Extension Request on the SEC’s Proposed Semiannual Reporting Rule

Summary

SIFMA and SIFMA AMG provided comments to the U.S. Securities and Exchange Commission (SEC) to extend the comment period on the Commission’s Proposed Semiannual Reporting Rule by 60 days to provide commenters with additional time to review and comment on the Proposal, which would allow companies to file semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the Securities Exchange Act of 1934.

Excerpt

SIFMA and SIFMA AMG represent broker-dealers and asset managers that invest in and have as clients public companies of all sizes across the U.S. capital markets. SIFMA members also serve as underwriters and placement agents for companies seeking to raise capital in the public markets, including through initial public offerings. These are the perspectives from which SIFMA and SIFMA AMG are evaluating the Proposal.

As the Commission notes, the Proposal represents a significant change to the long-standing quarterly reporting regime for public companies and could have wide-ranging impacts on the capital markets. Such a significant change raises complex and technical issues. For example, from a SIFMA perspective, the Proposal creates questions regarding underwriters’ due diligence processes. From a SIFMA AMG perspective, the Proposal creates questions about the timeliness of information available to investors and the ability of investors to compare companies in the same sector if they report financial information on different cadences. Given the potential significant implications of the Proposal on various aspects of capital markets, we request an additional 60 days to evaluate the potential impacts of the Proposal.

We also note that there are currently two additional outstanding rulemaking proposals relating to offering reform.4 Given the overlapping comment periods of these proposals and the overarching policy objectives of facilitating capital formation in public markets and encouraging IPOs, additional time to consider these proposals concurrently would allow our members to more thoroughly review the proposals, better articulate their opinions, and provide more useful suggestions to the SEC.

Finally, the comment letter due date currently falls on July 6th, 2026. This coincides with the 250th anniversary of American independence. We expect that many of our members’ staff will likely be unavailable or occupied with other obligations during this once-in-a-lifetime celebration.

Accordingly, we kindly request that the Commission extend the July 6th comment deadline by 60 days to provide our members and other market participants additional time to review the Proposal and more fully assess the potential implications of semiannual reporting by public companies. If you have any questions or wish to discuss our extension request, please do not hesitate to contact us by calling Joe Corcoran at (202) 962-7383 or Ray Mosca (202) 962-7342.