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A couple weeks ago, I was at an event and was reminiscing with a fellow attendee about the days of yore when SEC filings were submitted in paper. I recounted how the surly clerk would lock the door to the SEC filing desk at precisely 5:30 pm, much to the chagrin of the poor law firm associate who had just come running down 5th Street to submit a critical filing. While this daily drama was entertaining to a new SEC Staffer such as myself, it was certainly an inefficient way for important documents to be filed with the SEC, particularly when filings under the securities laws are often time sensitive.

Fortunately for all of the law firm associates of the world, EDGAR came along, and while we all have our own individual hangups about EDGAR’s quirks, it sure is better than the alternative. Now, the Commission is taking EDGAR to the Next level. Last Friday, over forty years after the SEC received its first electronic filing in the initial EDGAR pilot on September 24, 1984, the SEC announced the adoption of rule and form amendments intended to enhance the security of the EDGAR system and improve filers’ access and account management capabilities. The fact sheet for this rulemaking notes:

EDGAR is the system through which filings are submitted to the Commission under the federal securities laws. EDGAR historically has assigned each EDGAR filer a set of access codes that may be used by different individuals to make submissions on the filer’s behalf. The legacy EDGAR system does not employ multifactor authentication, a foundational security tool. The purpose of EDGAR Next is to enhance the security of EDGAR 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 Application Programming Interfaces (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.

The rule and form amendments will become effective March 24, 2025. The compliance date for amended Form ID is March 24, 2025, and the compliance date for all other rule and form amendments is September 15, 2025.

For those who can’t wait to try out EDGAR Next, the press release announcing the rule changes notes:

On Sept. 30, 2024, the SEC will open for filer testing and feedback a beta software environment that will reflect the adopted rule and form amendments and the related technical changes. Information about signing up for beta testing and extensive additional information about the rule adoption and related technical changes can be found on the SEC website: EDGAR Next – Improving Filer Access and Account Management.

As with all things EDGAR, once the rulemaking is done, the hard work of implementing the changes begins, which will play out over a fifteen month-long process. Let’s hope we end up with a more secure, less hackable EDGAR on the other side.

– Dave Lynn