SEC filing fee tables: How to convert and accurately apply iXBRL tags

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Overview

Beginning July 31, 2024, SEC large accelerated filers are required to submit filing fee data in iXBRL format, with all other filers phased in beginning July 31, 2025. Learn the latest from Theresa Jasper, Senior SEC Product Specialist at Toppan Merrill, on how to comply and ensure your fee tables can be converted and tagged efficiently in iXBRL.

In a previous blog post, we outlined the initial phases of the SEC’s Filing Fees and Payment Method Modernization final rule. The mandate changed how filing fees in registration statements, fee bearing proxies and tender offers were disclosed and disseminated. While the new fee table layout launched on Jan. 31, 2022, we still see instances of fee tables that do not match the specific instructions presented in the final rule or provided in the SEC Forms.

During this initial phase, filers have had the option to construct fee tables in HTML without following the explicit instructions of the rules and form instructions.

Beginning July 31, 2024, large accelerated filers are required to submit the fee data in Inline XBRL (iXBRL) format, with all other filers phased in beginning July 31, 2025. Once filers are mandated to file with iXBRL tagging, the layout and requirements for the fee tables must be followed in order for the filing to be accepted by EDGAR.

Below are several areas to be aware of to ensure your draft fee tables can be converted and tagged efficiently, along with areas that will no longer be editable in the structured data format (iXBRL).

Table 1: Newly Registered and Carry Forward Securities

Unallocated (Universal) Shelf

Currently: Filers typically list Unallocated (Universal) Shelf at the bottom of the individually listed securities in the fee table.

In iXBRL format: The Unallocated (Universal) Shelf line will be listed first, followed by each listed class nested below.

Filed example

Converted example

Footnote References

Currently: Footnote references are allowed in any table cell or table head in HTML format.

In iXBRL format:

  1. A single footnote reference is allowed per listed security, excluding nested Unallocated (Universal) Shelf, listed within the table.
  2. Footnote references are not allowed in column heads or within the ‘totals’ cell(s).
  3. The same footnote cannot be referenced on multiple rows.

Filers will need to recraft their footnotes to account for these EDGAR technical limitations. Each footnote will allow for a maximum of 10,000 characters.

Filed example

Converted example

Pre-effective amendment increase

The ‘Total Offering Amounts’ will be a total of all amounts listed in the ‘Maximum Aggregate Offering Price’ column (including Fees to Be Paid and Fees Previously Paid lines) and this total cannot be edited.

Proposed Maximum Offering Price Per Unit

The value must be in US Dollars and cannot be a percentage. We often see filed examples with a value of 100% or other percentages (i.e., 95%). Filers must determine the replacement value when using rule 457(a).

Filed example

Screenshot from FEPT

Table 2: Fee Offset Claims and Sources

Each Fee Offset Claim line must be followed by at least one Fee Offset Source line. The offset information may be to the same filing. However, in cases where the Fee Offset Claim did not deduct fees (i.e., the fees were covered by an offset), the Fee Offset Source will include filing information that is the source of the fee offset claimed (i.e., the filing where fees were deducted from the account).

Form or Filing Type

This field, in both the Fee Offset Claims and Fee Offset Sources lines, must refer to the ‘base’ form type. For example, when offsetting to an S-3/A submission, the Form type listed in this field must be S-3.

Fee Table Worksheets

Below you will find links to the current fee table worksheets:

Additional items of note

  • A Euro symbol is not allowed anywhere in the table or footnotes.
  • 457(c) is not an option in the Fee Rule column.
  • The name of the filer in Fee Table 2 ‘Fee Offset Source’ must be the current name of the CIK.
    • If the name of the filer updated since the filing being offset was filed, the current new name must be listed.
  • The Fee Rate must be listed in decimal format.
  • The Form Type listed above Fee Table 1 is the base form type. It is not the submission type. For example, a submission type 424B2 filed after an S-3ASR, will list the base form type of S-3.

iXBRL fee data tagging phase-in schedule

The SEC updated the EDGAR system to allow for early testing and voluntary filing of iXBRL tagged fee data. The iXBRL phase-in dates are:

  • Large accelerated filers beginning July 31, 2024.
  • All other filers beginning July 31, 2025.

Note: iXBRL tagging of filing fees will cover companies registering securities on any applicable filing, including IPOs.

Access Expert Support

For 55+ years, the dedicated SEC reporting experts at Toppan Merrill have supported issuers navigating the regulatory disclosure and filing process. Connect with one of our experts at [email protected] or by calling 800.688.4400.

Disclaimer

The examples provided in this blog were created using the SEC’s Fee Exhibit Preparation Tool (“FEPT”) to ensure successful validation of content and requirements.

Theresa Jasper - Senior SEC Product Specialist

Theresa Jasper is a Toppan Merrill EDGAR expert with 25+ years of SEC compliance and filing experience. Her specialization is transmitting accurate EDGAR filings to the SEC via EDGAR, filing fee information and SEC Connect platform support. She is a Toppan Merrill Center of Excellence leader.

Theresa Jasper - Senior SEC Product Specialist's Photo

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