In September last year, the SEC proposed changes to the EDGAR system designed primarily to enhance EDGAR security, specifically related to EDGAR filer access and account management. (See this PubCo post.) While the SEC has updated EDGAR several times, it’s been over ten years since the SEC updated EDGAR login, password and other account access protocols in any significant way. On Friday, the SEC adopted the proposal with some changes. As summarized in the press release, “[t]he amendments require EDGAR filers to authorize identified individuals who will be responsible for managing their accounts, and individuals acting on behalf of EDGAR filers will need to present individual account credentials obtained from Login.gov to access those EDGAR accounts and make filings. Form ID, the application for access to EDGAR, will be modernized to make the form more user-friendly.” Filers will also be able to use optional Application Programming Interfaces (APIs), described as “a machine-to-machine method of making submissions, retrieving information, and performing account management tasks that will improve the efficiency and accuracy of filers’ interactions with EDGAR.” According to SEC Chair Gary Gensler, “[t]he public and the SEC long have benefited from the EDGAR electronic filing system….Today’s amendments are an important next step for EDGAR account access protocols.” In his statement, he added that, “[u]nder previous requirements, registrants had one login per company. This is like having a family passing around one shared login and password for a movie streaming app. You know where that can lead. That’s simply not the most secure system—for filers and the Commission alike—when it comes to information relating to financial disclosure. By contrast, today’s amendments further secure login protocols by requiring every person filing something into EDGAR to login with individual credentials and to use multi-factor authentication.” The rule and form amendments will become effective March 24, 2025. On the same date, the new dashboard will go live, and compliance with the amended Form ID requirements will be required. The compliance date for all other rule and form amendments is September 15, 2025. I know you’ll be excited to study the new EDGAR filer manual and here’s a blackline copy to help with that undertaking. Will the new system put the kibosh on fake SEC Form 4s, fake Forms 8-K, fake Schedules 13D, fake SEC correspondence and other fake SEC filings?
A beta software environment will open for filer testing and feedback on September 30. To sign up, see EDGAR Next – Improving Filer Access and Account Management. The beta environment will include a “new EDGAR Filer Management website, a secure dashboard, and beta versions of all 15 optional APIs. Commission staff will offer filers open-source code to assist in constructing their connections to the APIs, as well as an overview of the APIs and technical specifications. Filers planning to connect to the optional APIs may develop API connections and adjust their filing applications.” Individuals authorized to act on behalf of filers will need to obtain Login.gov individual account credentials to participate in beta testing, enrollment and compliance. The beta site will be open until at least December 19, 2025.
As noted above, EDGAR Next is intended to make the system more secure. The Fact Sheet points out that legacy EDGAR—EDGAR Before?— does not offer multifactor authentication, but EDGAR Next will enhance security “by requiring individual account credentials to log into EDGAR, allowing identification of the person making each submission, and to employ multifactor authentication. Filers will also be required to authorize individuals to manage their EDGAR accounts on a dashboard on the EDGAR system, which will further enhance account security, facilitate the filing process, and make account management easier and more efficient. Moreover, as part of the EDGAR Next changes, optional [APIs] will be added to allow filers to make submissions, retrieve information, and perform account management tasks on a machine-to-machine basis. The optional APIs will enhance the efficiency and speed of many filers’ interactions with EDGAR.”
EDGAR filers will need to authorize persons who will be responsible for managing filers’ EDGAR accounts. These persons will “need to present individual account credentials obtained from Login.gov and complete multifactor authentication to access EDGAR accounts and make filings.” Two individuals must be authorized to act as account administrators (one if the filer is an individual or single-member company) to perform certain functions, such as managing the account, confirming the authority of persons on the dashboard and the accuracy of the dashboard, maintaining accurate information on EDGAR concerning the filer’s account, and securely maintaining account access information. The SEC advises that “filers should gather all necessary EDGAR access codes and determine whom to authorize as account administrators in order to enroll in EDGAR Next.”
Notably, in his statement, Gensler identified some of the changes to the proposal made in response to commenters’ feedback. For example, “the grace period for filers to perform annual confirmation was extended from two weeks to three months. Filers will have six months to prepare for compliance, rather than one month as proposed. They will continue to have six months to enroll in EDGAR using the new login protocols, as considered in the proposal, but the final amendments build in an additional three-month period to enroll before making filings after the compliance date. After that point, filers that have not enrolled would need to submit a new Form ID to make filings.”
The Fact Sheet unveils the following timeline: Once the new dashboard goes live on March 24, 2025, “[e]xisting filers will be able to obtain access by enrolling on the dashboard. New filers (and existing filers unable to enroll) must complete amended Form ID, the application for access to EDGAR, which will reflect the EDGAR Next changes and will be modernized to make the form more user friendly. Filers who have enrolled or been granted EDGAR access on amended Form ID will be able to file and take other actions on EDGAR through the optional APIs. Beginning September 15, 2025, compliance with EDGAR Next is required to file. Thereafter, existing filers may continue to enroll until December 19, 2025, but enrollment will be a prerequisite to filing. Beginning December 22, 2025, existing filers who have not enrolled or been granted access on amended Form ID will be required to submit the amended Form ID to request access to file and take other actions on their accounts.”
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