Last week, Staff from the SEC’s Division of Economic and Risk Analysis posted this reminder about double checking XBRL tags on “public float” figures. Here’s an excerpt:

Staff recently conducted an assessment on the public float data in Forms 10-K for the fiscal year ending in 2024. Staff has continued to observe scaling errors in certain filings. For example, one filer reported a public float of $78 million in its HTML filing, but reported a public float of $78 in its XBRL data. Staff also observed inconsistencies in the date information between the HTML filing and the tagged data. For example, certain filers disclosed the public float date in the HTML filing as the last business day of the most recently completed second fiscal quarter but tagged the public float value with the fiscal year end date.

Filers should carefully review their public float data to ensure accuracy and consistency. For more data quality reminders, see Staff Observations and Guidance.

This reminder might look familiar to folks who regularly read this blog or track Staff announcements – I blogged about DERA’s prior notice on this specific public float issue several years ago, and a sample comment letter from Corp Fin that raised the broader issue of scale in XBRL tags. And we’ve blogged about other aspects of XBRL requirements (too) many times.

This latest announcement is a good reminder that while disclosure lawyers may not be on the front lines of the tagging process, it’s worth getting slightly outside your lane here – since the QA is apparently falling through the cracks for some companies. We have a very helpful checklist for members that identifies all of the disclosures that are required to be tagged in various forms. If you aren’t already a member with access to that resource (and many others), make sure to sign up today by calling 800.737.1271, emailing info@ccrcorp.com, or visiting our membership center.

– Liz Dunshee