Originally posted January 4, 2024. Updated October 10, 2024.
What is EDGAR Next?
Filings submitted to the Securities and Exchange Commission (SEC) on their EDGAR system can include high value information for the marketplace from public companies, such as their earnings releases or changes in leadership. These critical filing disclosures are significant and can shape and shake financial markets, affecting a company’s stock price or providing inaccurate information to investors.
On September 27, 2024, the SEC adopted the “EDGAR Next” final rule to improve the security of the EDGAR system and filing authorization process. Upon adoption of the EDGAR Next final rule Commissioner Mark Uyeda stated: “Accordingly, I consider EDGAR to be one of the Commission’s crown jewels. As with any company and its important assets, the Commission must continuously improve EDGAR to keep up with changes in technology.” The final rule implements technical and process changes designed to improve the security of the EDGAR system and filer account access and management and modernize filing authorization. Learn more about the impact of EDGAR Next and how to prepare.
Background
In 2021, the SEC requested public comment on potential technical and process changes to the EDGAR system, including filer access and account management in keeping with the ongoing EDGAR improvement that Commissioner Uyeda discussed. These changes are collectively known as “EDGAR Next.”
In response, Toppan Merrill and other industry participants met frequently with SEC staff to provide feedback on the SEC’s ideas for EDGAR Next. On September 13, 2023, the SEC formally proposed the EDGAR Next initiative. Toppan Merrill submitted a robust comment letter, requesting technical and process enhancements to improve the EDGAR Next functionality. The SEC worked collaboratively with the filing community on the EDGAR Next initiative.
After almost three years to the day since the request for comment, the SEC adopted the EDGAR Next final rule on September 27, 2024; the final version included many of the changes which we requested to help filers transition to EDGAR Next and improve their filing experience.
EDGAR Next final rule details
EDGAR Next will be one of the most significant changes to the SEC filing process and affect every active SEC filer. The SEC estimates that over 208,000 active filers will be required to comply with the new requirements.
The SEC adopted rules 10 and 11 of the Regulation S-T to implement EDGAR Next. Every filer will be required to enroll in EDGAR Next during the transition period in order to continue filing with the SEC. EDGAR Next will require individuals who access the EDGAR system to use individual login credentials through Login.gov and MFA (multi-factor authentication). Filings submitted via the EDGAR Next process will require users to include both a valid token for the entity and for the individual submitting the filing. Additionally, the mandate requires that filers:
- Approve and designate individuals to function as Account Administrators (“Admin”):
- Every CIK must have at least two Admins.
- Except for individuals (such as Section 16 filers) or single-member companies who must have at least one Admin.
- Maintain their account on a new dashboard in the EDGAR system.
- Delegate authority from the EDGAR Next dashboard to allow others to continue to file on their behalf (including service providers).
EDGAR Next Timeline
The SEC adopted the EDGAR Next final rule on Friday, September 27, 2024, with a 1-year transition plan with the following important milestones:
- September 30, 2024 – EDGAR Next Beta testing environment opens.
- March 24, 2025 – EDGAR Next goes live. Filers can begin enrolling at this time.
- September 15, 2025 – Filers must comply with EDGAR Next. Any filer not enrolled by this date will be required to enroll before they can make any filings.
- December 19, 2025 – Enrollment Ends. All filers who have not enrolled at this time must complete a new Form ID application.
Transition/Prepare for EDGAR Next
EDGAR Next launches on March 24, 2025, and filers can begin preparing now by ensuring that their EDGAR access codes are current and valid. EDGAR filing codes include a filer’s CIK, CCC, password, PMAC and passphrase. Look for our next post on how filers can begin to prepare for EDGAR Next.
During the enrollment period filers may continue to submit filings through the current EDGAR system using their existing EDGAR access codes. Or filers who are enrolled in EDGAR Next can utilize the new process and system to submit their filings. After September 15, 2025, filers must be enrolled in EDGAR Next to continue filing with the SEC.
Additional steps to prepare for EDGAR Next:
- Obtain Login.gov credentials to access the EDGAR Next system. Every user who accesses EDGAR Next must have login.gov credentials.
- Determine at least two Account Administrators for every CIK or one Admin for individual filers. Up to twenty Admins are allowed per CIK.
- Coordinate with any individuals who have beneficial ownership reporting obligations with your company, such as Section 16 or Form 144. Directors who sit on the Board and file Forms 3, 4 and 5 with more than one public company will need to be enrolled in EDGAR Next and delegate filing authority to each company and their filing agent/system. It is a good precaution for an individual filer to have each public company that they report with be an EDGAR account administrator on their behalf.
- Work with your filing agent to determine what steps you need to follow in their software to comply with the EDGAR Next requirements.
- Ensure that every CIK that will submit filings on your behalf has been delegated to from the filer’s EDGAR Next dashboard, if needed. Filing agents are also able to request delegation directly from filers.
- Login into the SEC’s EDGAR Next Beta system during the transition period to explore the new EDGAR Next functionality.
- Determine when you will enroll in EDGAR Next and when you will begin submitting filings utilizing the new process.
The SEC hosted informational EDGAR Next webinars for the filing community. The recorded videos are also posted to the SEC’s YouTube channel.
How Toppan Merrill can help
Toppan Merrill is here to help. Watch our latest webinar recording where we provide an overview of the final rule and what steps filers need to take to prepare for EDGAR Next.
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.
Resources
- SEC Final rule: https://www.sec.gov/files/rules/final/2024/33-11313.pdf
- https://www.sec.gov/rules-regulations/2024/09/edgar-next#33-11313final
- SEC Fact sheet: https://www.sec.gov/files/33-11313-fact-sheet.pdf.
- EDGAR Next Beta login page (requires Login.gov access): https://filermanagement-bravo.edgarfiling.sec.gov/
- SEC EDGAR Next overview page: https://www.sec.gov/edgar/filer-information/edgar-next
- 2021 Request for Comment: https://www.sec.gov/files/rules/other/2021/33-10993.pdf
- 2023 SEC proposed rule: https://www.sec.gov/rules/2023/09/edgar-next#33-11232
- 2023 Comment letters: https://www.sec.gov/comments/s7-15-23/s71523.htm
- Click here to listen to the On The Dot episode.
