Statement on EDGAR Next
Beginning in May 1996, all domestic companies were required by the Commission to make their filings electronically, through EDGAR.[1] At the time, I was a first-year associate at a law firm. A fourth-year associate handed the EDGAR Filer Manual to me and muttered something along the lines of “I guess we need to file with the SEC electronically now; I don’t want to figure it out, so that’s now your job.” Such was my introduction to the wonders of EDGAR. In some respects, I have “grown up” with EDGAR as a securities lawyer since then.[2] Over time, EDGAR has moved beyond being a system to electronically file documents with the Commission to one that is the principal method by which corporate disclosures are disseminated to the public and available for free. 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.
As part of that goal, the Commission is adopting changes today concerning access to, and management of accounts on, EDGAR.[3] These changes, referred to as EDGAR Next, are intended to enhance the security of EDGAR, improve the ability of filers to securely manage and maintain access to their EDGAR accounts, facilitate the responsible management of filer credentials, and simplify the procedures for accessing EDGAR. The EDGAR Next project started nearly four years ago, beginning with a request for comment in September 2021,[4] followed by the proposing release last November.[5]
Thank you to everyone who has provided feedback on this project. In response to commenters, the Commission made several changes to EDGAR Next from the proposing release to the adopting release. These include clarifying the process for individual Section 16 filers, offering additional application programming interfaces, or APIs, and lengthening the period for the transition process, including the enrollment period.[6]
While the Commission is adopting EDGAR Next today, the agency’s work is only beginning. Changes to EDGAR must be workable and operationally practical. Over the next 15 months, the Commission staff will need to work with filers, filing agents, and the rest of the filing community to carry out – and implement changes from – additional beta testing of EDGAR Next functionalities.[7] Commission staff will also need to ensure that filers are aware of EDGAR Next, including the requirement to enroll by no later than December 19, 2025, and ideally by September 12, 2025.[8] I will be following the staff’s progress on ensuring a smooth transition to, and the implementation of, EDGAR Next.
Because of the project’s overall goal and changes made in response to commenters, I support the adoption of EDGAR Next. Thank you to the staff of the EDGAR Business Office, the Office of the General Counsel, and the Division of Economic and Risk Analysis for their work on this rulemaking.
[1] EDGAR Phase-In Complete on May 6, 1996, Release No. 34-36997, (Mar. 21, 1996) [61 FR 13544 (Mar. 27, 1996)], available at https://www.govinfo.gov/content/pkg/FR-1996-03-27/pdf/96-7336.pdf.
[2] To this day, somewhere buried in my paper files is a Rolodex card titled “OFIS Help Line,” referencing the Commission’s former Office of Filings & Information Services.
[3] EDGAR Filer Access and Account Management, Release No. 33-11313 (Sept. 27, 2024) (the “Adopting Release”), available at https://www.sec.gov/files/rules/final/2024/33-11313.pdf.
[4] Potential Technical Changes to EDGAR Filer Access and Filer Account Management Processes, Release No. 33-10993 (Sept. 30, 2021) [86 FR 55029 (Oct. 5, 2021)], available at https://www.sec.gov/files/rules/other/2021/33-10993.pdf.
[5] EDGAR Filer Access and Account Management, Release No. 33-11232 (Sept. 13, 2023) [88 FR 65524 (Sept. 22, 2023)], available at https://www.sec.gov/files/rules/proposed/2023/33-11232.pdf.
[6] While the adopting release made changes on these matters, the Commission did not address concerns that certain measures, such as requiring a passphrase for enrollment and not permitting bulk annual confirmations, might create operational difficulties without providing commensurate systems protection and integrity. See, e.g., Letter from Workiva (Nov. 20, 2023) at p.16, available at https://www.sec.gov/comments/s7-15-23/s71523-300739-763242.pdf, and Letter from Toppan Merrill (Nov. 20, 2023) at p.11, available at https://www.sec.gov/comments/s7-15-23/s71523-300620-762583.pdf. The Commission should monitor whether these requirements are worth the corresponding burdens during the transition period and after the compliance date.
[7] For a discussion of the transition process for EDGAR Next, see the Adopting Release at section II.H.
[8] Id.
Last Reviewed or Updated: Sept. 27, 2024