EDGAR Filer Access and Account Management

Federal RegisterDec 27, 2024

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 249, 269, and 274

[Release Nos. 33-11313; 34-101209; 39-2557; IC-35343; File No. S7-15-23]

RIN 3235-AM58

EDGAR Filer Access and Account Management

AGENCY:

Securities and Exchange Commission.

ACTION:

Final rule.

SUMMARY:

The Securities and Exchange Commission (“Commission”) is adopting rule and form amendments concerning access to and management of accounts on the Commission's Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) that are related to certain technical changes to EDGAR (collectively referred to as “EDGAR Next”). EDGAR Next will improve the security of EDGAR, enhance filers' ability to manage their EDGAR accounts, and modernize connections to EDGAR. The amendments require electronic filers (“filers”) to authorize and maintain designated individuals as account administrators and to take certain actions, through their account administrators, to manage their accounts on EDGAR. Further, pursuant to these amendments, filers may only authorize individuals as account administrators or in the other roles described herein if those individuals first obtain individual account credentials in the manner specified in the EDGAR Filer Manual. As part of the EDGAR Next changes, optional Application Programming Interfaces (“APIs”) will be offered to filers for machine-to-machine communication with EDGAR. Moreover, we are amending Volume I of the EDGAR Filer Manual to accord with these changes. Filers will have 12 months from the issuance of this release to transition to EDGAR Next.

DATES:

Effective date:

The effective date for this rule is March 24, 2025. The incorporation by reference of certain material listed in this rule is approved by the Director of the Federal Register as of March 24, 2025.

Compliance date:

The compliance date for amended Form ID is March 24, 2025. The compliance date for all other rule and form amendments (other than the EDGAR Filer Manual changes) is September 15, 2025. See

SUPPLEMENTARY INFORMATION

for more information on compliance and the EDGAR Filer Manual changes.

FOR FURTHER INFORMATION CONTACT:

Rosemary Filou, Deputy Director and Chief Counsel; Daniel K. Chang, Senior Special Counsel; E. Laurita Finch, Senior Special Counsel; Jane Patterson, Senior Special Counsel; Margaret Marrero, Senior Counsel; Lidian Pereira, Senior Special Counsel; EDGAR Business Office at 202-551-3900, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

The Commission is adopting amendments to 17 CFR 232.10 (“Rule 10”) and 17 CFR 232.11 (“Rule 11”) under 17 CFR part 232 (“Regulation S-T”); and amendments to Form ID (referenced in 17 CFR 239.63, 249.446, 269.7, and 274.402). The Commission is also adopting an updated Filer Manual, Volume I: “EDGAR Filing,” Version 42 (issued September 27, 2024) and amendments to 17 CFR 232.301 (“Rule 301”). The updated Filer Manual is incorporated by reference into the Code of Federal Regulations.

Table of Contents

I. Introduction

II. Discussion

A. Individual Account Credentials

B. Individual Roles: Account Administrator, User, Technical Administrator

1. Account Administrators

2. Users

3. Technical Administrators

C. Delegated Entities

1. Delegating Authority To File

2. Separation of Authority of Filer and Delegated Entity

3. Delegated Entities

4. Delegated Users

5. User Group Functionality at Delegated Entities

6. Technical Administrators at Delegated Entities

D. Hours of Operation of the Dashboard

E. Optional Application Programming Interfaces

1. APIs That Commission Staff Will Provide

2. API Tokens

F. Final Amendments to Rules and Forms

1. Rule 10 of Regulation S-T

2. Rule 11 of Regulation S-T

3. Form ID

G. EDGAR Filer Manual Changes

H. Transition Process

1. Enrollment Process

2. Compliance

III. Other Matters

IV. Economic Analysis

A. Baseline

B. Consideration of Benefits and Costs as Well as the Effects on Efficiency, Competition, and Capital Formation

1. Benefits

2. Costs

3. Effects on Efficiency, Competition, and Capital Formation

C. Reasonable Alternatives

1. Add and Allow Bulk Confirmation for Related CIKs

2. Extend the ABSCOMP Process to Affiliated Entities

3. Retire the CCC for Filing Submissions

4. Requirements for Individual and Small Filers

5. Implementing Performance-Based Standards

V. Paperwork Reduction Act

A. Summary of Comment Letters on PRA Estimates

B. Form ID

C. The Dashboard

VI. Final Regulatory Flexibility Analysis

A. Need for and Objectives of the Rule and Form Amendments

B. Significant Issues Raised by Public Comments

C. Small Entities Subject to the Rule and Form Amendments

D. Projected Reporting, Recordkeeping, and Other Compliance Requirements

E. Agency Action to Minimize Effects on Small Entities

Statutory Authority

Appendix A—Form ID

I. Introduction

The Commission is seeking to enhance the security of EDGAR, improve the ability of filers

to securely manage and maintain access to their EDGAR accounts, facilitate the responsible management of filer credentials, and simplify procedures for accessing EDGAR.

For purposes of this release, we use the term “filer” to mean “electronic filer,” as defined in Rule 11 of Regulation S-T: “A person or an entity that submits filings electronically pursuant to Rules 100 or 101 of Regulation S-T.”

For a discussion of the current EDGAR access and account management processes, please refer to

EDGAR Filer Access and Account Management,

Release No. 33-11232 (September 13, 2023) [88 FR 65524 (September 22, 2023)] (“Proposing Release”).

In furtherance of these goals, on September 30, 2021, the Commission issued a Request for Comment on Potential Technical Changes to EDGAR Filer Access and Filer Account Management Processes (“2021 Request for Comment”).

The Commission received comments in response to the 2021 Request for Comment,

and Commission staff subsequently engaged in a dialogue with commenters and other interested parties,

considered feedback from these parties, and gathered additional information about filers' interactions with EDGAR. Staff discussed a variety of topics with commenters including the addition of optional APIs for submission and for verifying certain information on

EDGAR; filers' annual confirmation of the accuracy of their account information; whether accession numbers should be traceable to the individuals making the submissions; bulk submissions and user group functionality; delegation of authority to file; a potential transition process to implement the contemplated changes; and other technical matters.

For a discussion of the 2021 Request for Comment, please refer to the Proposing Release.

Comment letters related to the 2021 Request for Comment are available at

https://www.sec.gov/comments/s7-12-21/s71221.htm.

Memoranda describing these meetings with SEC officials are available at

https://www.sec.gov/comments/s7-15-23/s71523.htm.

After consideration of the information provided by commenters in response to the 2021 Request for Comment, the Commission issued a Proposing Release on September 13, 2023, that included proposed amendments to Rule 10 of Regulation S-T concerning filer access and account management and related matters; Form ID, the application for EDGAR access; and Rule 11 of Regulation S-T, containing the definitions of terms in Regulation S-T. The Commission proposed changes to Rule 10 and Form ID to require each EDGAR filer to authorize and maintain individual account administrators to manage the filer's EDGAR account on a dashboard on EDGAR and to authorize account administrators and other individuals only if those individuals obtained individual account credentials. The Commission further proposed that each filer, through its account administrators, be required to confirm annually that the filer authorized all individuals and delegated entities reflected on the dashboard to act on its behalf, and that all information about the filer on the dashboard was accurate. The Commission also proposed requirements to maintain accurate and current information on EDGAR concerning the filer's account and securely maintain information relevant to the ability to access the filer's EDGAR account. In addition to the proposed rule and form amendments, the Commission described in the Proposing Release the possible addition of optional APIs to allow machine-to-machine submissions on and retrieval of certain information from EDGAR and indicated that, to connect to the optional APIs, filers, through their account administrators, would be required to authorize at least two technical administrators and present certain security tokens to EDGAR as specified in the EDGAR Filer Manual.

The Commission considered comment letters received in response to the Proposing Release that included both comments on the proposed rule and form changes as well as technical feedback on functionality discussed in the Proposing Release.

We considered both the comments on the rule and form amendments as well as feedback on EDGAR Next technical functionality and discuss both aspects together in this release. While we discuss aspects of EDGAR Next technical functionality in this release together with the final rule and form amendments, we anticipate that this technical functionality will evolve over time in response to, for example, changes in filer needs, security requirements, and technological developments, among other circumstances. As is the case today and has been historically, updates to the EDGAR system typically will be communicated through the EDGAR Filer Management website and reflected in amendments to the EDGAR Filer Manual from time to time.

The public comments we received are available at

https://www.sec.gov/comments/s7-15-23/s71523.htm.

A few commenters asserted that the comment period was not sufficient and asked the Commission to extend it.

See

Comment Letter of XBRL US (October 27, 2023) and Toppan Merrill Comment Letter (November 20, 2023) (“Toppan Merrill Comment Letter”). The comment period for the Proposing Release was open for 60 days, and we do not believe an extension of the comment period is necessary. Moreover, we have considered all comment letters received, including those submitted after the comment period closed.

The Commission is adopting the proposed amendments to Rules 10 and 11 of Regulation S-T and Form ID substantially as proposed. We believe that the rule and form amendments adopted in this release and the related technical changes further the goals of enhancing the security of EDGAR access and improving EDGAR account management and are responsive to the comments received in response to the Proposing Release and the 2021 Request for Comment.

The obligations for filers are generally being codified in Rule 10 of Regulation S-T, new paragraph (d).

Under paragraph (d)(1) of Rule 10 as adopted, only those individuals who obtain individual account credentials

can be authorized to act on the filer's behalf on the dashboard on EDGAR.

Paragraph (d)(2) of Rule 10 as adopted requires each filer to authorize and maintain individuals as its account administrators

to manage the filer's EDGAR account on the filer's behalf, in accord with the EDGAR account access and account management requirements set forth in this release and in the EDGAR Filer Manual as it is being amended. Pursuant to the amendments to Form ID and the EDGAR Filer Manual, the filer can authorize someone who is not an employee of the filer or its affiliates to be the filer's account administrator if an authorized individual for the filer

provides a relevant notarized power of attorney.

Paragraph (d)(3) of Rule 10 as adopted requires any filer that decides to connect to an optional API

to authorize, through its account administrators, at least two technical administrators

to manage the API unless the filer arranges to use the filer API tokens and API connections of its

delegated entities.

Further, the EDGAR Filer Manual is being amended to require that filers present certain security tokens to connect to the APIs. As adopted, paragraph (d)(4) of Rule 10 will require each filer, through its authorized account administrators, to confirm annually that all account administrators, users,

delegated entities,

and technical administrators reflected on the dashboard for the filer's EDGAR account are authorized by the filer and that all information regarding the filer on the dashboard is accurate. Paragraph (d)(5) of Rule 10 as adopted will require each filer, through its authorized account administrators, to maintain accurate and current information about the filer on EDGAR, and paragraph (d)(6) of Rule 10 as adopted will require each filer, through its authorized account administrators, to securely maintain information relevant to the ability to access the filer's EDGAR account.

In addition to the changes discussed below, Rule 10 is being amended to implement certain clarifying and conforming changes.

See

section II.F.1.

We are amending Rule 11 of Regulation S-T to define “individual account credentials” as credentials issued to individuals for purposes of EDGAR access, as specified in the EDGAR Filer Manual. See the discussion of amendments to Rule 11 in section II.F.2. The EDGAR Filer Manual is being amended to specify that individual account credentials must be obtained through Login.gov, a sign-in service of the U.S. Government that employs multifactor authentication.

We are amending Rule 11 of Regulation S-T to define the “dashboard” as an interactive function on EDGAR where electronic filers manage their EDGAR accounts and individuals that electronic filers authorize may take relevant actions for electronic filers' accounts. See the discussion of amendments to Rule 11 in section II.F.2. In connection with this rulemaking, the dashboard will be integrated into the EDGAR Filer Management website,

https://www.filermanagement.edgarfiling.sec.gov.

We are amending Rule 11 of Regulation S-T to define an “account administrator” as an individual that an electronic filer authorizes to manage the electronic filer's EDGAR account on EDGAR, and to make filings on EDGAR on the electronic filer's behalf. See the discussion of amendments to Rule 11 in section II.F.2. Applicants (individuals and companies) for EDGAR access must authorize account administrators on Form ID.

See

amended Form ID.

We are amending Rule 11 of Regulation S-T to define “authorized individual.” This definition mirrors the definition of “authorized individual” in the EDGAR Filer Manual, Volume I. See the discussion of amendments to Rule 11 in section II.F.2 and EDGAR Filer Manual, Volume I.

For example, if a filer wishes to authorize an individual employed by its filing agent to act as the filer's account administrator, the filer must upload with the Form ID a power of attorney signed by an authorized individual of the filer, with that signature notarized, authorizing the employee of the filing agent to be the filer's account administrator.

See

amended Form ID, Part 3. The EDGAR Filer Manual, Volume I sets forth the requirements for notarization of the signature of an authorized individual. Among other things, pursuant to Volume I of the EDGAR Filer Manual, notarization may be obtained through a remote online notary recognized by the law of any State or territory in the U.S. or the District of Columbia.

We are amending Rule 11 of Regulation S-T to define an “Application Programming Interface” or “API” as a software interface that allows computers or applications to communicate with each other. See the discussion of amendments to Rule 11 in section II.F.2.

We are amending Rule 11 of Regulation S-T to define a “technical administrator” as an individual that the filer authorizes on the dashboard to manage the technical aspects of the filer's use of EDGAR APIs on its behalf. See the discussion of amendments to Rule 11 in section II.F.2. Technical administrators need not be software developers or technical experts to carry out the requirements to manage the filer's use of APIs and filer API tokens, as discussed more fully below.

See

paragraph (d)(3) of Rule 10 as adopted addressing the technical administrator requirements and the provision therein allowing filers to use their delegated entities' API connections and filer API tokens so long as those delegated entities comply with the requirement to maintain two technical administrators.

We are amending Rule 11 of Regulation S-T to define a “user” as an individual that the filer authorizes on the dashboard to make submissions on EDGAR on the filer's behalf. See the discussion of amendments to Rule 11 in section II.F.2.

We are amending Rule 11 of Regulation S-T to define a “delegated entity” as an electronic filer that another electronic filer authorizes, on the dashboard, to file on EDGAR on its behalf. See the discussion of amendments to Rule 11 in section II.F.2.

We are amending Form ID to implement the changes to Rule 10, including but not limited to the requirement to provide information about the applicant's account administrators, to make the form more user friendly,

and to improve the utility of the form for Commission staff.

Moreover, we are amending Rule 11 of Regulation S-T to define new terms related to the rule and form amendments.

We are further amending the EDGAR Filer Manual to accord with the EDGAR Next changes.

As an example of the changes being made to make the form more user friendly, additional instruction will be added to guide applicants through completion and submission of the form, and the user interface will be improved.

As an example of the changes being made to improve the utility of the form for Commission staff, a checkbox will be added to each address field for identification of non-U.S. locations, which will improve data analytics.

Please refer to amended Rule 11 of Regulation S-T, set forth in this release, for definitions of the terms used in the release. The amendments to Rule 11 also update or delete reference to outdated terminology and clarify the definition of the EDGAR Filer Manual.

The EDGAR Next transition process will begin with the issuance of this adopting release. For the initial six months, from September 30, 2024 to March 21, 2025, filers may prepare for the changes by testing in and modifying their internal software systems to accord with an EDGAR Next Adopting Beta environment reflecting the adopted rule and form amendments and related technical changes, including but not limited to testing the optional APIs that will be provided, as well as gathering information necessary to enroll on EDGAR. On Monday, March 24, 2025, a new EDGAR Filer Management website that includes the dashboard will go live, and related changes in the EDGAR Filer Manual, Volume I will be effective. At that time, compliance with amended Form ID will be required, all applicants for EDGAR access must apply on amended Form ID through the dashboard, and the prior version of the form will be ineffective. If Commission staff grant the amended Form ID application, the filer will be in compliance with the EDGAR Next changes, and thus will not be required to subsequently enroll on the dashboard. In addition, beginning Monday, March 24, 2025, existing filers may begin to enroll on the dashboard, and once enrolled may connect to the optional APIs while still being able to use the legacy filing process. Compliance with the remaining EDGAR Next changes will be required on Monday, September 15, 2025, when all EDGAR websites will require, among other things,

individual account credentials and dashboard authorization to make submissions on EDGAR. Filers who have not enrolled by September 15, 2025 will not be able to make submissions or take other actions in EDGAR other than enroll. Enrollment will be permitted for an additional three months, until December 19, 2025.

On December 22, 2025, filers who have not enrolled in EDGAR Next or been granted access through amended Form ID will be required to submit the amended Form ID through the dashboard to apply for access to their existing EDGAR accounts. Section II.H below provides additional information regarding the transition to EDGAR Next.

In total, the enrollment period will extend nine months, from March 24, 2025 to December 19, 2025. If filers enroll on the dashboard during this period, they will not be required to apply for access on amended Form ID. Please see section II.H for additional information about enrollment.

Additional details regarding EDGAR Next technical changes, including dashboard functionality and APIs, as well as the transition process are available on the EDGAR Next page on

SEC.gov.

See

EDGAR Next-Improving Filer Access and Account Management, U.S. Securities and Exchange Commission, available at

https://www.sec.gov/edgar/filer-information/edgar-next.

II. Discussion

We are adopting, substantially as proposed, amendments to Rule 10 of Regulation S-T concerning EDGAR filer access and account management and related matters; Form ID, the application for EDGAR access; and Rule 11 of Regulation S-T, containing the definitions of terms in Regulation S-T. We are further amending the EDGAR Filer Manual in accord with the rule and form amendments.

These amendments will, among other things, benefit filers by improving the security of their EDGAR accounts and making it easier for filers to manage and maintain access to their EDGAR accounts.

A blackline of the changes to Volume I of the EDGAR Filer Manual is available at

www.sec.gov/rules-regulations.

The amendments to Rule 10 and Form ID set forth requirements for each EDGAR filer to authorize and maintain individual account administrators to manage the filer's EDGAR account on a dashboard on EDGAR and to authorize to act on the filer's behalf only those individuals who obtain individual account credentials. The EDGAR Filer Manual is being amended to specify

as the individual account credential provider. Each filer, through its account administrators, will be required to confirm annually that all account administrators, users, technical administrators, and delegated entities reflected on the filer's dashboard are authorized by the filer to act on its behalf and that all information regarding the filer on the dashboard is accurate; maintain accurate and current information on EDGAR concerning the filer's account; and securely maintain information relevant to the ability to access the filer's EDGAR account.

In addition to the rule and form amendments, this release describes the EDGAR Next functionality that will be offered to filers, including but not limited to optional APIs that will improve the efficiency and accuracy of filers' interactions with EDGAR by providing a machine-to-machine method of making submissions, retrieving information, and performing account management tasks. EDGAR will make available 15 optional APIs in total, which include the three APIs discussed in the Proposing Release and 12 additional APIs, many of which were requested by commenters. Among other things, these APIs will replicate much of

the dashboard account management functionality, allowing filers to manage their EDGAR accounts with minimal manual interaction with EDGAR.

If a filer chooses to connect to the optional APIs, the filer, through its account administrators, must authorize at least two technical administrators, pursuant to paragraph (d)(3) of Rule 10, unless the filer arranges to use the filer API tokens and API connections of its delegated entity (and the delegated entity complies with the requirement to maintain at least two technical administrators), as requested by commenters. Filers choosing to connect to the optional APIs must also present specified security tokens of limited duration in the form of filer API tokens and user API tokens, as set forth in the EDGAR Filer Manual as amended. These token requirements are intended to provide security for API connections. Filers using their delegated entities' API connections must use their delegated entities' filer API tokens, and individuals at those filers must present a user API token to interact with the APIs to allow identification of the individual taking action on EDGAR if those APIs require presentation of a user API token.

Filers that do not connect to the optional EDGAR APIs will not need to comply with these API-related requirements and may continue to make web-based submissions on EDGAR.

A. Individual Account Credentials

Paragraph (d)(1) of Rule 10 as proposed and adopted will require that a filer only authorize an individual to perform functions on the dashboard on the filer's behalf if that individual possesses individual account credentials, obtained in the manner specified in the EDGAR Filer Manual. In addition to what was noted in the Proposing Release, however, and in response to commenter concerns, the EDGAR Filer Manual is being amended to clarify that individual account credentials may not be shared with other individuals as the credentials are intended to identify the individual who takes action on EDGAR.

As contemplated in the Proposing Release, we are amending the EDGAR Filer Manual to specify that individual account credentials must be obtained through

a secure sign-in service of the U.S. General Services Administration.

is used by participating Federal agencies, as well as State, local, and territorial governments to provide a secure login process and to allow members of the public to use a single account that is protected by encryption, multifactor authentication, and additional safeguards.

To obtain individual account credentials for EDGAR, an individual must respond to prompts on the

website to provide an email address, create a password, and select a multifactor authentication option.

The EDGAR Filer Manual will specify that the email address provided to

must match the email address the individual has provided or intends to provide to EDGAR (during enrollment, on amended Form ID, or to the relevant account administrator).

https://www.login.gov/.

See Login.gov,

“About us,” at

https://www.login.gov/about-us/.

As of the date of this release,

multifactor authentication options include: (1) a security key; (2) Federal government employee or military PIV or CAC cards; (3) authentication application; (4) biometric (face or fingerprint) verification; (5) text message/SMS or telephone call; and (6) backup codes. With respect to option (3), current

authentication applications include: Android and iOS options (Google Authenticator, Authy, LastPass, 1Password), Windows and Mac apps (1Password and OTP Manager), and Chrome extensions (Authenticator).

See generally

Authentication Options at

https://www.login.gov/help/get-started/authentication-options/. See also generally Login.gov,

“Privacy and security: Our security practices,” at

https://login.gov/policy/our-security-practices/

for information on

's security practices.

If an individual changes the email address that she uses in connection with EDGAR (for example, because of a change of domain name), the individual should first change her email address on the dashboard and then change it on

This will prevent interruptions in access to EDGAR. If an individual permanently loses access to her email before taking the steps above, the individual should create another account on

with a new email address, and the filer's account administrator should add her to the filer's account on the dashboard using the new email address.

In accord with amended paragraph (d) of Rule 10 and the EDGAR Filer Manual, and as proposed, all account administrators, users, and technical administrators must enter their individual account credentials and complete multifactor authentication to log into EDGAR. After entering the email address and the password created on

the individual will be prompted to complete the multifactor authentication option the individual selected when obtaining individual account credentials at

Thus, through

multifactor authentication for individual accounts will be required to access EDGAR.

If the individual loses or forgets her

password, the individual can reset the password through

simplifying and automating the process of password retrieval.

The use of multifactor authentication aligns with modern security practices, such as those set forth in Executive Order No. 14028, issued May 12, 2021, directing Federal agencies to modernize and implement stronger cybersecurity standards (“executive order”),

including but not limited to the deployment of multifactor authentication as a foundational security tool at Federal agencies. As stated in the executive order, the use of multifactor authentication enhances system security. It further follows digital identity guidelines for Federal agencies issued by the National Institute of Standards and Technology (“NIST”).

Multifactor authentication is a widely accepted security tool that will improve the security of access to EDGAR by adding a layer of validation each time an individual signs into EDGAR.

See

Exec. Order No. 14028 (2021), 60 FR 26633, 26636 (May 17, 2021).

See

Digital Identity Guidelines: Authentication and Lifecycle Management, National Institute of Standards and Technology, NIST SP 800-63,

available at https://csrc.nist.gov/pubs/sp/800/63/b/upd2/final,

at section 4 of NIST SP 800-63B (“Any PII or other personal information—whether self-asserted or validated—requires multi-factor authentication.”).

In sum, EDGAR Next will enhance the security of filers' accounts by requiring anyone seeking to make a submission on EDGAR on behalf of a filer to sign in with individual account credentials, complete multifactor authentication, be authorized by the filer or the filer's account administrator and enter the filer's EDGAR account/central index key number (“CIK”) and central index key confirmation code (“CCC”).

Commenters generally agreed that requiring individual account credentials for EDGAR access would improve EDGAR security, provide individual accountability and, by implementing multifactor authentication, align EDGAR with current best practices.

See, e.g.,

Comment Letter of Cory (September 19, 2023) (“Cory I Comment Letter”) (“[This is] essential to verify the identity and legitimacy of those managing financial data, mitigating the risk of unauthorized access and fraud”); Comment Letter of XBRL US (November 21, 2023) (“XBRL II Comment Letter”) (“Multi-factor authentication is a step forward in increasing EDGAR security and has become a standard for most companies.”); Comment Letter of Block Transfer (November 21, 2023) (“Block Transfer Comment Letter”) (“We agree with the [Commission's] position that individual accountability through people-based, not organization-wide, accounts will lead to greater accountability, transparency, and efficiency in the market”).

Several commenters expressed concerns that the introduction of individual account credentials could be disruptive or unduly burdensome for individuals with reporting obligations pursuant to section 16 of the Securities Exchange Act of 1934 (“Exchange Act”).

For the reasons discussed

below, we do not think that the issues raised by these commenters will be disruptive or unduly burdensome for section 16 filers. One commenter asserted that many individuals use

for personal matters and suggested that these individuals may not wish to use their existing

accounts for EDGAR matters.

The EDGAR Filer Manual as amended will require individuals to present an email address that matches the email address the individual will use in connection with EDGAR

to obtain

individual account credentials for EDGAR.

The email address will become the individual's username for

individual account credentials and will be used for identification and notification purposes on EDGAR. Therefore, if an individual currently has a

account created with her personal email address and does not intend to use that email address in connection with EDGAR matters, or is otherwise concerned that her personal email address may become visible on the EDGAR Filer Management dashboard, she should create new

individual account credentials with the email address she wishes to use in connection with EDGAR.

This email address could be the one provided to the individual by her employer or that the individual uses for business purposes. Individuals can continue to use their

personal email address and password for personal matters. They will separately use the

individual account credentials they created for use on EDGAR to log into EDGAR.

See, e.g.,

Comment Letter of Society for Corporate Governance (August 30, 2024) (“SCG Comment Letter”) (“[I]t appears that some

companies have assumed their third-party filing agents would handle this major EDGAR overhaul without significant disruption or additional work by in-house personnel. However, the comment letters by filing agents and other vendors suggest otherwise.”); XBRL II Comment Letter (“[W]e do not believe the rule proposal adequately addresses the needs of Section 16 filers and single individual filers [who] will perform their own code management.”).

See

SCG Comment Letter (“[T]here was also concern with respect to the fact that

is used, in many instances, for individuals'

personal

matters (

e.g.,

Social Security). Using a single account for both personal and public filings is likely to lead to confusion and hesitation on the part of the Section 16 filers. Such individuals may not wish to comingle their personal matters with their public filing obligations.”).

Individuals will provide their email addresses on Form ID, during enrollment, and to account administrators to identify themselves. The dashboard will display individuals' email addresses for identification and individuals will receive email notifications from EDGAR at their email addresses. Therefore, individuals should present to

the email address that they intend to provide to EDGAR, that will identify them to others on EDGAR, and that they will use to receive communications from EDGAR.

See

amended EDGAR Filer Manual, Volume I, at section 3(a).

By contrast, if individuals currently have

accounts used in connection with EDGAR, they may choose to rely upon those existing

individual account credentials.

Several commenters further suggested that it would be a burden on section 16 filers to apply for EDGAR access and to enroll in EDGAR Next themselves and requested that EDGAR permit a corporate secretary or legal personnel of a registrant to obtain EDGAR access for an individual section 16 filer pursuant to a power of attorney.

In response to these comments, we clarify that EDGAR will permit this. Individuals with individual or single-member company filer EDGAR accounts may avoid obtaining

individual account credentials for EDGAR if they authorize an individual at their filing agent or other third party to enroll them in EDGAR Next and during enrollment authorize one or more individuals at these entities to act as their account administrators.

For enrollment, presentation of a power of attorney for the person performing enrollment or being authorized as an account administrator will not be necessary, although we urge all filers to carefully coordinate regarding the person they will authorize to enroll them. For enrollment, the codes required to be entered will act as validation of the filer's intent.

See, e.g.,

SCG Comment Letter (“We believe that the corporate secretary or legal personnel of the registrant—with a Power of Attorney (POA)—should be able to complete the process for obtaining EDGAR access codes or passphrases without further involvement from an individual Section 16 filer.”); XBRL II Comment Letter (“[W]e do not believe the rule proposal adequately addresses the needs of Section 16 filers and single individual filers will perform their own code management.”).

Only one individual (the individual need not be an account administrator so long as the filer authorizes the individual to enroll) would enroll the filer, providing information about authorized account administrators during enrollment. After enrollment, the account administrators would manage the filer's account on the dashboard, adding account administrators, users and technical administrators, if connecting to APIs, and delegating authority to file, if relevant.

See infra

text accompanying and following note 208 (the filer's CIK, CCC, and EDGAR passphrase must be provided to validate the enrollment request as legitimate).

Separately, individual or single-member company filers who apply for access on amended Form ID may authorize one or two individuals at their filing agents or relevant companies as their account administrators on Form ID; however, for Form ID, individual or single-member company applicants must also provide signed, notarized powers of attorney to those persons to be uploaded to EDGAR together with the completed Form ID. Thereafter, the filer's authorized account administrators would obtain individual account credentials from

and manage the filer's account on the dashboard. In summary, the individual or single-member company filer would not need to obtain

individual account credentials in these circumstances.

The commenter also expressed concerns regarding how section 16 filers and others would navigate the multifactor authentication process when making filings.

As an initial matter, we do not believe that it will be difficult for section 16 filers and other individuals to navigate the

multifactor authentication process as it is substantially the same as the process used by numerous financial and other websites for verification. It is therefore likely that section 16 filers and other individuals have experience in performing multifactor authentication. Alternatively, as discussed above, section 16 filers and other individual filers may provide notarized powers of attorney to authorize account administrators to manage filers' accounts and make submissions on filers' behalf, eliminating the need for section 16 filers and other individual filers to obtain individual account credentials or perform multifactor authentication themselves.

See

SCG Comment Letter (“[Our members] expressed concerns about how registrants, Section 16 insiders, and their filing agents would navigate the new MFA process when making filings.”).

See

sections II.B.1 and II.B.2.

The commenter further raised issues surrounding the security of

The matters raised by the commenter pertain to

's provision of identity assurance level 2 (“IAL2”) services,

which generally require gathering certain sensitive personally identifiable information such as copies of drivers' licenses, passports, or similar documents. EDGAR's agreement with

however, is to provide identity assurance level 1 (“IAL1”) services, which do not require presentation of such sensitive personally identifiable information. To obtain individual account credentials from

for EDGAR, the

individual need only provide her email address, create a password, and select a multifactor authentication method. The security of

's provision of IAL1 services has not been called into question, and as noted above, numerous Federal and State agencies successfully use

on an ongoing basis.

See

SCG Comment Letter (“Given that the security of

has been questioned by Congress and the Internal Revenue Service has expressed reservations about using the platform, the Commission should not mandate

as the sole platform that registrants and their Section 16 filers may use for multi-factor authentication.”).

See

“GSA Misled Customers on

's Compliance with Digital Identity Standards,” Press Release, Office of the Inspector General, U.S. General Services Administration, available at

https://www.gsaig.gov/content/gsa-misled-customers-logingovs-compliance-digital-identity-standards

(“GSA knowingly billed IAL2 customer agencies over $10 million for services, including alleged IAL2 services that did not meet IAL2 standards.”)

Other commenters suggested that EDGAR provide filers with the option to continue to use a password and CCC instead of

during a transition period to EDGAR Next.

In response to these comments, we clarify that from March 24, 2025 to September 12, 2025, EDGAR will continue to allow submissions to be made when the password and CCC are presented. One commenter asked that the Commission allow section 16 filers to continue to log into EDGAR under the existing process for six months after enrollment ends.

We are offering the legacy filing process for six months from March 24, 2025 through September 12, 2025, during which time filers may also enroll. In addition, we are allowing filers to continue to enroll on the dashboard for an additional three months after the compliance date.

The 12 months that precede compliance, consisting of six months to prepare for the changes and six months to enroll while legacy filing processes continue, plus an additional three months after compliance to enroll, effectively operate as a phased-in implementation of the new requirements, and permits filers multiple means of accessing EDGAR, while they coordinate with their filing agents and other relevant parties regarding how they will manage their accounts, and ensures timely compliance.

We considered comments regarding offering the legacy filing process beyond the transition period, but we determined that doing so would increase the risk of EDGAR security issues arising by delaying the implementation of, among other things, multifactor authentication and individual account credentials.

See, e.g.,

Comment Letter of Donnelley Financial Solutions (May 8, 2024) (“DFIN II Comment Letter”) (“[W]e encourage the Commission to consider supporting the current authentication method for an overlapping period of time as an alternative during the EDGAR Next roll out. This will help with the transition and minimize market disruption.”); SCG Comment Letter (“We agree with DFIN's suggestion that registrants and their Section 16 filers should be allowed to use current authentication methods during the transition to EDGAR Next to minimize disruptions or filing delays.”)

See

SCG Comment Letter (“We also ask that the Commission consider allowing all Section 16 filers to continue to use the existing EDGAR system for an

additional six months

after the enrollment period ends, so they do not miss any deadlines while the enroll in EDGAR Next.”) (emphasis in original).

Further, the commenter appeared to base the comment in part upon the assumption that there would be a one-month preparation period prior to enrollment in EDGAR Next. Instead, the Commission is offering filers a six-month preparation period which we believe will allay the commenter's expressed concerns.

See

SCG Comment Letter (“[t]he Commission has prudently provided phased-in implementation for other rules, such as for XBRL tagging and the Form 8-K cybersecurity incident disclosure rules, and we believe that a phased-in approach makes sense given the hundreds of corporate directors who may have to obtain

accounts and then enroll through the EDGAR Next dashboard.”).

In addition, it is not technically feasible for EDGAR to extend legacy filing processes for one subset of filers.

Several commenters suggested that filers should have the option to use alternatives to

as technology evolves.

Another commenter requested alternatives to

in the event the service is unavailable but did not suggest what alternatives were appropriate.

Another commenter approved of the choice of

is a secure Federal sign-in service that aligns with the modern security practices set forth in the executive order and follows the digital identity guidelines for Federal agencies issued by NIST, as indicated above. Using a single secure sign-in service strengthens the ability of Commission staff to monitor, identify, and address login issues related to EDGAR. It also increases efficiency in terms of EDGAR and filer programming, maintenance and customer support and ensures that individuals attempting to access EDGAR are able to achieve similar experiences in the login process. Moreover, we are not aware of any recurrent

outage issues that necessitate implementing additional Federally accepted tools. If in the future it is possible to meet the Commission's goals of individual traceability and multifactor authentication with improved alternative technology, that technology will be considered as appropriate. EDGAR will be able to substitute or add other methods of obtaining individual account credentials and completing multifactor authentication if it is beneficial to do so. If the Commission determines to change or add methods of authentication to EDGAR, we would inform filers in advance and specify the changes in the EDGAR Filer Manual.

See

DFIN II Comment Letter (“We continue to believe that Edgar filers should have the optionality to use alternatives to

as technology offerings evolve.”); Comment Letter of the Investment Company Institute (September 11, 2024) (“ICI Comment Letter”).

See

SCG Comment Letter (“There will be busy filing periods, such as 40 days after the end of a fiscal quarter when larger companies make their periodic filings, where it would be helpful to have alternative platforms for authentication in case

is not available.”).

See

Toppan Merrill Comment Letter (“

is a good choice for EDGAR access since it was created and is maintained by the federal government. It is already utilized by other government agencies and some public users.”).

Some commenters raised concerns that requiring individual account credentials for EDGAR access could be burdensome and confusing in specific situations, such as where individuals sit on multiple boards of different issuers, or an individual retires or is terminated.

The use of individual account credentials and multifactor authentication is a widely used account management process. While we acknowledge that requiring individual account credentials imposes some additional burden in that it interposes a new step in the EDGAR access process, we do not believe that requiring individual account credentials will be unduly burdensome or confusing because the use of individual user permissions is a standard practice in software applications and computer systems. Moreover, certain examples cited by commenters appear to stem from some confusion regarding dashboard authorization as it pertains to individual account credentials.

See, e.g.,

XBRL II Comment Letter (discussing situations involving individual filers who sit on multiple boards of different issuers); Comment Letter of Workiva (November 20, 2023) (“Workiva Comment Letter”) (noting that individual account credentials must be managed at an individual level, which could cause problems for filers if individuals retire or are terminated).

Several commenters raised concerns about specific scenarios involving individual account credentials, such as when an individual the filer has authorized to act on her behalf retires or is terminated,

or when an individual sits on multiple boards.

In the first scenario, an account administrator would be able to remove the authorization of an individual on the dashboard, at which point the individual could no longer use her individual account credentials to access the filer's account. In the second scenario, an individual who sits on multiple boards would be able to make submissions on any of her EDGAR accounts in several different ways. First, the individual need not obtain

individual account credentials or interact with the dashboard at all if she authorized one or more individuals employed at her filing agents or other relevant companies as her account administrators (up to a total of 20) with notarized powers of attorney, as discussed above. Second, she could log

into the dashboard and delegate to her filing agents and other relevant companies the authority to make submissions on her behalf. Third, the individual could log into the dashboard and authorize account administrators or users of her choice to make submissions on her behalf. Fourth, she could be her own account administrator or user and log into the dashboard with her individual account credentials and make submissions. We further note that for enrollment, she can authorize individuals as her account administrators without presenting a notarized power of attorney, although we advise section 16 and other filers to carefully plan whom they authorize to enroll them in EDGAR Next. Once a filer has authorized account administrators, the account administrators would make submissions on the filer's behalf and otherwise manage the account and perform annual confirmation. Given these various options and solutions, we do not believe that the final amendments' requirements are onerous.

See

Workiva Comment Letter.

See

XBRL II Comment Letter.

Commenters also asserted that individual account credentials would not guarantee EDGAR security, since for example individuals could intentionally share their individual account credentials with unauthorized persons or EDGAR could be otherwise compromised.

We acknowledge that requiring individual credentials will not entirely remove threats to EDGAR security, but mandating such credentials will improve the overall security of the EDGAR system. For example, even if the individual account credentials were shared, Commission staff and filers would know whose credentials were shared. Moreover, the use of individual account credentials that employ multifactor authentication complies with current best practices for information security at U.S. Federal agencies, such as those described in the executive order and the NIST digital identity guidelines.

See, e.g.,

Workiva Comment Letter (stating that delegated entities may try to share individual account credentials for a single individual among various employees at the delegated entity); XBRL II Comment Letter (noting that multifactor authentication would protect the Filer Management dashboard but would not stop malicious entities who somehow obtained the filer's filer API token and user API token from using those tokens).

Individual account credentials will enhance the ability of filers to securely maintain access to their EDGAR accounts. Filers currently share access codes among multiple individuals, making it difficult to track with whom the codes are shared or to trace a filing to a specific individual. The use of individual account credentials should enable Commission staff and those with filing obligations to determine more easily the individuals making specific filings on EDGAR, because the person-specific nature of the credentials coupled with the individual's multifactor authentication will identify individuals associated with EDGAR actions—unlike access codes, which are tied to a particular EDGAR account rather than to an individual.

Linking individuals to the filings they make will be particularly useful for Commission staff and filers when problematic filings are made on EDGAR and will enhance the security and integrity of the system. Thus, for example, without individual account credentials, if an EDGAR filing is submitted that appears on its face to be materially misleading, Commission staff and the filer may confer about the contents of the filing, but it may be difficult for them to ascertain who submitted it given that the filer may have widely shared its access codes.

See

amended EDGAR Filer Manual, Volume I, at section 3(a).

To address the concern that security may be compromised by individuals intentionally sharing their individual account credentials with unauthorized persons,

we are amending the EDGAR Filer Manual to clarify that individual account credentials may not be shared with other individuals. The Commission intends that individual account credentials identify the individual who takes action on EDGAR and sharing of credentials defeats that goal. In addition, the sharing of individual account credentials among multiple individuals undermines the purpose of multifactor authentication, which is intended to be specific to a known individual.

See, e.g.,

Workiva Comment Letter (stating that delegated entities may try to share individual account credentials for a single individual among various employees at the delegated entity).

Use of individual account credentials also will provide additional assurance that only individuals who have been properly authorized by the filer can take actions on the filer's behalf on EDGAR. Currently, filers' interactions with EDGAR require the use of several codes. Because individual account credentials will be used to authenticate individuals accessing EDGAR pursuant to Rule 10 as amended, the EDGAR password, password modification authorization code (“PMAC”), and passphrase will not be needed to make submissions after the compliance date, as discussed in section II.H.

The historic use of several codes with differing functions is not in accord with current industry best practices. The use of individual account credentials aligns more closely with modern access processes, including multifactor authentication, as set forth in the executive order and the NIST guidelines discussed above.

Filers enrolling during the three-month period after the compliance date will be required to present the CIK, CCC, and passphrase to complete enrollment.

The CCC will continue to function as the code required for filing, but those seeking to make submissions will also need to sign in with individual account credentials, complete multifactor authentication, and be authorized by the filer or an account administrator for the filer. Because of these additional safeguards, the filer's CCC will be displayed on the dashboard for account administrators and users.

One commenter suggested eliminating the CCC as unnecessary given the requirement to authorize individuals through the dashboard.

In addition to dashboard authorization, EDGAR will continue to require the CCC to provide additional security, for example, to complement API tokens, as well as to avoid the need to make additional infrastructure and form changes to EDGAR at this time. To maintain the CCC in a secure environment and remove the need for a filer to email or circulate the CCC, the CCC will appear on the dashboard of individuals authorized to make submissions for the filer.

The CCC may be eliminated in the future if feasible from a technical and security standpoint.

See

Comment Letter of the Securities Industry and Financial Markets Association (“SIFMA Comment Letter”) (“[I]t would seem that by granting authority to the agent through EDGAR Next, there would not be a need for the CCC.”).

Specifically, this will include the filer's account administrators, users, delegated administrators, and delegated users.

One commenter indicated that certain

multifactor authentication methods are restricted in certain countries.

While we understand that not all the methods for multifactor authentication on

may be available to those in certain countries, we note that

offers individuals several different authentication methods, including a security key, certain Federal Government employee or military cards, authentication applications, biometric (face or fingerprint) verification, text message/SMS or telephone call, and backup codes. Further, there are several authentication applications accepted by

Individuals need only choose one method available to them. Therefore, we expect that filers in such countries will be able to choose an alternative method on

to satisfy the multifactor authentication requirement.

See

SCG Comment Letter (“In addition, some features of

(

e.g.,

text or voice MFA options) are restricted in certain countries, which could impose an added burden on filers based outside the United States.”).

Current

authentication applications include Android and iOS options (Google Authenticator, Authy, LastPass, 1Password), Windows and Mac apps (1Password and OTP Manager), and Chrome extensions (Authenticator).

See generally

Authentication Options at

https://www.login.gov/help/get-started/authentication-options/.

Another commenter asserted that in lieu of individual account credentials and multifactor authentication, as contemplated in the Proposing Release,

should allow EDGAR authentication via EDGAR Next API keys.

API keys alone, however, do not provide the security assurances of multifactor authentication.

See

Block Transfer Comment Letter (“[W]e respectfully submit to the Commission that

might present material benefits to issuers if it replaced the proposed security interface using EDGAR Next API keys.”).

B. Individual Roles: Account Administrator, User, Technical Administrator

Paragraph (d)(2) of Rule 10 as proposed and adopted requires each filer to authorize and maintain at least two individuals with individual account credentials as account administrators to manage the filer's EDGAR account and to make submissions on EDGAR on behalf of the filer, unless the filer is an individual or single-member company,

in which case the filer will be required to authorize and maintain at least one individual with individual account credentials as an account administrator.

As defined in amended Rule 11 and amended Form ID, a “single-member company” will be a company that has a single individual who acts as the sole equity holder, director, and officer (or, in the case of an entity without directors and officers, holds position(s) performing similar activities as a director and officer).

Minor revisions to paragraph (d)(2) as proposed were made to the paragraph as adopted to clarify that each individual or single-member company electronic filer must authorize and maintain at least one individual as an account administrator to manage its EDGAR account.

Account administrators, acting on behalf of the filer, may authorize and de-authorize individuals with individual account credentials as users, additional account administrators, or technical administrators for the filer, as needed, using the dashboard (or the optional APIs that will enable filers to access much of the dashboard's functionality via machine-to-machine connections).

This process is illustrated in diagram 1 below.

See the EDGAR Next page on

SEC.gov

for guidance regarding actions on the dashboard.

ER27DE24.011

An individual could be authorized to perform more than one role for a filer. For example, one individual could be both an account administrator and a technical administrator, or one individual could be both a technical administrator and a user. An account administrator could not be a user, however, because account administrators can perform all the functions of a user themselves, including making submissions on EDGAR. Analogous roles will exist at delegated entities. The key functions that could be performed by each role are illustrated in diagram 2 below.

ER27DE24.012

1. Account Administrators

Paragraphs (d)(4), (5), and (6) of Rule 10 as proposed and adopted require that the filer, through its account administrators, maintain accurate and current information on EDGAR concerning the filer's account and confirm such information annually, and securely maintain information relevant to the ability to access the filer's EDGAR account, including but not limited to access through optional APIs. Commenters broadly supported the implementation of account administrators to manage filers' accounts,

although commenters raised concerns about specific issues as discussed below.

See, e.g.,

Cory I Comment Letter (“One of the cornerstones of EDGAR Next is the requirement for filers to designate account administrators. . . . In an era of machine-driven manipulation, this human oversight is crucial for detecting and preventing illicit activities.”); Toppan Merrill Comment Letter (“Yes, a required account Administrator [sic] role is necessary for every filer (every CIK). Ideally two Administrators [sic] should be required.”).

Under EDGAR Next, each filer will be responsible, through its account administrators, for the security of the filer's EDGAR account and the accuracy of the filer's information on EDGAR. Account administrators will manage the filer's account on the dashboard or through optional APIs replicating most dashboard functionality in machine-to-machine connections. The filer will be required, through its account administrators, to perform annual confirmation on the dashboard. Account administrators will also be able to use the dashboard or optional APIs to add and remove users, account administrators and technical administrators (including removing themselves as an account administrator); create and edit groups of users; delegate filing authority to other EDGAR accounts and remove delegation; generate a new CCC; and receive notifications regarding significant events affecting the account (notifications will also be emailed to the account administrator's email address provided to EDGAR). Further, account administrators will be able to make submissions on behalf of the filer on EDGAR, which will allow filers to manage their accounts and make submissions through a limited number of individuals, if they choose. Each account administrator will be co-equal, possessing the same authority and responsibility to manage the filer's EDGAR account. All actions required to be performed by account administrators can be performed by any of them individually and will not require joint action.

In addition, account administrators will serve as the points of contact for questions from Commission staff regarding the filer's account.

One commenter suggested that existing filers with a single EDGAR point of contact for information, inquiries, and access codes (“EDGAR POC”) typically rely upon legal staff, whereas under EDGAR Next those filers may choose to authorize, for example, services staff as account administrators.

The commenter stated that the EDGAR POC for existing filers should be automatically enrolled as a “super administrator” for the filer and notified regarding significant events affecting the account.

Because filers may wish to designate a single account administrator as a primary EDGAR POC, EDGAR will offer an option to allow account administrators to designate one account administrator as the filer's EDGAR POC. EDGAR will by default designate the first account administrator listed on Form ID or an existing filer's enrollment as the filer's EDGAR POC. The filer, through its account administrator, may

change its EDGAR POC thereafter on the dashboard. Commission staff may contact the filer's other account administrators if, for example, the EDGAR POC cannot be reached or is nonresponsive. The EDGAR POC will not be a “super administrator,” as suggested by the commenter, however, and each account administrator will have co-equal authority to take action on EDGAR as well as to receive notices of actions on the filer's account. Other than acting as a central point of contact, the EDGAR POC will not differ in any other respect from other account administrators.

Technical administrators will serve as the Commission staff's points of contact regarding the filer's use of the APIs.

See infra

section II.B.3.a.

See

Workiva Comment Letter (“The current POC is likely a different type of staff, such as legal staff, from the administrators who are likely to be reporting or services staff.”).

See

Workiva Comment Letter (“We further suggest automatically enrolling the current POC as super administrator. The super administrator should be contacted before any severe action on the EDGAR account is taken, such as account deactivation.”).

Several commenters stated that the dashboard should provide a mechanism for authorized users or other interested parties to easily identify and contact the filer's account administrators.

The dashboard will be enhanced to provide this functionality. In this regard, account administrators will also serve as points of contact for technical administrators, users and delegated entities.

See, e.g.,

XBRL II Comment Letter (“There should be a mechanism in the filing management dashboard where the company (

e.g.

technical admin) can identify and contact their administrators . . .”); Workiva Comment Letter (“[A] a user may not necessarily know who the administrators are to contact. We suggest adding a “Contact Administrator” function in the EDGAR Dashboard to facilitate.”).

a. Filer Authorization of Account Administrators

As proposed and adopted, applicants for EDGAR access will designate on amended Form ID the individuals that the filer authorizes as account administrators.

Pursuant to paragraph (d)(1) of Rule 10 as proposed and adopted, the filer can only authorize individuals as account administrators if those individuals obtain individual account credentials in the manner specified in the EDGAR Filer Manual. We are adopting the amendments to Form ID largely as proposed, as discussed in section II.F.3. In response to commenter concerns, however, it will not be necessary for Form ID to be completed or submitted by one of the applicant's prospective account administrators, as contemplated in the Proposing Release. This change will allow a filer to choose who will complete and submit Form ID so long as the filer complies with the continued requirement that the form be signed by the filer's authorized individual, as that term is defined in Rule 11 of Regulation S-T and Volume I of the EDGAR Filer Manual, and that the signature is notarized. Additionally, given commenter concerns that asset-backed securities (“ABS”) issuing entities that make “Request Asset-Backed Securities (ABS) Issuing Entities Creation” submissions (“ABSCOMP” submissions”) should have their account information automatically copied to any serial companies, EDGAR will allow for new serial companies requested to be created via the ABSCOMP process to automatically inherit all dashboard information associated with the ABS issuing entity that made the ABSCOMP submission.

A separate process of enrollment will be employed to transition existing filers, as discussed in section II.H.

Consistent with current requirements, an applicant must complete Form ID and electronically submit it, and also upload a copy of the completed Form ID signed by an authorized individual of the applicant with the signature notarized. As a departure from what we contemplated in the Proposing Release, it will not be necessary for Form ID to be completed or submitted by one of the applicant's prospective account administrators. Some commenters were concerned that requiring an account administrator to complete and submit Form ID would be burdensome and unnecessarily restrictive.

We understand that providing flexibility in terms of who completes and submits Form ID will facilitate the application process.

See, e.g.,

Comment Letter of Donnelley Financial Services (November 21, 2023) (“DFIN Comment Letter”) (“[In addition to account administrators,] any “User” should also be allowed to submit a Form ID. The account administrator(s) might be busy, unavailable, or decide it's a menial task.”); Workiva Comment Letter (“[I]t is not necessary to require an account administrator to submit the Form ID. A user should also be able to submit the Form ID. The Form ID is already required to be signed and notarized by authorized personnel. . . . A user is adequate for submission.”).

As contemplated in the proposal, entity applicants will be able to authorize as account administrators either (i) individuals employed at the filer or an affiliate of the filer or (ii) any other individual provided the filer submits a notarized power of attorney authorizing that individual to be its account administrator.

Individual applicants will be able to authorize as account administrators either (i) themselves or (ii) any other individual provided the filer submits a notarized power of attorney authorizing that individual as account administrator. Commenters provided mixed feedback on this issue, with one supporting the notarization requirement as contemplated in the proposal; another advancing that the requirement should not apply to employees of affiliates; and another expressing concern that the notarization requirement as a whole would be unduly burdensome.

Although we acknowledge the added time and effort required to obtain a notarized power of attorney, the process is relatively straightforward, analogous to the current process of notarization of the authorized individual signature on Form ID, and not unduly time consuming. Moreover, the process will provide greater assurance that a filer indeed intends to authorize an individual not employed at the filer or an affiliate of the filer to manage the filer's EDGAR account. We therefore are implementing the notarized power of attorney requirements as proposed, and the amended Form ID and EDGAR Filer Manual will reflect those requirements.

The amended EDGAR Filer Manual specifies that an “authorized individual” must sign a power of attorney on behalf of the filer in this context.

See

amended EDGAR Filer Manual, Volume I, at section 3.

See, e.g.,

Toppan Merrill Comment Letter (“We support the proposal to have the initial account administrator require a notarized power of attorney, if applicable.”); DFIN Comment Letter (“[I]f the account administrator is an employee of the filer's affiliate, they should not be required to be authenticated via a notarized power of attorney.”); Workiva Comment Letter (“We believe that a notarized power of attorney should not be required to add an employee of another entity as an administrator. This could significantly increase the burden for the individual reporting owners. . . .”).

A commenter questioned why the requirement to present a notarized power of attorney to authorize an employee of an entity other than the filer as account administrator on Form ID is needed when authorization of additional account administrators through the dashboard does not require notarization.

The requirement to present a notarized power of attorney to authorize individuals who are not employed at the applicant or an affiliate as account administrators on Form ID provides Commission staff—who review each Form ID to determine whether access should be granted—a means of confirming that these individuals are indeed authorized on behalf of the applicant. The requirement lessens the risk that unauthorized persons will attempt to establish or access an account by submitting a false or misleading Form ID. We did not include a notarization requirement for account administrators added through the dashboard, because once Commission staff grant access to EDGAR, filers are responsible, through their account administrators, for the security of the

filer's EDGAR account and the accuracy of the filer's information on EDGAR. Filers can take the additional steps they determine are necessary to comply with the Rule 10 and EDGAR Filer Manual requirements to secure their accounts.

See

Workiva Comment Letter (“In addition, since the power of attorney is only needed initially, and once an administrator is added to the EDGAR Dashboard additional administrators can be added without a new power of attorney; it seems inconsistent and somewhat arbitrary that there is a higher threshold for the first one.”).

We also received several comments regarding the authorization of account administrators in situations unique to specific types of filers. One commenter recommended that account administrators associated with ABS issuing entities that make ABSCOMP submissions should automatically be copied to any serial companies created as a result of that submission, and another commenter suggested that all account information associated with the ABS issuing entity should be automatically copied over to the newly created serial companies.

Up to 100 serial companies can be created via a single ABSCOMP submission, and we recognize that it would be time consuming to require identical addresses, account administrators, and other information to be manually inputted for each serial company. Consequently, the ABSCOMP process will be available in the dashboard, and new serial companies requested to be created via that process will automatically inherit all dashboard information (

e.g.,

contact information, account administrators, users, technical administrators, and delegations) associated with the ABS issuing entity that made the ABSCOMP submission. Changes to the inherited information could be made after creation of the new serial companies. For example, individuals could be added or removed on the dashboard by the serial company's account administrators, while filer information such as name, address, and State of incorporation could be updated via Company Update submissions (“COUPDATs”), consistent with current practice.

See

DFIN Comment Letter (“[T]he Account Administrator and information from the ABS Issuer's Account Administrator should be copied to the new serial account, after which, any changes can be made.”); Cadwalader, Wickersham & Taft LLP Comment Letter (November 21, 2023) (“Cadwalader Comment Letter”) (“For [commercial mortgage-backed securities] issuers, allowing automatic inheritance by the individual serial trusts of all information from the depositor would be the most efficient approach.”).

Another commenter indicated that making the ABSCOMP process available in the dashboard would be sufficient for ABS entities to manage the creation of new EDGAR accounts and suggested that similar functionality should be provided for other issuers that have a structure with multiple related parties, such as co-registrants and beneficial ownership reporting filers, to allow them to more easily manage EDGAR accounts.

We have determined not to extend the above-described ABSCOMP process to include other entities such as investment companies and co-registrants, because ABSCOMP is unique in allowing rapid creation of multiple serial companies via a single transaction, predicated in part upon the serial companies all being largely identical (

e.g.,

contact information, account administrators, etc.). In contrast, although beneficial ownership reporting filers and co-registrants may be related parties, each of these filers typically possesses separate filer-specific information such as name, address, and contact information. Furthermore, these filers could have separate reporting obligations (for example, beneficial ownership reporting filers in the context of different issuers, and co-registrants in the context of different securities offerings). Thus, in the EDGAR Next framework, each of these filers presumably would want to authorize her own account administrators, and it would be inappropriate to automatically assign all such filers the same account administrators. In addition, the optional APIs being added to EDGAR Next should serve to mitigate any additional burdens for these filers by allowing the filers to rapidly add account administrators and make other changes as necessary, as discussed further in section II.E below.

See

Toppan Merrill Comment Letter (“The proposed functionality for an ABS account administrator to access the dashboard for serial companies could be utilized for other issuers who have a related structure with multiple entities . . . [i]ncluding . . . corporate issuers with co-registrants [and] beneficial ownership reporting filers (

e.g.,

144, SC 13D, SC 13G, and section 16 filers), and ABS issuers . . . . If the existing option to create a serial company by the `ABSCOMP' process is available in EDGAR Next functionality that will be sufficient for ABS entities to manage creating new CIKs.”).

The Proposing Release also requested comment on whether elimination of the ability of ABS issuers to create new ABS serial companies “on the fly” when filing a 424H submission would cause any problems, given that the EDGAR Next framework would continue to allow ABS issuers to request creation of serial companies via ABSCOMP submissions. We received no comments on this issue. EDGAR data indicates that ABS issuers have not used the “on the fly” process for several years, and accordingly EDGAR will be updated to remove the ability of ABS issuers to create new serial companies “on the fly.”

b. Number of Account Administrators

As contemplated in the proposal, paragraph (d)(2) of Rule 10 as adopted requires filers who are individuals or single-member companies to authorize and maintain at least one account administrator; all other filers will be required to authorize and maintain at least two account administrators. The maximum number of account administrators on the dashboard is 20. Although individuals and single-member companies are only required to authorize and maintain at least one account administrator, we encourage them to authorize additional account administrators in the event the sole account administrator becomes unavailable to manage the account.

Commenters generally supported the proposed requirement to maintain a minimum of two account administrators,

although various commenters recommended technical changes or additional clarification. One commenter sought clarification regarding whether, for single-member companies and individuals, the required account administrator must be the single member or individual herself.

Paragraph (d)(2) of Rule 10 does not require this. Filers will have the flexibility to authorize individuals at their filing agents or other third parties as account administrators, so long as they provide notarized powers of attorney authorizing those individuals. Another commenter requested that an additional warning be provided when the “single-member company” selection is made to alert the filer that she would be unable to manage her EDGAR account if the single account administrator is not available.

A warning notice will be added to the online version of Form ID as requested if the “single-member company” selection is made. Separately, although single-member companies will only be required to have a single account administrator, we encourage filers to authorize additional account administrators on the dashboard as

necessary (up to a maximum of 20) to ensure that an account administrator is always available to take necessary actions.

See, e.g.,

Toppan Merrill Comment Letter (“Yes, we believe requiring two account administrators is appropriate.”); Workiva Comment Letter (“We believe at least two account administrators for filing entities (other than single-member companies) is appropriate.”).

See

Workiva Comment Letter (“For individuals and single-member companies, please clarify if the one minimum administrator must be the individual himself or herself.”).

See

Toppan Merrill Comment Letter (“We suggest that additional warnings are provided when the `single-member companies' selection is made. The warning should alert that access to the filer management website will be lost if the single administrator is no longer available, which may lead to loss of ability to file on EDGAR”).

Requiring most filers to authorize at least two account administrators will increase the ability of filers to manage their EDGAR accounts without interruption. Thus, if an account administrator unexpectedly resigns or otherwise ceases to be available to manage the filer's account, the remaining account administrators will continue to manage the account and will be able to authorize additional account administrators. If the account administrator who seeks to resign is one of the required two account administrators for an entity filer, then that account administrator could not be removed from the filer's EDGAR account unless the filer first added another account administrator through the dashboard to meet the required minimum of two account administrators. For example, if there are two account administrators for the account and one unexpectedly becomes unavailable, the remaining account administrator could add another account administrator to the account and then remove the unavailable individual. For individual and single-member company filers, at least one account administrator will always be required because those filers typically consist of only one individual. A dashboard limit of 20 account administrators should be sufficient to allow for management of large accounts, while avoiding the confusion that a larger number of account administrators might cause.

We encourage filers to authorize more than the minimum number of account administrators, if possible, because if all account administrators for a filer cease to be available to manage the filer's account, the filer will be required to submit a new Form ID to authorize new account administrators.

In this case, the filer would select the option on Form ID indicating that it had lost electronic access to its existing CIK account. This option also encompasses other scenarios, such as when a filer loses access due to failure to satisfy required annual confirmation requirements.

See infra

note 90.

c. Account Administrator Authorization and Removal of Users, Technical Administrators, and Other Account Administrators

An account administrator will be able to add or remove an individual as a user, account administrator, or technical administrator for an EDGAR account through the dashboard, as discussed in the Proposing Release. An account administrator will “add” the individual on the dashboard and EDGAR will send an invitation to the individual by email and through the dashboard (if the individual has a role for any filer on EDGAR) indicating that the account administrator for the filer sought to add her to the filer's account in a particular role or roles. The individual must accept the invitation, either through the email or on the dashboard, to accept the new role(s) and become authorized in those role(s) for the filer. The same process of invitation both through email and the dashboard applies to all invitations, and the individual receiving the invitation may accept via the email or the dashboard invitation.

Commenters expressed general support for notifying filers when an account administrator removes or adds another account administrator.

Some commenters, however, expressed the view that while filer notification would be appropriate, filer consent is not necessary and should not be required.

In response to this point, EDGAR will be enhanced to provide notifications to all relevant account administrators through the dashboard and by email when individuals are added or removed from an account, or the roles for those individuals are changed. The discussion of this matter in the Proposing Release did not indicate that filers would need to consent to these changes, and EDGAR will not require such consent for the changes to be effective. These notifications will allow account administrators to monitor relevant activity while minimizing the delay that might result from approval of each individual action.

See, e.g.,

XBRL II Comment Letter (“As well as requiring a minimum of two administrators . . . we do think notification is appropriate. Alerting other administrators when an administrator is added or leaves will improve the ability for the network to react to administrator changes.”); DFIN Comment letter (“We also think that a filer should be notified when additional account administrators are added or removed.”).

See

XBRL II Comment Letter (“Addition without consent should be allowed, to manage emergencies that may arise. . . We understand that there is still a potential risk with rogue actors at firms, but firms are managing the risk of rogue actor employees today and should be left to manage that problem in regard to EDGAR Next.”); Workiva Comment Letter (“We believe the filer's consent is not necessary as long as the filer has an administrator that will be notified and can take additional action if needed.”).

d. Annual Confirmation

Paragraph (d)(4) of Rule 10 as proposed and adopted requires each filer to perform an annual confirmation on EDGAR that all the filer's users, account administrators, technical administrators, and delegated entities are authorized by the filer to act on its behalf, and that all information related to the filer reflected on the filer's dashboard is accurate. Account administrators will act for the filer to carry out this function. Annual confirmation will assist the filer in tracking those authorized to file on EDGAR and will provide an opportunity for account administrators to confirm the accuracy of those individuals and delegated entities associated with the filer and to remove those no longer authorized. In a change from what was contemplated in the Proposing Release, in response to commenter concerns, we are extending the grace period before account deactivation for filers that fail to timely perform annual confirmation from two weeks (as discussed in the Proposing Release) to three months following the annual confirmation deadline. During the three-month grace period, filers will be able to continue to make submissions and take actions on EDGAR as usual, while account administrators will receive notices reminding them to complete annual confirmation by the end of the grace period, as discussed in more detail below.

To provide flexibility to filers, EDGAR will allow account administrators to select one of four quarterly dates as the filer's ongoing confirmation deadline: March 31, June 30, September 30, and December 31 (or the next business day if the date falls upon a weekend or holiday when EDGAR is not operating). An account administrator need not wait until the deadline to confirm. An account administrator may choose to perform confirmation at an earlier date within the quarter when confirmation is due. Further, an account administrator will be able to perform confirmation on any date in a quarter earlier than the quarter of the current deadline, thereby changing the quarter when confirmation is due going forward. Confirmation in an earlier quarter will result in a confirmation deadline one year after the end of the quarter in which the early confirmation occurred. For example, if a December 31 confirmation deadline were selected by the account administrator for the initial annual confirmation, but the account administrator submitted the confirmation for the following year in August, the filer's annual confirmation deadline for the next year would be September 30 (or the next business day, if the date fell upon a weekend or holiday when EDGAR was not operating).

Commenters generally expressed support for account administrator performance of annual confirmation as contemplated in the Proposing

Release.

One commenter asserted that annual confirmations would be overly burdensome, while two other commenters recommended that confirmations be performed more frequently than annually, such as quarterly or every six months.

We believe that annual confirmation strikes the appropriate balance of periodically ensuring the accuracy of filers' information in EDGAR, without unduly burdening filers and account administrators. To facilitate the confirmation process and remind account administrators about confirmation deadlines, as discussed in the Proposing Release, EDGAR will provide periodic notices to account administrators both by email and on the dashboard regarding each upcoming confirmation deadline, a notice of completion of confirmation, and numerous notices of failure to timely confirm prior to deactivation of the account. Specifically, prior to the confirmation deadline, EDGAR will send notices six weeks, three weeks and each of the five business days leading up to the confirmation deadline.If filers fail to perform annual confirmation on or before the confirmation deadline, EDGAR will send reminders to all account administrators for the filer each business day after the confirmation deadline until expiration of the three-month grace period. EDGAR will also offer an optional API to allow filers to programmatically check filing credentials and upcoming confirmation deadlines.

See, e.g.,

DFIN Comment Letter (“The proposed annual confirmation requirement is sufficient”); Cadwalader Comment Letter (for annual confirmation for serial trusts, “We believe that such an approach is both appropriate and efficient.”); Toppan Merrill Comment Letter (asserting that the annual confirmation requirement would create additional burden for filers but expressing agreement with the requirement as proposed.).

Compare

Block Transfer Comment Letter (“. . . the benefits of the security measure proposed . . . would outweigh the significant burden it would impose on filers' internal controls.”)

with

Comment Letter of Uchi (September 13, 2023) (requesting a “3 or 6 month renewal check for the company to ensure all administrative accounts assigned to the company are still valid as employees incase [sic] of termination while maintaining administrative access to said company filing permissions.”); Comment Letter of Alexander (September 15, 2023) (same).

Several commenters suggested that the Commission allow bulk annual confirmations to be performed for related EDGAR accounts, such as accounts that share the same administrators, users, delegations, and corporate and contact information.

As discussed above, related EDGAR accounts (such as co-registrant) may often have different dashboard information, which suggests that bulk confirmation is not appropriate given the need to separately review and confirm the accuracy of dashboard information for each filer.

We are further concerned that account administrators might inadvertently perform a bulk confirmation of hundreds of filers without carefully reviewing each filer's information. To ensure the accuracy of the filer's information on EDGAR, a filer must, through its account administrator, carefully inspect the information on the filer's dashboard. As a result, bulk confirmation will not be permitted. Filers may achieve efficiencies in the confirmation process by leveraging optional APIs that will allow them to rapidly add and remove individuals, change authorized roles, and perform delegations to ensure the accuracy of information on the dashboard prior to performing confirmation. For example, in preparation for confirmation, a filer could view all individuals authorized to act on behalf of the filer through an API being made available for that purpose. If updates to the roles or authorization of individuals were needed, the filer could add and remove individuals and change individuals' roles through APIs being made available for those purposes.

See

Cadwalader Comment Letter (“On an operational level, we do not expect individual serial trusts to have account administrators, technical administrators, users or delegated entities that are not also performing the same functions for the depositor, although the depositor may have certain additional account administrators, technical administrators, users or delegated entities who are not assigned to all of the related serial trusts. Therefore, depositor-level confirmation of its authorized parties would also encompass all individuals assigned roles with respect to each individual serial trust.”); Toppan Merrill Comment Letter (responding to a request for comment regarding whether bulk confirmations should be permitted by stating “Yes, affiliated filers with the same administrators, users, delegations, and corporate and contact information should be allowed similar functionality[.]”).

See supra

text following note 52.

As noted above, the Proposing Release contemplated a two-week grace period for filers that failed to perform annual confirmation. Some commenters stated that the annual confirmation requirement would impose a significant additional burden on filers and recommended that filers should initially be suspended before they are deactivated, while others requested an extension of the grace period before deactivating the filer's access.

After considering these comments, we will expand from two weeks to three months the grace period following a missed confirmation deadline, during which the filer will be able to continue to make submissions and take actions on the filer's account as usual and the filer's account administrators will receive a final series of notices reminding them to complete annual confirmation. If no account administrator performs the annual confirmation by the end of the three-month grace period, EDGAR will deactivate the filer's access and the filer will be required to submit a new Form ID application to request access to file on its account.

If Commission staff grant the Form ID, the filer will continue to have the same account number/CIK previously assigned and its filing history will be maintained. The filer's account administrators listed on Form ID, however, will need to invite through the dashboard, as if to a new account, additional account administrators, and any technical administrators and users, and delegate authority to file, if relevant. Although the need to reapply for access and in particular the need to invite account administrators, users, and technical administrators anew will impose an additional burden on filers, failure to perform an annual confirmation, particularly after receipt of multiple notices, could signal that the filer is no longer managing or controlling the account. Removing individuals from the filer's account upon deactivation safeguards information regarding individuals whose information is listed on the filer's dashboard. For example, if someone other than the original filer's account administrators submitted a Form ID application for access to the account, and the original account administrators did not respond to Commission staff inquiries regarding the Form ID, the process outlined above will prevent the new account holder from accessing the names, addresses, and contact information of the individuals formerly associated with the account. Collectively, this framework will provide filers that inadvertently

miss their annual confirmation deadlines an additional three months within which to perform their confirmation, during which time they will receive multiple notices, while maintaining good account hygiene by inactivating defunct accounts and safeguarding information regarding individuals listed in the dashboard of defunct filers.

See, e.g.,

Workiva Comment Letter (“We strongly recommend temporary suspension over account deactivation. . . . Failure to confirm annually may signal a problem occurred in the notification process rather than the filer being no longer in control of the account. . . . Deactivation should only occur after six months of suspension.”); XBRL II Comment Letter (“The annual confirmation requirement will create a significant additional burden for filers that use a filing agent's SEC credentials, in particular for those filers who make sporadic submissions such as Section 16 filers. . . . We encourage the Commission to consider imposing a temporary 2-week suspension if the confirmation requirement is not met before deactivating a nd removing information from an existing account.”).

In this case, the filer would select the option on Form ID indicating that it had lost electronic access to its existing CIK account. This option would also encompass other scenarios, such as when all the filer's account administrators cease to be available to manage the filer's account.

See supra

note 82.

e. User Groups

Largely as contemplated in the Proposing Release, the dashboard will provide functionality to allow an account administrator to group subsets of the filer's users into user groups. The user group function will assist delegated entities to authorize certain of their users to make submissions on behalf of specific filers, as explained below. By employing user groups, the delegated administrator can add or remove the ability to make submissions for a certain filer to all users in the group at once and can give specific groups of users the ability to make submissions for certain filers, leading to efficiencies of time in managing users.

One commenter stated that EDGAR should allow multiple users to be added to a user group simultaneously to ensure that user groups can be built quickly and efficiently.

As requested by the commenter, the dashboard will be updated to permit filers to add multiple users to a user group simultaneously. In addition, optional APIs will be provided so that filers can view individuals in any role for a CIK, add individuals, remove individuals, and change roles for individuals; collectively, this should facilitate the ability of filers to manage user groups.

See

Toppan Merrill Comment Letter (“The system should allow for multiple users to be uploaded at the same time. This will ensure that users groups can be built quickly and efficiently.”)

One commenter stated that user group functionality would be improved by allowing wildcard searches to include first and last names.

Accordingly, the dashboard will be enhanced to enable first and last name wildcard searches of individuals.

See

Toppan Merrill Comment Letter (“User group functionality would be improved by allowing for wildcard searches to include first and last names. Currently, the search disregards any name after the space between the first and last name.”).

2. Users

Largely as contemplated in the Proposing Release, account administrators will be able to authorize individuals with individual account credentials as users to make submissions on EDGAR on behalf of the filer.

Account administrators and Commission staff will be able to determine which users made which submissions; however, this information will not be made public on EDGAR. The dashboard will allow users to generate, view, and copy user API tokens, if using optional APIs that require presentation of a user API token; view relevant notifications (which will also be provided to users by email); and view basic information about the filer's account, including the filer's name, CIK, CCC, corporate and contact information, as well as contact information for account administrators. Users will not, however, be able to add or remove individuals from the dashboard other than themselves. Users also will not be able to generate a new CCC. Separately, users will be able to make COUPDAT submissions to update filer information such as name, address, and State of incorporation, as filers currently do.

Commenters were generally supportive of the user role. See comments by Toppan Merrill, DFIN, SIFMA, and XBRL II.

As part of the login and authentication process for the EDGAR filing websites, a user will be able to select the EDGAR account number (CIK) of the entity for which submissions are being made (“login CIK”). That CIK will be reflected in the first part of the unique identifier associated with each submission (the “accession number”).

Users will be able to change their login CIK at any time to any other account for which they are authorized.

An accession number is a unique identifier assigned automatically to EDGAR submissions for tracking and reference purposes. The first 10 digits are intended to represent the CIK of the entity making the submission, which may be an entity with reporting obligations or a third party (such as a filing agent).

a. Becoming Authorized as a User

An account administrator can “add” an individual through a dashboard function that will generate an invitation to the individual to be a user for the filer's account. Prospective users will receive email invitations from EDGAR and, if the prospective user has a role for any EDGAR account, a notification of the invitation will appear on the prospective user's dashboard. The individual must accept the invitation, through either the email or dashboard invitation, to become a user. As noted, the same process of invitation and acceptance both through email and the dashboard applies to all invitations.

One commenter suggested the addition of functionality to allow filers to directly authorize their financial advisers (

i.e.,

registered representatives of broker-dealers) to act as users.

Although there are additional requirements related to the authorization of third parties as account administrators on Form ID, those requirements will not apply to users.

Account administrators will be able to authorize any individual with Login.gov credentials as a user, therefore, for example, account administrators will be able to authorize financial advisers as users to make submissions on the filer's behalf.

See

SIFMA Comment Letter (“We recommend that the SEC provide functionality that would allow retail clients to directly authorize their financial advisers (

i.e.,

registered representatives of the broker-dealer) to act as a `user' for the sole purpose of filing the Form 144s.”).

See supra

note 75 and accompanying and following text (discussing notarization requirements for individuals who are not employed at the filer or an affiliate of the filer).

b. Number of Users

There will be no minimum number of users because account administrators will be able to make submissions on behalf of the filer. We are setting the maximum number of users per filer on the dashboard at 500, as proposed.

The Proposing Release discussed a maximum of 500 users per filer, based in part on feedback received from commenters on the 2021 Request for Comment. One commenter that responded to the 2021 Request for Comment conducted a filer survey that indicated that 4% of the filers it surveyed would be interested in authorizing 20 or more users, up to a maximum of 150 users per filer.

In response to the 500-user limit contemplated in the Proposing Release, one commenter agreed that a limit of 500 users would be sufficient.

In contrast, one commenter suggested that the limit should be increased but did not provide a specific number, while another suggested that the limit should be tripled to 1500 users per filer on the grounds that doing so would “accommodate larger entities.”

We believe that a maximum of 500 users per filer on the dashboard should be sufficient to accommodate sophisticated filers making a large number of varied

filings.

100

Five hundred users is more than three times the high-end number cited in the commenter survey conducted in connection with the 2021 Request for Comment, and was deemed to be sufficient by an industry membership organization.

101

Moreover, filers will be able to more efficiently and rapidly make submissions through optional APIs, mitigating the need to have more than 500 users per filer.

102

See

Workiva Comment Letter (November 30, 2021) (“Based on the survey we conducted, about 1% of respondents indicated their plan to set up as high as 10-30 account administrators, while 4% indicated 20-150 users.”).

See

XBRL II Comment Letter (“We believe that the limit of 500 authorized users per filer is sufficient.”).

See

Toppan Merrill Comment Letter (“Additionally, EDGAR Next should allow an organization to add more than 500 authorized users, as needed.”); DFIN Comment Letter (“To accommodate larger entities, we suggest an increase to the authorized user limit from 500 to 1,500.”).

100

In the future, if it seems that there is a need for additional users to be added, the limit on the number of users may be reevaluated.

101

See supra

notes 97-98.

102

See generally

section II.E.

3. Technical Administrators

Paragraph (d)(3) of Rule 10 as adopted and largely as proposed requires filers that opt to connect to the EDGAR APIs to authorize, through their account administrators, at least two technical administrators to manage the technical aspects of a filer's connection to the APIs, unless the filer arranges to use its delegated entity's API connections and the delegated entity is in compliance with the requirement to authorize at least two technical administrators. We anticipate that the role of technical administrator could be filled by someone with a primarily administrative background because the requirements of the role are to generate and provide filer API tokens and to manage the filer's connections to APIs. We are not requiring that the technical administrator role be filled by software developers or other technically expert staff; rather, the technical administrator should have a basic understanding of API processes and be available to communicate with Commission staff and the filer's developers or other technical experts expeditiously, in addition to generating and managing the filer API tokens.

Commenters generally indicated support for adding a technical administrator role as beneficial to help manage a filer's connection to APIs.

103

One commenter suggested that it saw “material problems” with the role of technical administrator but did not enumerate what those problems were.

104

The commenter suggested Congressional consideration regarding creation of a “unified, government-wide platform that ensures robust authentication and streamlined management of API interaction for various Federal services, including EDGAR.”

105

We note that such an undertaking is outside the scope of this rulemaking.

103

See

Toppan Merrill Comment Letter (“[We] believe a technical administrator role is beneficial to help manage a filer's use of APIs.”); Workiva Comment Letter (“[W]e agree with the option to have a technical administrator role for those who wish to utilize IT support to manage API tokens . . . . .”).

104

See

Block Transfer Comment Letter (“We respectfully submit . . . an innovative approach . . . because(i) the role of technical administrator has material problems and (ii) other Federal agencies require machine-to-machine data submission from the private sector, most generally from financial services firms.”).

105

See

Block Transfer Comment Letter (“We respectfully submit . . . an innovative approach . . . [that] envisages a unified, government-wide platform that ensures robust authentication and streamlined management of API interactions for various Federal services, including EDGAR. . . . For these reasons and more, we respectfully submit . . . that a brief Congressional consideration is in order to ponder the creation of a report as to the strengths and weaknesses a unified Login.gov machine-to-machine authentication system may bestow upon on our cybersecurity interests both domestically and abroad. . . .”).

We are adopting paragraph (d)(3) of Rule 10 with a modification to permit a filer to use the API connections and filer API tokens of its delegated entity (as long as that delegated entity is in compliance with the requirement to authorize at least two technical administrators); and a filer that does so will not be required to authorize at least two technical administrators and generate a filer API token itself.

106

The relevant individual at the filer interacting with the API, however, must present a valid user API token to the API if the relevant API requires presentation of a user API token, to allow identification of the individual taking action on EDGAR. To accommodate this change and to better reflect the technical connection of filers to the optional APIs, paragraph (d)(3) of Rule 10 will refer to filers that “connect to” APIs rather than filers that “use” APIs. This option is being offered for filers who would like their account administrators and users to be able to interact with the APIs directly, but who do not wish to undertake the expense to connect to the APIs and authorize technical administrators.

107

106

See generally

section II.C.6.

107

As set forth in paragraph (d)(3) of Rule 10, filers who do not want their account administrators or users to generate user API tokens could alternatively allow their delegated entities to make submissions on their behalf through APIs, and individuals at the delegated entities would present their own user API tokens to make submissions.

a. Authority of Technical Administrators

A technical administrator will issue and deactivate filer API tokens required to connect to the optional APIs. Technical administrators will also serve as points of contact for questions from Commission staff regarding the filer's connections to the APIs and will receive relevant notifications on the dashboard and by email, such as reminders regarding upcoming expiration dates for filer API tokens.

Two commenters suggested that the technical administrator and account administrator roles could be filled by the same person.

108

As discussed in the Proposing Release, a filer will have the option of designating the same individual to serve as both its technical administrator and account administrator, but the filer may also choose to authorize different individuals to serve in these roles provided those individuals possess individual account credentials obtained in the manner specified in the EDGAR Filer Manual.

108

See

Workiva Comment Letter (“[W]e believe that the administrator and the technical administrator can be the same person and would likely be most of the time.”); XBRL II Comment Letter (“We do not understand the difference between a technical administrator and an account administrator. The addition of a technical administrator role may further complicate the process. It could be useful if this role were optional and could be combined into the account administrator if the company chose to, for example if the account administrator could generate the filer token.”).

b. Becoming a Technical Administrator

To authorize an individual as a technical administrator, an account administrator will add the individual in that role on the dashboard, triggering an invitation to the individual. The prospective technical administrator will receive the invitation by email, and, if the individual already has a role for any EDGAR account, on the dashboard. The prospective technical administrator must accept either the dashboard or the email invitation to become authorized as a technical administrator.

c. Number of Technical Administrators

Paragraph (d)(3) of Rule 10 as proposed and adopted will require filers that choose to connect to an API to authorize, through its account administrators, at least two technical administrators. In a change to what was proposed, however, paragraph (d)(3) of Rule 10 will not impose a requirement to authorize at least two technical administrators if the filer arranges to use its delegated entity's API connections and filer API tokens and the delegated entity is in compliance with the requirement to authorize at least two technical administrators. Further, while the Proposing Release indicated that filers would be able to authorize a maximum of 10 technical administrators, in response to requests from commenters, the maximum number of technical administrators will be increased to 20.

One commenter generally supported the designation of at least two technical

administrators for filers connecting to APIs.

109

Two commenters generally supported the minimum of two technical administrators for companies, but asserted that only one technical administrator should be required for individuals and single-member companies, in order to parallel the minimum number of account administrators needed for those entities.

110

One commenter stated that “requiring two technical admins presents many material legal, efficiency and operational risks,” but did not specify the anticipated risks or how many technical administrators would be sufficient to address those anticipated risks.

111

We believe that requiring a minimum of two technical administrators for filers that choose to connect to optional APIs will increase the likelihood that Commission staff can contact one of the filer's technical administrators and reduce the chance of disruption of API connections. We believe that larger filers and filing agents using APIs should have sufficient staff to authorize two technical administrators. In addition, if individuals and single-member companies choose to connect to APIs, we anticipate that they will either employ filing agents, use their delegated entities' API connections, or otherwise have available staff to comply with the paragraph (d)(3) requirement of Rule 10 to authorize at least two technical administrators.

109

See

Toppan Merrill Comment Letter (“[A] minimum of two technical administrators should be required to manage a filer's APIs. . . .”).

110

See

Workiva Comment Letter (“[I]ndividuals or single-member firms should have the option to handle everything directly without involving an additional party. The requirement of at least two technical administrators would impose the need to involve a second person purely for the purpose of using software to file.”); DFIN Comment Letter (“We think the technical administrator minimum requirements should parallel the account administrator minimum requirements.”).

111

See

Block Transfer Comment Letter.

As noted, as a departure from what was contemplated in the Proposing Release, a filer may use its delegated entity's filer API tokens and API connections if the delegated entity is in compliance with the paragraph (d)(3) requirement of Rule 10 to authorize two technical administrators. The filer must delegate authority to file through the dashboard and coordinate with the relevant delegated entity to use the delegated entity's API connections and filer API tokens, and the individual at the filer making the submission must present her own user API token to the API, if the relevant API requires presentation of a user API token. This change will obviate the need for filers to create their own API connections and authorize their own technical administrators should they want their account administrators and users to make submissions and interact with EDGAR through the optional APIs, and further responds to suggestions raised by a commenter.

112

These filers may leverage the API connections and filer API tokens of filers' delegated entities, and the individual at the filer need only supply her user API token to the API, if the relevant API requires presentation of a user API token.

113

112

See

Workiva Comment Letter (“One solution would be to allow the registrant's authorized user to use their token with the delegated filing software's filer token.”).

113

Alternatively, if filers wish to make submissions through APIs but do not wish their staff to be required to generate user API tokens, filers could arrange for their delegated entities to make submissions through APIs on their behalf. In this case, delegated entities would create the API connections, maintain at least two technical administrators, and generate filer API tokens, and the relevant delegated administrators and delegated users for these filers (at the delegated entities) would present their own user API tokens, if the APIs require presentation of a user API token. Of course, filers who wish to make submissions through APIs may also determine to create their own API connections to EDGAR, authorize at least two technical administrators, present their own filer API tokens, and have their account administrators and users generate and present their user API tokens, if the APIs require presentation of a user API token.

Because paragraph (d)(3) of Rule 10 as amended will require a filer to authorize, through its account administrators, at least two technical administrators to connect to the optional APIs, the dashboard will not allow a technical administrator to be removed from a filer's account when only two technical administrators are authorized on the account. An account administrator will first need to add another technical administrator on the dashboard.

In a change from the contemplated maximum of 10 technical administrators per filer, there will be a maximum of 20 technical administrators per filer. Several commenters suggested that this limit be increased to parallel the limit for the maximum number of account administrators.

114

Having the same maximum limit for account administrators and technical administrators will facilitate the ability of filers to authorize the same individuals in those roles.

114

See

Toppan Merrill Comment Letter (“A minimum of two technical administrators should be required to manage a filer's APIs, as proposed. We would prefer that the maximum number of technical administrators match the number of account administrators (20). This ensures that larger entities will not encounter any limitations.”); Workiva Comment Letter (“[T]he technical administrator and administrators can often be the same person. Thus, we believe the limits for administrators and technical administrators can be the same.”).

C. Delegated Entities

Largely as contemplated in the Proposing Release, a filer will be able to delegate authority to file on its behalf to any other EDGAR account, such as a filing agent, which will become a delegated entity for the filer. As discussed above, the CCC will appear on the dashboard of individuals authorized to make submissions for the filer, including delegated administrators and delegated users.

115

See supra

note 60.

1. Delegating Authority To File

A filer's account administrator may delegate authority to file to another EDGAR account through a function on the dashboard, as discussed in the Proposing Release.

116

After the account administrator selects the EDGAR account to which the filer seeks to delegate authority to file, EDGAR will send both email and dashboard invitations to the account administrators for that account. One account administrator for the prospective delegated entity must accept either the email or the dashboard invitation for the delegation to become effective. If the filer's account administrators wish to terminate the delegation, they can do so on the dashboard. Removal of delegation will not require acceptance by the delegated entity. An account administrator will be able to delegate authority to file to an unlimited number of EDGAR accounts, allowing filers to delegate to multiple filing agents, for example, should they so choose. Similarly, an EDGAR account can accept an unlimited number of delegations from filers.

116

An optional delegation API will be offered in addition to the delegation capabilities of the dashboard.

In response to commenter suggestions, the dashboard will be enhanced to: (1) provide bulk delegation functionality to allow filers to delegate to multiple EDGAR accounts more easily; (2) enable prospective delegated entities to send delegation requests to filers; and (3) allow EDGAR accounts to automatically accept delegations and become delegated entities if they choose.

Commenters generally supported the ability to delegate,

117

although various commenters raised concerns about certain situations or recommended

certain changes as discussed further herein. Multiple commenters requested that bulk delegation be permitted, so that filers could delegate to multiple EDGAR accounts simultaneously via a single invitation.

118

After considering these comments, bulk delegation functionality will be added to the dashboard to allow filers to delegate to multiple EDGAR accounts more easily. For recordkeeping and administrative purposes, delegated administrators will receive separate invitations for each delegation, but they will be able to accept multiple invitations in bulk, which should address commenters' concerns about minimizing burdens on delegated administrators who receive bulk delegations.

117

See, e.g.,

DFIN Comment Letter (“Filers should be able to delegate to anyone they want to file on their behalf.”); Toppan Merrill Comment Letter (“We agree that an account administrator should be able to delegate filing authority to any EDGAR filer.”).

118

See, e.g.,

Comment Letter of Wanda Welch (November 13, 2023) (“Welch Comment Letter”) (“We would like the ability to delegate to more than one CIK at a time and receipt of one email invite.”); XBRL II Comment Letter (“[We] recommend that a bulk delegation function be made available to assist filers that have multiple CIKs, and that this capability be allowed using a single invitation request (rather than multiple invitations for multiple CIKs.”); DFIN Comment Letter (“We think that a bulk delegation function would be beneficial for filers that have multiple CIKs. Also, the bulk delegation should produce one invitation request. The recipient would then only need to accept one invitation as opposed to several invitations.”); ICI Comment Letter (“There should be consideration for bulk delegation for a group of CIKs.”).

Multiple commenters also asked that prospective delegated entities be able to request delegation.

119

This process would enable filing agents, for example, to assist their client filers in delegating to the correct EDGAR accounts. In response to these comments, the dashboard will be enhanced to enable prospective delegated entities to send delegation requests to filers. The delegation requests will prompt filers' account administrators to send delegation invitations to the delegated entities, and filers' account administrators can determine whether they wish to send such delegation invitations. If the filers' account administrators send the delegation invitations, the delegated entities' account administrators must accept the invitations for the delegation to be effective.

119

See, e.g.,

SIFMA Comment Letter (“We recommend that the system permit filing agents . . . to affirmatively request delegated authority (on an individual or bulk basis) from a given filer or filers.”); Workiva Comment Letter (“[We] recommend adding the capability for an entity to request delegation.”); XBRL II Comment Letter (“Vendors should be able to proactively request delegation from the registrant and receive confirmation [of delegation] on the site.”).

Separately, several commenters requested that prospective delegated entities be able to automatically accept delegation invitations to lessen the burden on delegated entities' account administrators to manually accept each invitation.

120

The dashboard will be enhanced accordingly to allow prospective delegated entities to opt to automatically accept delegation invitations.

120

See

Workiva Comment Letter (“[We] also suggest adding an option to allow filing agent-type CIKs to auto-accept delegations.”); XBRL II Comment Letter (asserting that filing agents/vendors should be able to request delegation, which could “be automatically approved by the registrant.”).

One commenter was critical of the proposal's delegation of authority capabilities, warning that broad permissions granted to delegated entities to make submissions for the filer represent a significant risk regarding the accuracy and authenticity of filings.

121

We do not believe a delegated entity with permissions to make submissions for the filer will pose a significant risk because such risk is mitigated through the authorization requirements and verification. For example, delegated entities must be authorized and confirmed by a filer's account administrator on the dashboard, ensuring that only authorized and trusted entities are able to make submissions for the filer. Additionally, a delegated entity must have an EDGAR account and will be subject to the same requirements applicable to all filers. For the delegation to become effective, an account administrator of the delegated entity must accept the invitation, which means the account administrator at the delegated entity must first log into EDGAR using her individual account credentials and perform multifactor authentication.

121

See

Block Transfer Comment Letter (“There is real risk that delegates, armed with expansive filing capabilities, might submit false or misleading information, either inadvertently or maliciously.”).

Commenters also raised concerns regarding burdens potentially associated with delegating authority to make submissions to co-registrants and asked for clarity regarding how such delegations would work.

122

Commenters further urged the Commission not to require that co-registrants be added to an EDGAR account as a user, account administrator, delegated user, or delegated administrator to make submissions, so long as the individual making the submission had the correct role-based permissions for the primary registrant and had provided the correct CCCs for the co-registrants, as currently required.

123

We acknowledge that requiring separate dashboard permissions for each co-registrant to make submissions could potentially be confusing. We also recognize concerns that commenters separately raised about the need for additional optional APIs, including APIs to verify filing credentials, view filer account information, and replicate dashboard functionality that would assist filers if co-registrants were required to have dashboard permissions to make submissions.

124

EDGAR will not require role-based permissions for co-registrants at this time, and the addition of co-registrants to a filing will continue to be performed the same way it is currently performed (

i.e.,

simply by listing the CIK and CCC of each co-registrant).

122

See, e.g.,

Welch Comment Letter (“Does the Subject Company and the Co-registrants need to be delegated? ”); DFIN Comment Letter (“[F]ilers would face difficulties in delegating co-registrants. Especially when it relates to merger acquisitions that may include hundreds of co-registrants.”).

123

See, e.g.,

Workiva Comment Letter (“Only the primary registrant's set of valid credentials should be required to file for all co-registrants, and delegation or a function to designate as `co-registrant' is not necessary. Adding designation requirements significantly increases the risk for the overall filing submission.”); XBRL II Comment Letter (“We encourage the Commission to continue the existing beta implementation [for co-registrants], which only forces the Filer and User Token requirements for the primary registrant, into the final rule/implementation phase.”).

124

See infra

section II.E.

2. Separation of Authority of Filer and Delegated Entity

A filer's account administrator will not be able to access its delegated entity's dashboard or account or add or remove delegated users at the delegated entity, as discussed in the proposal. While delegated administrators and delegated users will be able to make EDGAR submissions and access the “Retrieve/Edit Data” section of the EDGAR Filing website on the filer's behalf,

125

delegated administrators and delegated users similarly will not be able to access the filer's dashboard

126

take dashboard actions on behalf of the filer.

125

The “Retrieve/Edit Data” section of the EDGAR Filing website currently allows filers to perform certain administrative actions. Among other things, filers may view/edit their account information (such as the filer's name, contact information, and corporate information like State of incorporation and fiscal year-end), view the filer's current account balances and request the return of unused funds, and change the filer's password or CCC. As part of the transition to EDGAR Next, some of this functionality will be shifted to the dashboard, such as the filer's EDGAR POC.

See infra

note [125] and accompanying text.

126

As discussed further below in section II.C, the dashboard will generally be used to manage a filer's EDGAR account, including management of individuals authorized to act as account administrators, users, and technical administrators; management of entities authorized to act as delegated entities; and management of filer and user API tokens. Delegated entities will not need to access the filer's dashboard in order to make filings on the filer's behalf, since filings will be made directly on the EDGAR filing websites or through the optional APIs, as opposed to through the filer's dashboard.

Separately, as one commenter requested, the dashboard will be modified to allow delegated administrators and delegated users to make both COUPDAT and series and class update (“SCUPDAT”) submissions. The Proposing Release contemplated that delegated administrators and delegated users would be able to submit SCUPDAT submissions on the filer's behalf to update series and class information (such as a new share class) but would not be able to make COUPDAT submissions to update the filer's company information (such as a new business address). One commenter asserted that delegated administrators and delegated users should be able to submit both COUPDATs and SCUPDATs on behalf of the filer.

127

Because allowing delegated administrators and delegated users to make both COUPDAT and SCUPDAT submissions provides consistency and reduces burdens associated with these updates, to the extent that such updates could then be delegated by the filer, this capability will be implemented in EDGAR. The filer's account administrators would receive notice of COUPDAT and SCUPDAT submissions on the dashboard and could take appropriate action should any unauthorized activity occur.

127

See

DFIN Comment Letter (“Delegated administrators and delegated users should have the ability to submit COUPDAT (company update submissions) and SCUPDAT (series & class updates).”).

Delegated entities will not be able to further delegate authority to file to other entities on behalf of filers that delegate authority to them.

128

For example, Filer A could delegate authority to file on its behalf to Filer B. Separately, Filer B could delegate authority to file on its behalf to Filer C. In this scenario, however, Filer B could not delegate to Filer C the authority to file on behalf of Filer A, and Filer C could not file on behalf of Filer A.

3. Delegated Entities

Because a delegated entity must have an EDGAR account, it must comply with the same requirements applicable to all filers. A delegated entity will therefore maintain its own EDGAR account with its own account administrators, users, and technical administrators. A delegated entity can be any EDGAR account, including but not limited to filing agents,

129

issuers making submissions on behalf of individuals filing pursuant to section 16 of the Exchange Act,a nd parent companies of large groups of related filers. On the dashboard, a delegated entity will be able to receive delegated authority to file for an unlimited number of filers.

129

We are adopting amendments to Rule 11 of Regulation S-T to define a “filing agent” as any person or entity engaged in the business of making submissions on EDGAR on behalf of filers. This definition includes law firms, financial services companies, broker dealers when making submissions on behalf of individuals filing pursuant to section 16 of the Exchange Act, and other entities engaged in the business of submitting EDGAR filings on behalf of their clients. See the discussion of amendments to Rule 11 in section II.F.2.

Several commenters provided comments on delegation specifically related to individuals with filing obligations pursuant to section 16 of the Exchange Act. Commenters indicated that the delegation framework contemplated by the Proposing Release would help section 16 filers comply with their filing obligations.

130

Individuals with section 16 filing obligations will be able to delegate authority to make submissions to filing agents or any other representative with an EDGAR account on the dashboard. This process will allow those individuals to obtain assistance with their filings, while permitting each filing to be associated with a specific individual at the delegated entity. One commenter asserted that section 16 filers would face compliance burdens, however, that would not be adequately addressed by the proposal.

131

The commenter stated that section 16 filers can sit on the boards of multiple companies and concluded that section 16 filers need an easier method to delegate permissions. As discussed above and as separately requested by commenters, the dashboard will include bulk delegation functionality, which should assist filers with multiple filing agents or other representatives with EDGAR accounts, including section 16 filers delegating authority to make submissions to related issuers.

132

The staff will provide detailed information about bulk delegation and other account management topics to section 16 filers to prevent confusion. Moreover, section 16 filers may choose to execute notarized powers of attorney to authorize relevant individuals at their filing agents, related issuers, or other representative entities as account administrators, thereby avoiding the need to obtain individual account credentials, log into the dashboard, make filings or delegate authority on the dashboard.

130

See

XBRL II Comment Letter (“Yes, the ability to delegate authority would help infrequent filers such as Section 16 filers.”); Workiva Comment Letter (responding to the Commission's request for comment regarding section 16 filers by stating: “We believe the proposed framework is adequate to support filing responsibilities.”).

131

See

XBRL II Comment Letter (“[W]e do not believe the rule proposal adequately addresses the needs of Section 16 filers and single individual filers [who] will perform their own code management. For these filers, the rule does not specifically address how they can manage this. Many sit on boards of multiple companies, some as many as 20, and will need to set up or designate each individual as an account administrator. The Commission needs to address how there can be an easier method to delegate permission for someone to file on their behalf.”).

132

See supra

note 107 and accompanying and following text;