This year, the Securities and Exchange Commission (the “SEC”) is rolling out significant technical changes to its electronic filing system, EDGAR (which stands for Electronic Data Gathering, Analysis and Retrieval), aimed at improving its security, efficiency, and scalability. These changes are collectively known as “EDGAR Next.” This client alert offers (1) a high-level overview of EDGAR Next, and (2) concrete action steps you and your company can take to prepare for EDGAR Next.
What is EDGAR Next?
Imagine you have a Gmail account, and you have been working on a document in Google Docs. Now imagine you want someone else to be able to edit that document in the Google Docs platform.
You have a few options:
- Option 1: Give that person your login and password information so that they can gain access to the Google Doc by logging into your Gmail account.
- Option 2: Give access to another Gmail user so they can access the document in Google Docs using their personal Gmail account.
Currently, every EDGAR filer (e.g., a company or a Section 16 officer or director) uses a set of access codes (i.e., CIKs, CCCs, passwords and passphrases) to log into EDGAR. These access codes are typically distributed to various individuals and even third parties (e.g., corporate secretary’s office, financial reporting team, legal counsel and/or printing services) to make submissions on the EDGAR filer’s behalf. This is like Option 1 above, only instead of sharing your login and password information so others can edit a document, you share it so that they can file documents and reports for you through EDGAR. As the SEC has observed, this is not optimally secure or efficient.
EDGAR Next works like Option 2. Instead of accessing an EDGAR filer’s account using that EDGAR filer’s access codes, an EDGAR filer will need to authorize others (by extending an invitation under the EDGAR filer’s EDGAR Next account) to serve as account administrators. An individual will need to receive and accept an invitation to serve as an account administrator to submit filings for a specific EDGAR filer with the SEC.
With EDGAR Next, all EDGAR filers (except single-member entities) will need to authorize at least two individuals to act as account administrators to manage the EDGAR filer’s EDGAR Next account in what will be a new EDGAR Filer Management dashboard. Single member entities and individuals only need one account administrator. Additionally, every EDGAR filer will need to confirm annually that (i) each of its account administrators, as applicable, are authorized to file on its behalf and (ii) all of the EDGAR filer’s information on the dashboard is correct.
To whom will these changes apply and how should EDGAR filers prepare?
These changes will apply to all EDGAR filers, including companies, Section 16 officers and directors, foreign private issuers, funds, and Form 144 reporting owners.
Although much remains unclear (including how industry vendors and service providers will adjust to these changes), there are a few important things existing EDGAR filers should be doing now, including preparing for enrollment.
What is enrollment?
According to the SEC, enrollment is a streamlined process that allows EDGAR filers to transition to EDGAR Next without completing a Form ID, notarizing documents, or presenting a power of attorney to SEC staff.
When must EDGAR filers enroll?
Here is a timeline of the SEC’s plan to phase-in EDGAR Next:
- March 24, 2025 – Enrollment begins.
- March 24, 2025-September 12, 2025 – The SEC will maintain its existing platform as well as the new EDGAR Next Filer Management dashboard. Once enrolled in EDGAR Next, the SEC will void the EDGAR filer’s current access codes and will require that new access codes be generated.
- September 15, 2025 – Existing access codes will be deactivated, and EDGAR filers will not be able to file with the SEC until they have enrolled in EDGAR Next.
- December 19, 2025 – Enrollment of existing EDGAR filers in EDGAR Next ends.
What if EDGAR filers miss enrollment?
EDGAR filers who fail to enroll with EDGAR Next before December 19, 2025, will need to submit an application on Amended Form ID to be able to submit a filing and to access EDGAR Next.
How should EDGAR filers prepare for enrollment?
1. Gather the following information, all of which will be required to enroll in EDGAR Next:
- Central index key (CIK)
- CIK confirmation code (CCC)
- Passphrase
- For each account administrator:
- Name,
- Email address (must match the email address of the person’s Login.gov credentials; more on this below),
- Business address, and
- Business telephone number.
Note: If a passphrase cannot be located, begin the process of resetting it promptly, as the process can take time.
2. Gain access to Login.gov. Every EDGAR filer and account administrator will access their account using their own Login.gov credentials. Login.gov is a secure sign-in service of the U.S. General Services Administration. The SEC recommends using your business email address when registering with Login.gov.
3. Determine who you will appoint as account administrators. Please note that individuals with multiple Section 16 reporting obligations should ensure that there are authorized users or account administrators with each issuer or consider administrative alternatives to ensure that their filings are made in a timely manner.
4. Determine which EDGAR Next account administrator will be responsible for the annual confirmation.
Do I need to worry about this if I use an SEC filing vendor to submit EDGAR filings?
Yes – EDGAR Next will impact you even if you use an SEC filing vendor. We encourage you to contact your vendor now to discuss their process to transition to EDGAR Next.
