EDGAR Next: How to navigate the SEC rule and requirements

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Overview

Learn about the EDGAR Next proposal and the impact on SEC filers once the final rule and requirements are adopted.

What is EDGAR Next?

In 2021, the SEC requested public comment on potential technical and process changes to the EDGAR system, including filer access and account management. These changes are collectively known as “EDGAR Next.” The SEC’s primary goals are to improve EDGAR security and filing authorization, including being able to identify the individual who submitted a filing.

Toppan Merrill and the filing community responded to the SEC’s request for comment, beginning a two-year dialogue between the Commission and filing community to refine the needs of filers while meeting the SEC’s goals.  

On September 13, 2023, the SEC officially proposed the EDGAR Next initiative (“EDGAR Filer Access and Account Management”). Comments to the SEC were due by November 21, 2023. Toppan Merrill submitted a robust comment letter to the SEC, requesting technical and process enhancements to improve EDGAR Next functionality.

EDGAR Next proposal details

When implemented, EDGAR Next will be one of the most significant changes to the SEC filing process. The SEC estimates that there are over 200,000 active filers who will be required to comply with the new requirements. Once the final rule is adopted, individuals would be required to access the EDGAR system securely by using individual login credentials and MFA (multi-factor authentication). Additionally, the proposed rule will require filers to:

  1. Approve and designate individuals to act as Account Administrators
  2. Maintain their account on a dashboard in the EDGAR system.
  3. Delegate authority to file on their behalf.

Learn more about EDGAR Next, the SEC rule and its requirements. 

Click here to listen to the On The Dot episode. 

EDGAR Next Beta testing

During the comment period, the SEC opened a Beta testing environment for EDGAR Next that reflected the proposed changes. The Beta environment simulates what the proposed changes will look like in reality and allows filers and filing agents access to evaluate the details. Our testing helped us to identify potential issues in the process and suggest improvements, as outlined in our SEC comment letter. We encourage filers to log in and test EDGAR Next Beta to help prepare for a final rule. The Beta environment is open through March 15, 2024.

Final rule timing and next steps

Now that the comment period has closed, the SEC will review and consider the letters submitted. This process can take SEC staff some time, however, they have been preparing for EDGAR Next for two years and it remains a high priority for the SEC, so we expect them to move forward soon.

It is possible the SEC may adopt a final rule in early 2024 which will begin the clock when filers must be ready. Based on the proposal, the transition to EDGAR Next would begin with a one month cooling off period after the final rule is adopted and then a six-month transition period. My colleague Gordon Ruckdeschel discusses how filers can begin preparing now to be ready for EDGAR Next in this episode of On The Dot.

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.

Jennifer Froberg - Sr SEC Product Specialist's Photo

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