under the federal securities laws to provide information that is material to investors,” he said in a statement that described materiality as the disclosure regime's north star.

Nevertheless, for registered investment advisors (RIAs), the proposal shifts onto them additional responsibilities for analysis and documentation.

That is the view of Sarah Razaq Sallis, a partner in the financial services and capital markets group at Husch Blackwell in Washington DC, and a former Financial Industry Regulatory Authority (FINRA) regulation attorney, whose practice now centers on securities enforcement matters.

For advisors, there is a crucial distinction between what the proposal changes and does not change. "The quarterly-filing requirement has always been the mechanism that forces the materiality application, and forces it onto a schedule," Sallis said. "Making that mechanism optional does not necessarily remove the obligation. It just kind of changes the cadence."

In securities enforcement, Sallis said “the timeline is everything” - every inquiry into insider trading, accounting fraud or a material omission brings the question: “what did they know, and when did they know it?” Quarterly filings have long anchored that timeline. Widen the interval, she warned, and "that gap is opportunity – and not for investors."

Additionally, the scrutiny is sharpest where the data is thinnest. The companies most likely to elect semi-annual reporting are small-to-mid-cap companies, which are “precisely the type of companies that are harder to value in the first place,” said Sallis. A six-month reporting gap forces a choice: “You can either hold a position based on the stale data, or you can build out some sort of alternative data sourcing to fill the gap … either of those paths comes with the risk and the cost.” It adds to an industry already wrestling with the industry's deepening appetite for investment risk.

What a defensible process looks like

As said in the halls of FINRA - “If it's not documented, it's not done,” said Sallis. A defensible interim process means documenting reviews of everything that remains public about companies between their filings: earnings calls and releases (which will continue unchanged); press releases, social media and blog posts (which the SEC lists as good substitute information sources); Form 8-K disclosures still mandatory for material events; and delisting notices or unregistered share sales. Sallis pointed as well to independent market intelligence on thinly traded or volatile issuers, where the company's own disclosure is sparse.

Additionally, advisors should cite these in a written record of their analytical reasoning for continuing to hold or recommend a security. “A review that happened but that wasn't written down, that doesn't exist for the SEC's purposes,” she said.

The phrase examiners will keep returning to is “reasonable basis,” said Sallis. Advisors must be able to point to records showing “what was the basis, and was it reevaluated during the gap, but not just … reconstructed after the fact.” That discipline is becoming part of how firms compete, alongside efforts like weaving tax planning into wealth management and serving a generation of investors shaped by 2008.

That competition has always tilted toward the largest firms, with the largest resources or informal information networks, Sallis acknowledged. A thinner filing schedule only sharpens it. "Competitively, yes, I do think [it] can disadvantage … the smaller firms that don't necessarily have [competitive] access," she said. Nevertheless: The SEC examines advisors against their own business, she noted, and "a reasonable basis for a very large RIA may look different for a smaller RIA,” leveling the expectations – and the playing field – somewhat.  

An advisor’s wish list for the SEC

Despite the versatility available to them, Sallis said advisors should press for clarity following the SEC’s filing updates rather than wait for it. Her wish list runs to three items,  each aimed at a specific gap the proposal opens:

First, desire: The SEC’s definition of what a “reasonable basis” looks like for holding a semi-annual filer through their interim filing period. After decades of mandatory quarterly filing “it would be helpful to have that standard defined, because this is just such a new thing."

Second: Mandatory triggers for interim disclosure – a requirement that issuers surface material developments between filings rather than let them sit for six months. While Form 8-K compels immediate disclosure of specific events and is still required of semi-annual filers, Sallis said important data that would otherwise surface quarterly but is excluded from 8-K’s risks safe-harbor for material omission (although that’s likely not the intention of the SEC, she said).

Third: Clarification on how Regulation Fair Disclosure (Reg FD) operates under the new cadence. Reg FD, which the SEC adopted in 2000, bars public companies from selectively sharing material non-public information with favored analysts or investors before releasing it to the market at large. "The SEC needs to say how that applies in a world where you've got earnings calls that continue quarterly, but your formal filings are only happening semi-annually,” said Sallis – the gap in that timeline creates a live Reg FD question.

If the wealth management industry does not advocate for these assurances “in a serious way,” said Sallis, “the lines will get drawn without them.”

Sallis kept circling back to one point. “The rule proposal changes the cadence, but it's not changing the obligation,” she said. An RIA's “fiduciary duty does not flex with the issuer's filing election.” The gap between what issuers must disclose and what fiduciaries must know is now the advisor's to fill.