The Canadian Securities Administrators (CSA) has provided eligible venture issuers with the option to move away from quarterly reporting in favour of a semi-annual reporting (SAR) regime through the introduction of Coordinated Blanket Order 51-933 – Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order).
Drawing on our review of SEDAR+ filings, we examine the pace and profile of issuer participation, including adoption by exchange, industry, and market capitalization, as well as emerging practices around SAR and related disclosure. We also highlight select observations that may be relevant to issuers considering whether to adopt SAR and how best to communicate that decision to the market.
Key takeaways
- The adoption of SAR is gaining momentum. A growing cohort of eligible issuers has elected to adopt SAR, with the pace of adoption accelerating in recent weeks.
- Disclosure practices announcing adoption vary widely and may warrant careful consideration. While not required under the Blanket Order, many issuers provided some explanation for adopting SAR, though the depth and prominence of that disclosure varied significantly.
- SAR is gaining traction beyond Canada, but regulatory divergence may emerge. Parallel developments in the United States to permit SAR for U.S. domestic issuers signal a broader re‑evaluation of quarterly reporting regimes.
Background: The SAR Pilot
As discussed in BLG’s April 2026 Insight, under the Blanket Order, eligible venture issuers can now file financial statements and related MD&A on a semi-annual basis (the SAR Pilot). The Blanket Order provides exemptions from the requirement to file interim financial reports and related MD&A for the first and third quarters of a financial year.
To rely on these exemptions, an issuer must, among certain other requirements:
- be a venture issuer with securities listed on either the TSX Venture Exchange (TSXV) or the Canadian Securities Exchange (CSE);
- have been a reporting issuer in Canada for at least 12 months;
- have annual revenue of no more than $10 million, as reflected in its most recently filed audited annual financial statements;
- be up to date with all required periodic and timely disclosure filings; and
- issue and file a news release on SEDAR+ announcing its election to adopt SAR.
SAR adoption by the numbers
Since coming into effect on March 19, 2026, our review of SEDAR+ filings indicates that 111 issuers have announced their adoption of SAR (the SAR Participants) as of May 8, 2026. We estimate that over 1,7501 issuers are eligible to participate in the SAR Pilot, suggesting that approximately 6.5 per cent of eligible issuers have already opted in.
The pace of adoption is also accelerating, with 63 per cent of SAR Participants announcing their participation within just the past three weeks. This trend underscores increasing issuer comfort with the SAR Pilot and with SAR more generally.
We have also not observed any discernible share price reaction among SAR Participants following announcements of their adoption of SAR, suggesting a comparable level of acceptance (or at a minimum, indifference) among investors.
Based on our internal data, 68 per cent of SAR Participants are listed on the TSXV, with the remaining 32 per cent listed on the CSE. Approximately 73 per cent of all eligible issuers are listed on the TSXV, suggesting that CSE-listed issuers are slightly disproportionately adopting SAR.
A significant proportion of SAR Participants operate in the mining sector (60 per cent), while technology (10 per cent) and capital pool companies (11 per cent) have also been large adopters of SAR.
These figures are relatively proportionate to the number of eligible issuers in those respective sectors, as this composition reflects the SAR Pilot’s particular relevance to issuers that operate in capital‑intensive industries with longer development timelines and limited near‑term revenue.
This is further supported by financial services (12 per cent of all eligible issuers, but just 3 per cent of SAR Participants) being under-represented amongst SAR Participants.
The average market capitalization of SAR Participants is approximately $13.6 million2, and the median market capitalization is $4.4 million. In addition, 93 per cent of SAR Participants have a market capitalization below $50 million.
This distribution is consistent with the Blanket Order’s revenue threshold, which naturally limits participation to smaller and earlier-stage issuers for whom the reduced administrative and financial burden of SAR is particularly attractive. That said, seven SAR Participants have a market capitalization exceeding $50 million, with the largest being approximately $235 million.
Communicating SAR adoption: Emerging disclosure practices and issuer considerations
Although such disclosure is not required under the Blanket Order, approximately 42 per cent of SAR Participants included an explanation of why they are adopting SAR in their news release announcing the adoption. However, the level of detail provided in these explanations varied considerably.
While most were limited to a single sentence, some issuers provided significantly more fulsome explanations, which may reflect differing assessments of shareholder and market expectations. These more in-depth explanations often included specific discussion of how the anticipated cost savings and additional management capacity would be allocated.
We expect this to be an ongoing consideration for issuers contemplating adopting SAR, as the appropriate amount of explanation will likely depend on multiple issuer-specific factors. These can include the nature of the issuer; their business; the cyclicality of their operations and revenue generation; the composition of their shareholder base; and prevailing market conditions, amongst other considerations.
A number of SAR Participants disclosed their adoption of SAR within broader news releases addressing multiple matters. In several instances, the adoption was not even referenced in the headline of the news release, making it less readily apparent to investors that the issuer had elected to adopt SAR. While this practice does not appear to contravene the express requirements of the Blanket Order, it may be inconsistent with the CSA’s stated guidance that the purpose of the news release requirement is, in part, to “provide transparency to the market about the issuer’s future filings.”
In one instance, an issuer initially announced its adoption of SAR but subsequently retracted their announcement, after determining that it was ineligible to rely on the Blanket Order. Although such corrective disclosure is not required under the Blanket Order, it is consistent with CSA guidance encouraging issuers to consider issuing a news release when they cease to rely on the Blanket Order and revert to quarterly reporting.
U.S. developments: The SEC's proposed SAR rules
Notably, the CSA is not alone in moving forward with SAR. On May 5, 2026, the Securities and Exchange Commission (SEC) proposed new rules that would allow all U.S. domestic issuers to file semi‑annual reports in lieu of quarterly reports (the SEC Proposal).
Under the SEC Proposal, participating issuers would only be required to file one annual report on Form 10‑K and one semi‑annual report on new Form 10‑S each fiscal year.
It is important to note that the SEC Proposal would not affect the reporting obligations of foreign private issuers, including Canadian issuers reporting under the multijurisdictional disclosure system who are not subject to quarterly reporting requirements on Form 10-Q. However, if adopted as proposed, the SEC Proposal could result in a significant divergence in reporting practices between Canadian reporting issuers, particularly those ineligible for the SAR Pilot, and their U.S. counterparts.
Next steps
As the SAR Pilot continues to unfold, we expect issuer participation to expand further and disclosure practices to continue to evolve. Issuers considering adoption should assess eligibility carefully and give thoughtful consideration to how their decision to adopt SAR is communicated to the market.
The author would like to thank Joshua Lewis, articling student, for his contribution in writing this article.
