TheCorporateCounsel.net

In a recent blog, Goodwin reminds us that, for calendar year-end companies, the new disclosure regarding director and officer trading plans and arrangements adopted, modified or terminated on or after April 1, 2023 is required in the Form 10-Q for the quarter ended June 30, 2023. Earlier this year, Goodwin published an updated version of its Form 10-Q Checklist, including the new requirements. The blog also notes that SRCs have a little more time:

SRCs must comply with Item 408(a) for adoptions, modifications or terminations that occur on or after October 1, 2023 and provide this disclosure beginning with the periodic report that covers the quarter ending December 31, 2023.  SRCs that have a December 31 fiscal year end will first include this disclosure for the fourth fiscal quarter of 2023 in their Form 10-K report for the year ended December 31, 2023.

Speaking of SRCs, Goodwin highlighted that public float day is coming up for companies with a December 31 fiscal year-end, which can have immediate implications for companies that newly qualify for SRC status as of the end of the second quarter:

A company that qualifies as a SRC as of the measurement date can elect to use some or all of the SRC disclosure accommodations in its next Form 10-Q report (i.e., the Form 10-Q report for its second fiscal quarter). If it does so, the company must check the SRC box on the cover page of the report. Beginning with the Form 10-Q report for the first fiscal quarter of the following year, the company must check the SRC box, even if it does not rely on the SRC scaled disclosure accommodations.

Of course, June 30th is a key date for filer status generally for public companies with a calendar year-end, and you’ll want to know your filer status sooner rather than later if there’s a chance it could change for next year.

– Meredith Ervine