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Workiva and the SEC's updates to electronic filings

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  • Edited

Hello filers!

You might have seen this press release drop last week as the SEC passed this final ruling (summary here) regarding amendments to electronic filings. These changes included several items, with the key players being:

  • Foreign filers will need to file their “glossy” annual report in a 6-K filing. Non-English documents will need to be submitted in PDF format and not on paper
  • 10-K filers will also have to submit their “glossy” via EDGAR instead of submitting it in paper form to the SEC
  • Form 144 filers will be required to submit their filings electronically instead of on paper or email. It also appears that it will be switching from HTML to “structured, machine-readable custom XML format”
  • 11-K will need to be iXBRL tagged

The first three rules go into effect six months from July 11, 2022, (the effective date) while the 11-K tagging requirement is still 3 years out (July 2025). We encourage all filers​ ​to confirm with their legal ​counsel on their filing requirements for these forms given the effective date.

As always, we're here to help and our experts are standing by so let us know what questions you have. Thanks, and happy filings!

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Comments

10 comments

Date Votes
  • Michelle Salazar

    Hi we have some questions about this amendment. In 10-K filings, we understood that the "glossy" annual report will be filed as a PDF attachment to it. But what will be its setup? If we set it as an exhibit, what will be its description?

    Lastly, is it okay to file the 10-K without the "glossy" annual report then just file an amendment in the form of 10-K/A later? (Our "glossy" annual report is still not done at the time of our 10-K filing)

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  • Mike

    Hi Michelle!

    Thanks for your question. Happy to help answer.

    As of yet there is no guidance from the SEC until the Edgar Filer Manual is updated to reflect this rule change. Sadly it is impossible to know exactly how they will implement the "glossy" requirement. It is possible that the SEC could add a new form type, re-purpose an existing type (such as ARS), or add an exhibit type to existing form types that would allow an non-EDGARized PDF to be filed as an official document. Once the EFM is updated too, I expect we'd have better clarity into  your second question regarding the process for filing the 10-K without a "glossy" report.

    As soon as more info does become available, we'll be sure to keep you updated. Sorry I couldn't be of more help there. Do let me know if you have any follow-ups or need anything else. Thanks much and have a great day!

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  • Jamie

    Any updates on this? I am also curious about how to file the 10-K "glossy" report.

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  • Mike

    Hi Jamie!

    In this case, no news is good news...sorta.

    There is no final technical details on the "glossy" implementation as of yet. It will be PDF based, and our best guess from the final rule and some of the filing impact numbers is that the SEC will use Form ARS, but there might also be a new exhibit type added that allows a PDF to be included as an official copy. If it is implemented as Form ARS, Workiva does support that form type as well and if they add a new exhibit type to existing form types we'll be able to add that support should it be announced. We would expect those types of changes in the EDGAR 22.4 release in mid-late December and as we march closer to end of this month, we should start to know more.

    Hopefully that helps some. We'll keep our ears peeled in the meantime, but do let us know what questions you have.

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  • Jamie

    Thanks for the update and keep us posted! I had the same concern that we typically don't have the glossy version complete by the time we file the 10-K so I was concerned if we need to push up that timing for this year. Hopefully they clarify for us soon.

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  • Larry Slivon

    Thanks for the update Mike!

    Yes, please keep us posted.  We have the same concerns as Jamie as we are currently drafting the calendar for year-end reporting.

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  • Mike

    We just saw the following update from the EDGAR Business Office.

    In Release 33-11070, the Commission adopted amendments to its rules governing the
electronic filing and submission of documents to require filers beginning January 11,
2023 to electronically submit their "glossy" annual reports to shareholder. Filers will
have the option to submit the "glossy" in Form ARS as a primary filing in PDF or in
the Form ARS and Form 6-K as exhibit type EX-99 in PDF as an official filing
format.
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  • Kristin Kalbach

    Will there be detailed instructions on how to file Form ARS (or do they exist already)?  We've never used this form, so any guidance would be appreciated.  I would like to do a trial run with last year's annual report pdf to make sure there are no surprises when we file our 2022 annual report in March.  Thanks!!

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  • Mike

    Welcome to the community, Kristin! Great question. I did ask around and got some tips for you.

    The ​ARS form type has existed ​for a long time and filing it is no different than most filings.​ However, after the released of EDGAR 22.4 (expected Dec. 19) the key differences will be that you can then file form ARS as a PDF as-is (without EDGARization) as ​the primary document for type AR​S,​ or include it as an exhibit (EX-99).
     
    ​We anticipate m​ost filers will simply file the "glossy" by ​as the the primary document with no other exhibits​. However, if you​​​ want to file a cover page, ​so to speak, ​you'd EDGARize an ARS as normal with the "glossy" ​provided in PDF format as EX-99​. T​he ​EX-99 PDF option is also allowed for 6-K filers​.​
     
    Also note that PDFs uploaded must conform to the EDGAR file name rules (less than 32 characters and no spaces), so they will need to be named correctly before uploading into a filing​. Examples that are legally satisfactory would be​ glossy.pdf or annual_report.
     
    ​Lastly, EDGAR has strict rules about the types content allowed in PDFs, so if ​you do get a suspended filing due to PDF content​, we recommend​ ​to print the PDF to a new PDF version and try that​ new PDF,​ or contact Workiva support for help.
     
    I'll connect with our team here to see if we can provide these tips and any other guidance ahead of these changes. I'll be sure to keep you updated on that status as well.
     
    Thanks, and do let me know what questions you have. Happy Friday!
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  • Kenneth Ho

    Thanks Mike.  

    I am still a bit confused of the glossy filing requirement.  We typically file the 10K in February and produce a glossy or 10-K wrap in March.  Do we now need to file the glossy or 10-K with the SEC again after the official 10K in March?  

    Have a nice weekend.  

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