For many companies, the transition to EDGAR Next required a significant effort to enroll filer accounts, establish account administrators and delegate filing authority. But enrollment was only the first step.
Now, filers are entering the next phase of EDGAR Next compliance: the annual confirmation requirement. While many public companies are focused on their corporate EDGAR accounts, a potentially overlooked detail is that the requirement applies to all EDGAR filer accounts, including the individual CIKs used by Section 16 officers and directors.
That means directors, executive officers and other Section 16 filers may have annual confirmation obligations tied to their individual EDGAR accounts, not just the issuer's account.
What is the EDGAR Next Annual Confirmation?
The SEC requires filers to annually confirm two things through the EDGAR Filer Management dashboard:
- The users, account administrators, technical administrators, and delegated entities associated with the account remain authorized to act on the filer's behalf.
- The information reflected on the filer's dashboard is accurate.
The SEC notes that this process is intended to enhance the security of EDGAR accounts by ensuring that access rights and filer information are reviewed on a regular basis.
Any one of a filer's account administrators can complete the confirmation on behalf of that filer.
The Forgotten Piece: Individual Section 16 CIKs
When companies prepared for EDGAR Next, many corporate secretaries, legal departments, and filing agents handled enrollment not only for the company's issuer CIK, but also for the individual CIKs associated with directors and executive officers. Those individual accounts are often used to file Forms 3, 4, and 5 under Section 16.
As a result, many insiders may not realize that they have their own EDGAR Next account with its own ongoing governance requirements.
This creates a potential compliance blind spot. A director may know that the company successfully enrolled in EDGAR Next and assume everything is being handled centrally. However, the annual confirmation requirement applies to the individual's filer account as well as the company's corporate account.
Annual Confirmation is Account-Specific
One nuance that is easy to miss is that annual confirmation deadlines are tied to individual filer accounts.
According to the SEC, each filer selects an annual confirmation cycle tied to a quarter-end deadline of March 31, June 30, September 30, or December 31. The due date is displayed directly on the filer's EDGAR dashboard. The SEC also sends reminder emails and dashboard notifications to account administrators beginning six weeks before the confirmation deadline.
For Section 16 insiders, this means it is important to understand who is serving as the account administrator for their individual CIK and whether that party is actively monitoring and completing annual confirmations. This review is particularly relevant for directors and officers whose company affiliations have changed during the past 12 months, since board appointments, departures, or employment changes may affect the individuals and entities authorized to act on their behalf through EDGAR.
DFIN’s Recommendation
If you are a Section 16 filer, reach out to the corporate secretary or securities compliance contact at the company with which you are affiliated and confirm:
- Whether annual confirmations are being handled for your individual CIK
- Who serves as the account administrator for your account
- Whether your account has an upcoming confirmation deadline
- Whether any action is required from you personally
A brief conversation can help ensure that responsibilities are clearly assigned and that no filer account falls through the cracks.
What Happens if a Confirmation is Missed?
The SEC provides a three-month grace period after a confirmation deadline is missed. During that period, filers retain access to EDGAR and can continue making submissions while receiving reminder notifications.
However, if the annual confirmation is still not completed by the end of the grace period, the account will be deactivated, and the filer must reapply for EDGAR access by submitting a Form ID. While the filer retains the same CIK and filing history after approval, previously authorized individuals and delegations may need to be re-established.
For Section 16 filers who may need to file time-sensitive Forms 4, avoiding account disruptions is critical.
Don't Let Annual Confirmation Become an Afterthought
EDGAR Next was designed to strengthen the security and governance of EDGAR accounts, and annual confirmation is a key part of that framework. The requirement is not limited to issuer accounts. It extends to the individual EDGAR accounts used by Section 16 officers and directors as well.
For most insiders, the practical next step is simple: check with your corporate secretary's office. Many companies are already managing annual confirmations on behalf of their officers and directors but verifying that process now can help avoid unnecessary compliance risks later.
As annual confirmation deadlines begin approaching, ensuring that both corporate and individual CIKs are covered should be an important part of every company's EDGAR Next governance strategy.
