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The SEC could have gone two ways with its rollout of Inline XBRL tagging – it could have required Inline XBRL tagging for everything in an SEC filing, which obviously would have created huge burdens for filers, or it could adopt Inline XBRL requirements as part of individual rule changes, which tortures us with a drip, drip of random tagging requirements. Obviously, the SEC chose the latter approach, and as a result it is important to try to stay on top of what new disclosure requirements require Inline XBRL tagging as the annual reporting season for year-end companies kicks off.

In 2025, the following disclosures will require Inline XBRL tagging:

– The new insider trading policies and procedures disclosure required pursuant to Item 408(b) of Regulation S-K;

– The new option grant practices disclosure required pursuant to Item 402(x) of Regulation S-K;

– Pay versus performance disclosures provided by smaller reporting companies; and

– Cybersecurity disclosures required by Item 106 of Regulation S-K (after a one-year phase in).

Keep in mind that if a company does not file interactive data exhibits on a timely basis, the company will be deemed to not be current with its Exchange Act reports for purposes of eligibility for Form S-3, Form S-8 and other forms, and will be deemed not to have available current public information for purposes of Rule 144. A filing delinquency can be remedied by filing an amendment that includes the required interactive data files, at which time the company will be deemed to be current again.

When tagging your disclosure using XBRL, be sure to consider that Staff’s guidance in its September 2023 “Sample Letter to Companies Regarding Their XBRL Disclosures.”

– Dave Lynn