Form 11-K Inline XBRL compliance: Key requirements and timing

Form 11-K annual reports

Form 11-K is the SEC filing for annual reports of employee stock purchase and savings plans. These reports include financial statements, which must be prepared in accordance with Article 6A of Regulation S-X and include:

(i) The complete set of the electronic filer’s financial statements

An audited statement of financial condition as of the end of the last two fiscal years of the plan (or such lesser period as the plan has been in existence); and
An audited statement of comprehensive income

(ii) …all schedules set forth in Article 6A of Regulation S-X and all schedules prepared by plans in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 and filed with the Commission on Form 11-K.

11-K filings can report under the Employee Retirement Income Security Act of 1974 (ERISA). Under this option, “plan financial statements have been embedded within the filing or filed as exhibits in a non-structured format” (page 17 of the final rule). ERISA financial data is filed with the IRS on Form 5500 for smaller plans. These filers will need to report their financials in HTML now since they must be iXBRL tagged.

Inline XBRL tagging

Under the new requirements, filers must iXBRL tag all applicable financial statements and schedules, including detailed tagging for numeric data and block text tagging of narrative disclosures within the Notes to Financial Statements. Since iXBRL tagging is new for 11-K filers, they should prepare early and work closely with their service providers to ensure accurate tagging. 11-K annual reports utilize the US GAAP Employee Benefit Plan (EBP) Taxonomy for tagging. The Financial Accounting Standards Board (FASB) establishes structured data reporting standards and worked closely with the SEC to tailor the taxonomy with elements needed for the specific financial data reported for employee benefit plans.

Key tagging requirements include:

Basic cover page data
Statement of net assets available for benefits
Statement of changes in net assets
Notes to financial statements, tagged at an appropriate level of detail
Schedule of assets (held at end of year), where required

Note: The final rule does not require full cover page tagging for 11-K filings as the SEC does for other periodic reports. Certain basic filing information is required to be tagged in the DEI (Document Entity Information) to ensure the XBRL data is valid, including the document type, filer’s name and the period. The SEC has issued specific guidance to distinguish between values tagged for the issuer and those tagged for the Employee Benefit Plan.

Compliance timing

Since Form 11-K filers have not previously been required to tag their data, the SEC provided a three-year transition period after the effective date of the final rule to submit required Form 11-K filings in iXBRL format. The final rule became effective July 11, 2022 meaning annual reports filed on or after July 11, 2025 must be tagged.

ERISA based plans are required to file their 11-K filings by June 30, annually (180 days after fiscal year end). That means many 11-K filers will be tagging their 2025 annual reports filed this year to comply with the new requirements. Non-ERISA based plans are required to report within 90 days after fiscal year end.

How Toppan Merrill can help

Toppan Merrill is here to help you comply with the SEC iXBRL tagging requirements for Form 11-K. Contact us at [email protected] or by calling 800.688.4400 to speak with one of our dedicated SEC Reporting experts.

Resources:

Jennifer Froberg - Sr SEC Product Specialist

With over 15 years of industry experience in the SEC regulatory landscape, Jennifer supports and advises clients in how to get their filings right. Part of a Toppan Merrill team of EDGAR experts who provide practical compliance expertise in a variety of subjects, Jennifer focuses on analyzing the scope of SEC rulemaking, where the agency is headed and how regulatory changes will impact the filers, investors and the market. She has a particular focus on structured data and ESG initiatives.

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