Federal Register / Vol. 87, No. 112 / Friday, June 10, 2022 / Rules and Regulations 35393 

Issued in Washington, DC, on June 3, 2022. 

Scott M. Rosenbloom, 

Manager, Airspace Rules and Regulations. 

[FR Doc. 2022–12301 Filed 6–9–22; 8:45 am] 

BILLING CODE 4910–13–C 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 230, 232, 239, 240 and 

249 

[Release Nos. 33–11070; 34–95025; File 

Nos. S7–16–21 and S7–24–20] 

RINs 3235–AM15 and 3235–AM78 

Updating EDGAR Filing Requirements 

and Form 144 Filings 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: We are adopting rule and 

form amendments that mandate the 

electronic filing or submission of 

documents that are currently permitted 

electronic submissions, including the 

‘‘glossy’’ annual report to security 

holders, notices of exempt solicitations 

and exempt preliminary roll-up 

communications, notices of sales of 

securities of certain issuers, filings of 

required reports by foreign private 

issuers and filings made by multilateral 

development banks on our Electronic 

Data Gathering, Analysis, and Retrieval 

(‘‘EDGAR’’) system. We are also 

adopting rules that will mandate the 

electronic submission of the ‘‘glossy’’ 

annual report to security holders, the 

electronic filing of the certification 

made pursuant to the Exchange Act and 

its rules that a security has been 

approved by an exchange for listing and 

registration, the use of Inline eXtensible 


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35394 Federal Register / Vol. 87, No. 112 / Friday, June 10, 2022 / Rules and Regulations 

1 15 U.S.C. 77a et seq. 

2 15 U.S.C. 78a et seq. 

3EDGAR filings are also available through some 

third-party information providers that obtain filings 

from EDGAR and disseminate them through their 

own websites. 

4 In this regard, the Commission’s public 

reference room is currently closed in recognition of 

the health and safety concerns related to COVID– 

19. See infra note 14. 

5See Rulemaking for EDGAR System, Release No. 

33–6977 (Feb. 23, 1993) [58 FR 14628]. 

6As one example, the Commission recognized 

that, at that time, certain documents, due to the 

graphical content or the format of data contained in 

the document, and the limitations of information 

technology, could be difficult to convert into an 

electronic format. 

7See Mandated EDGAR Filing for Foreign Issuers, 

Release No. 33–8099 (May 14, 2002) [67 FR 36678]. 

8See Mandated Electronic Filing and website 

Posting for Forms 3, 4 and 5, Release No. 33–8230 

(May 7, 2003) [68 FR 25788]. 

9 17 CFR 249.103; 17 CFR 249.104; 17 CFR 

232.105. 

10See Updating EDGAR Filing Requirements 

Release No. 33–11005 (Nov. 4, 2021) [86 FR 66231] 

(‘‘Updating EDGAR Proposing Release’’). 

Business Reporting Language (‘‘Inline 

XBRL’’) for the filing of the financial 

statements and accompanying notes to 

the financial statements required in the 

annual reports of employee stock 

purchase, savings and similar plans, and 

that will allow for the electronic 

submission of certain foreign language 

documents. 

DATES: 

Effective dates: The final rules are 

effective July 11, 2022. 

Compliance dates: See Section II.F. 

for further information on transitioning 

to the final rules. 

FOR FURTHER INFORMATION CONTACT: For 

questions concerning electronic filing 

requirements, please contact the Office 

of Rulemaking in the Division of 

Corporation Finance at (202) 551–3430. 

For technical questions concerning 

Inline XBRL, please contact the Office of 

Structured Disclosure in the Division of 

Economic and Risk Analysis at (202) 

551–5494. 

SUPPLEMENTARY INFORMATION: We are 

adopting amendments to: 

Commission reference CFR citation 

(17 CFR) 

Regulation S–T: §§ 232.11 through 

232.903: 

Rule 101 .................. § 232.101 

Rule 306 .................. § 232.306 

Rule 311 .................. § 232.311 

Rule 405 .................. § 232.405 

Securities Act of 1933 1

(‘‘Securities Act’’): 

Rule 158 .................. § 230.158 

Form SE .................. § 239.64 

Form 144 ................. § 239.144 

Securities Exchange Act 

of 1934 2 (‘‘Exchange 

Act’’): 

Rule 12d1–3 ............ § 240.12d1–3 

Rule 14a–33(c) ........ § 240.14a–3(c) 

Rule 14c–33(b) ........ § 240.14c–33(b) 

Form 20–F ............... § 249.220f 

Form 40–F ............... § 249.240f 

Form 6–K ................. § 249.306 

Form 10–K ............... § 249.310 

Form 11–K ............... § 249.311 

In addition, we are adopting technical 

amendments to 17 CFR 239.40 (‘‘Form 

F–10’’), 17 CFR 239.42 (‘‘Form F–X’’) 

and 17 CFR 239.800 (‘‘Form CB’’) to 

remove certain outdated references in 

these forms. The rule text of these 

technical changes has been included 

with the adopted amendments. 

Table of Contents 

I. Introduction 

II. Discussion of Final Amendments 

A. Mandating the Electronic Filing or 

Submission of Permissible Electronic 

Submissions 

1. Proposing Releases 

2. Public Comments 

3. Final Rules 

B. Mandating the Electronic Submission of 

the ‘‘Glossy’’ Annual Report to Security 

Holders 

C. Requiring the Electronic Filing of 

Certifications of Approval of Exchange 

Listing 

D. Mandating Use of Inline XBRL for the 

Filing of Financial Statements and 

Accompanying Notes to the Financial 

Statements Required by Form 11–K 

E. Electronic Submission of Certain 

Foreign Language Documents 

F. Transition Periods 

III. Other Matters 

IV. Economic Analysis 

A. Introduction 

B. Economic Baseline 

C. Economic Effects 

1. Benefits 

2. Costs 

3. Efficiency, Competition, and Capital 

Formation 

D. Reasonable Alternatives 

V. Paperwork Reduction Act 

A. Background 

B. Summary of the Comment Letters and 

the Effect of the Final Amendments on 

Existing Collections of Information 

C. Burden and Cost Estimates Related to 

the Amendments 

VI. Final Regulatory Flexibility Act Analysis 

A. Need for, and Objectives of, the Final 

Amendments 

B. Small Entities Subject to the Final 

Amendments 

C. Significant Issues Raised by Public 

Comments 

D. Projected Reporting, Recordkeeping, and 

Other Compliance Requirements 

E. Agency Action To Minimize Effect on 

Small Entities 

VII. Statutory Authority 

I. Introduction 

Registrants and individuals submit 

most documents required to be filed or 

otherwise submitted to the Commission 

under the Federal securities laws in 

electronic format using the 

Commission’s EDGAR system. EDGAR 

filings are available to the public on our 

website.3 During the 2021 calendar year, 

electronic filers submitted 

approximately 916,000 filings on 

EDGAR. These electronic filings enable 

investors and other EDGAR users to 

access more quickly the information 

contained in registration statements, 

periodic reports, and other filings made 

with the Commission. In contrast, 

investors or other parties wishing to 

access and review paper filings must do 

so in person at the Commission’s public 

reference room, or subscribe to a thirdparty information service that scans and 

distributes the information after a paper 

filing is made. As such, it can be time 

consuming and/or costly to obtain these 

filings in paper.4

In 1993, when the Commission began 

to mandate the electronic filing of 

documents on EDGAR, it adopted 

Regulation S–T and other rule and form 

amendments to implement the 

operational phase of EDGAR.5 When the 

Commission adopted Regulation S–T it 

did not mandate electronic filing for all 

documents that are required to be filed 

under the Federal securities laws.6

Currently, 17 CFR 232.101(a) (‘‘Rule 

101(a)’’) mandates the electronic filing 

of over 400 different forms, schedules, 

reports, and applications. However, 17 

CFR 232.101(b) (‘‘Rule 101(b)’’) 

identifies a number of documents that 

filers may choose (but are not required) 

to submit in electronic format via 

EDGAR and 17 CFR 232.101(c) (‘‘Rule 

101(c)’’) identifies a number of 

documents that are not permitted to be 

filed in electronic format via EDGAR. 

Since implementation of EDGAR, the 

Commission has increasingly sought to 

make the system more comprehensive 

by including more filings in the 

mandated electronic filing category. For 

example, in 2002, the Commission 

adopted amendments to require foreign 

private issuers and foreign governments 

to submit electronically via EDGAR 

many of the documents that they are 

required to file.7 In 2003,8 the 

Commission adopted rule and form 

amendments to mandate the electronic 

filing of Forms 3, 4, and 5.9

In furtherance of this objective, on 

November 4, 2021, we proposed 

amendments to update additional 

EDGAR filing requirements.10

Specifically, we proposed rule and form 

amendments that would: (1) mandate 

the electronic filing or submission of 

most of the documents that are currently 

permitted electronic submissions under 

Rule 101(b) of Regulation S–T; (2) 

mandate the electronic submission of 


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11See Rule 144 Holding Period and Form 144 

Filings, Release No. 33–10991 (Dec. 22, 2020) [85 

FR 79936] (‘‘Rule 144 Proposing Release’’). We are 

not taking any action concerning the remaining 

proposals in the Rule 144 Proposing Release at this 

time. In particular, we are not adopting the proposal 

to eliminate the Form 144 filing requirement for the 

sale of securities of companies that are not subject 

to the reporting requirements of Section 13 or 15(d) 

of the Exchange Act. As such, affiliates relying on 

Rule 144 when the issuer of the securities is not 

subject to the reporting requirements of Section 13 

or 15(d) of the Exchange Act will still be required 

to file a notice of sale on Form 144 in paper form 

pursuant to Rule 101(c)(6) of Regulation S–T and 

Rule 144. Accordingly, we are adopting a 

conforming amendment to Rule 144 (new Rule 

144(h)(2)) to reflect that non-reporting issuers will 

continue to file in paper. 

12 In 2016, the Division of Corporation Finance 

indicated that it would not object if a registrant 

posts an electronic version of its ‘‘glossy’’ annual 

report to security holders to its corporate website 

by the applicable date specified in Exchange Act 

Rule 14a–3(c), Exchange Act Rule 14c–3(b), or in 

Form 10–K, in lieu of mailing paper copies or 

submitting it on EDGAR if the report remains 

accessible for at least one year after posting. See 

Proxy Rules and Schedule 14A (Regarding 

Submission of Annual Reports to SEC Under Rules 

14a–c(3) and 14c–3(b)), U.S. Sec. & Exch. Comm’n 

(Nov. 2, 2016), available under ‘‘Compliance and 

Disclosure Interpretations—Proxy Rules and 

Schedule 14A’’ at https://www.sec.gov/divisions/ 

corpfin/guidance/exchange-act-rule-14a3-14c3.htm 

(‘‘2016 Staff Guidance’’). The 2016 Staff Guidance 

will be withdrawn upon the compliance date of 

amended Rule 101(a)(1)(xxiii) of Regulation S–T as 

it is superseded by the rule amendments. EDGAR 

will serve as a repository for electronic copies of the 

‘‘glossy’’ annual reports to security holders, 

whether or not registrants post the reports on their 

corporate websites. 

13Registrants who satisfy their Form 11–K filing 

obligations by filing an amendment to Form 10–K, 

as provided by 17 CFR 240.15d–21 (‘‘Exchange Act 

Rule 15d–21’’) Exchange Act Rule 15d–21, may also 

file these amendments in paper or electronic 

format. 

14 In April 2020, in recognition of several 

logistical difficulties related to the submission of 

Form 144 in paper pursuant to Rules 101(b)(4) or 

101(c)(6) of Regulation S–T, as well as ongoing 

health and safety concerns related to COVID–19, the 

Division of Corporation Finance issued a statement 

announcing a temporary no-action position that it 

would not recommend enforcement action to the 

Commission if Forms 144 for the period from and 

including April 10, 2020 to June 30, 2020 were 

submitted as a complete PDF attachment and 

emailed to the Commission in lieu of filing the form 

in paper. Subsequently, on June 25, 2020, the 

Division of Corporation Finance indefinitely 

extended this statement from the period beginning 

on April 10, 2020. See Division of Corporation 

Finance Statement Regarding Requirements for 

Form 144 Paper Filings in Light of COVID–19 

Concerns, U.S. Sec. & Exch. Comm’n (June 25, 

2020), available at https://www.sec.gov/corpfin/ 

announcement/form-144-paper-filings-emailoption-update. The 2020 statement will be 

withdrawn upon the compliance date of amended 

Rules 144(h)(2) and 101(a)(1)(xxvi) of Regulation S– 

T as it is no longer necessary due to the rule 

amendments. 

15Pursuant to rules adopted by the Commission, 

the Development Banks are required to file annual 

and quarterly reports with the Commission in 

connection with the distribution of primary 

obligations issued by the Development Banks. In 

addition, the Development Banks are required to 

file a distribution report with the Commission on 

or prior to the date on which any distribution of 

primary obligations are issued to the public in the 

United States. See 17 CFR 285–290. 

16See Rule 101(b)(9) of Regulation S–T [17 CFR 

232.101(b)(9)]. 

17See the Updating EDGAR Proposing Release, 

supra note 10 and the Rule 144 Proposing Release, 

supra note 11. 

18See in this regard Electronic Submission of 

Applications for Orders under the Advisers Act and 

the Investment Company Act, Confidential 

Treatment Requests for Filings on Form 13F, and 

Form ADV–NR; Amendments to Form 13F Release 

No. 34–93518 (Nov. 4, 2021) [86 FR 64839] in 

which we proposed to update the filing 

requirements for certain Investment Company Act 

Continued 

the ‘‘glossy’’ annual report to security 

holders; (3) mandate the electronic 

filing of the certification made pursuant 

to 15 U.S.C. 78l(d) (‘‘Section 12(d) of the 

Exchange Act’’) and 17 CFR 240.12d1– 

3 (‘‘Exchange Act Rule 12d1–3’’) that a 

security has been approved by an 

exchange for listing and registration; (4) 

mandate the use of Inline XBRL for the 

filing of the financial statements and 

accompanying notes to the financial 

statements required by Form 11–K; and 

(5) allow for the electronic submission 

of certain foreign language documents. 

In addition, on December 22, 2020, as 

part of a broader rule proposal relating 

to 17 CFR 230.144 (‘‘Rule 144’’), we 

proposed to mandate electronic filing of 

Form 144 with respect to securities 

issued by issuers subject to the reporting 

requirements of Section 13 or 15(d) of 

the Exchange Act.11

We are now adopting amendments 

reflecting the above rule and form 

proposals, substantially as proposed. 

We believe that these changes will 

continue and further the Commission’s 

ongoing efforts to make the EDGAR 

system more comprehensive by 

including more filings in the mandated 

electronic filing category. 

II. Discussion of Final Amendments 

A. Mandating the Electronic Filing or 

Submission of Permissible Electronic 

Submissions 

Rule 101(b) of Regulation S–T 

currently permits filers to submit the 

following documents either 

electronically or in paper format: 

• Annual reports to security holders 

(colloquially referred to as the ‘‘glossy’’ 

annual reports) furnished for the 

information of the Commission 

pursuant to 17 CFR 240.14a–3(c) 

(‘‘Exchange Act Rule 14a–3(c)’’) or 17 

CFR 240.14c–3(b) (‘‘Exchange Act Rule 

14c–3(b)’’), or under the requirements of 

Form 10–K for registrants reporting 

pursuant to 15 U.S.C. 78o(d) (‘‘Section 

15(d) of the Exchange Act’’),12 or by 

foreign private issuers on Form 6–K 

pursuant to Exchange Act Rules 17 CFR 

240.13a–16 or 17 CFR 240.15d–16; 

• Notices of exempt solicitation 

furnished for the information of the 

Commission pursuant to 17 CFR 

240.14a–6(g), and notices of exempt 

preliminary roll-up communications 

furnished for the information of the 

Commission pursuant to 17 CFR 

240.14a–6(n); 

• Annual reports for employee benefit 

plans on 17 CFR 249.311 (‘‘Form 11– 

K’’); 13

• Notice of proposed sale of securities 

on 17 CFR 239.144 (‘‘Form 144’’) where 

the issuer of the securities is subject to 

the reporting requirements under 

Section 13 or 15(d) of the Exchange 

Act; 14

• Periodic reports and reports with 

respect to distributions of primary 

obligations filed by the International 

Bank for Reconstruction and 

Development, the Inter-American 

Development Bank, the Asian 

Development Bank, the African 

Development Bank, the International 

Finance Corporation, or the European 

Bank for Reconstruction and 

Development (collectively, the 

‘‘Development Banks’’); 15

• Reports or other documents 

submitted by a foreign private issuer 

under cover of 17 CFR 249.306 (‘‘Form 

6–K’’) that the foreign private issuer 

must furnish and make public under the 

laws of the jurisdiction in which the 

issuer is incorporated, domiciled or 

legally organized (the foreign private 

issuer’s ‘‘home country’’), or under the 

rules of the home country exchange on 

which the foreign private issuer’s 

securities are traded, as long as the 

report or other document is not a press 

release, is not required to be and has not 

been distributed to the issuer’s security 

holders, and, if discussing a material 

event, has already been the subject of a 

Form 6–K or other Commission filing or 

submission on EDGAR; and 

• Documents filed with the 

Commission pursuant to 15 U.S.C. 80a– 

32 (‘‘Section 33 of the Investment 

Company Act’’).16

1. Proposing Releases 

In two separate rule proposals,17 we 

proposed to amend Rule 101 of 

Regulation S–T to mandate the 

electronic filing of the documents listed 

above; all of which are currently 

permitted electronic filings under Rule 

101(b). 

In the Updating EDGAR Proposing 

Release, we proposed amendments that 

would remove the permitted electronic 

submissions listed in Rule 101(b)(1) 

through paragraph (b)(6), with the 

exception of current paragraph 101(b)(4) 

relating to Rule 144 filings, as well as 

paragraph (b)(9) 18 and add those items 


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35396 Federal Register / Vol. 87, No. 112 / Friday, June 10, 2022 / Rules and Regulations 

and Investment Advisor Act forms and 

applications. 19 In addition to the proposed changes to Rules 

101(a) and 101(b), in the Updating EDGAR 

Proposing Release we also proposed corresponding 

amendments to Rules 158, 306, 311, 405, 12d1–3, 

14a–3 and 14c–3, as well as Forms 6–K, 10–K, 11– 

K, 20–F, and 40–F to implement these changes. We 

are also adopting the corresponding changes as 

proposed. 

20Under Securities Act Rule 144(h), an affiliate 

who intends to resell restricted or control securities 

of the issuer in reliance upon Securities Act Rule 

144 during any three-month period in a transaction 

that exceeds either 5,000 shares or has an aggregate 

sales price of more than $50,000 must file a Form 

144 concurrently with either the placing of an order 

with a broker to execute the sale or the execution 

of a sale directly with a market maker. Rule 101(b) 

of Regulation S–T permits Form 144 to be filed 

electronically or in paper if the issuer of the 

securities is subject to Exchange Act reporting 

requirements. In calendar year 2021, approximately 

30,000 Forms 144 were filed. Although the vast 

majority (approximately 99%, or 29,700) of these 

Form 144 filings can be made electronically on 

EDGAR (because the issuer of the securities is 

subject to Exchange Act reporting requirements), 

only 234 Form 144 filings were electronically filed 

on EDGAR. The remainder were filed in paper or 

as a PDF via email. If the issuer of the securities 

is not subject to Exchange Act reporting 

requirements, Rule 101(c)(6) of Regulation S–T 

requires Form 144 to be filed in paper. See also 

supra note 17. 

21We also proposed minor changes to Form 144 

to update the form to reflect these changes and to 

eliminate certain personally identifiable 

information (‘‘PII’’) and immaterial information 

fields that are unnecessary. Specifically, we 

proposed to delete the fields requiring the home 

address of the person for whose account the 

securities are to be sold and the IRS identification 

number of the issuer of the securities. For purposes 

of Form 144, we have determined that we can 

achieve our regulatory objectives without the PII. 

Furthermore, the IRS identification number of the 

issuer is redundant as this information is required 

to be disclosed on the cover page of registration 

statements and periodic reports and would be 

available through these forms. We are also adopting 

these changes as proposed. 

22See letter dated Dec. 2, 2021 from Parker Smith. 

23See letter dated Dec. 17, 2021 from Dorothy 

Donohue, Deputy General Counsel—Securities 

Regulation, Investment Company Institute and 

letter dated Dec. 17, 2021 from Martha Redding, 

Associate General Counsel, Assistant Secretary, 

NYSE Group, Inc. 

24See letter dated Jan. 4, 2022 from Andrew 

MacInnes, BrilLiquid LLC. 

25See letter dated Nov. 17, 2021 from Joseph 

Snyder. 

26See letter dated Jan. 10, 2022 from Patrick 

McHenry, Ranking Member, House Committee on 

Financial Services, and Pat Toomey, Ranking 

Member, Senate Committee on Banking, Housing, 

and Urban Affairs. Neither of the remaining two 

letters addressed mandating electronic filings. One 

noted that ‘‘people everywhere deserve free and 

open markets,’’ and another requested that the 

Commission ‘‘shut down dark pools.’’ 

27See letter dated Mar. 16, 2021 from the Basile 

Law Firm P.C., letter dated Feb. 15, 2021 from 

Hamilton & Associates Law Group, P.A. 

(‘‘Hamilton’’), letter dated Mar. 11, 2021 from 

Sydney Linnick (‘‘Linnick’’), letter dated Mar. 17, 

2021 from Rachel Mullinax (‘‘Mullinax’’), and letter 

dated Mar. 17, 2021 from North American 

Securities Administrators Association, Inc. 

(‘‘NASAA’’). 

28See letter dated Mar. 18, 2021 from the Council 

of Institutional Investors, letters from Hamilton, 

Linnick, Mullinax, NASAA, letter dated Mar. 10, 

2021 from Alan D. Jagolinzer, Professor of Financial 

Accounting of the University of Cambridge’s Judge 

Business School; Head of the Accounting Faculty 

Subject Group; and Co-Director of Cambridge 

Centre for Financial Reporting & Accountability, 

and letter dated Mar. 10, 2021 from David Larcker, 

Graduate School of Business, Stanford University, 

Director, Stanford Corporate Governance Research 

Initiative; Daniel Taylor, The Wharton School, 

University of Pennsylvania, Director, Wharton 

Forensic Analytics Lab; and Bradford Lynch, The 

Wharton School, University of Pennsylvania (‘‘Prof. 

Larcker et al.’’). 29See letter from Prof. Larcker et al. 30 Id. 31See letter dated Mar. 22, 2021 from the 

Securities Industry and Financial Markets 

Association. 

32 Id (noting that, according to data from the 

Washington Service Bureau, dealers filed 20,864 

Form 144 filings in 2020). 

33 Id. 

to the list of mandated electronic 

submissions contained in Rule 101(a)(1) 

of Regulation S–T.19

In the Rule 144 Proposing Release,20

we proposed to remove the permitted 

electronic submission of all Form 144 

filings for the sale of securities of 

Exchange Act reporting companies in 

Rule 101(b)(4) of Regulation S–T and 

add that item to the list of mandated 

electronic submissions contained in 

Rule 101(a)(1) of Regulation S–T.21 We 

also proposed to amend Rule 144(h)(1) 

to delete the requirement that an 

affiliate send one copy of the Form 144 

notice to the principal exchange, if any, 

on which the restricted securities are 

admitted to trading, as this provision 

was designed for paper Form 144 

filings. We proposed to provide a sixmonth transition period after the 

effective date of the amendments to 

Regulation S–T to give Form 144 paper 

filers who would be first-time electronic 

filers on EDGAR sufficient time to apply 

for access to file on EDGAR. 

Additionally, the Rule 144 Proposing 

Release noted that we would make Form 

144 available online as a fillable 

document that could be used by filers. 

1. Public Comments 

We received eight comment letters on 

the Updating EDGAR Proposing Release. 

One was supportive of the mandate to 

make the glossy annual report a 

mandatory EDGAR filing; 22 two 

addressed the electronic filing of forms 

that were not part of the proposal; 23 one 

addressed substantive disclosure 

requirements not addressed in, and 

beyond the scope of, the proposal,24 one 

addressed a filing process that was not 

proposed,25 and one requested a longer 

comment period.26 We did not receive 

any comments opposing this proposal. 

We received twelve comment letters 

on the Rule 144 Proposing Release 

addressing the proposed amendment to 

mandate electronic filing of Form 144, 

most of which expressed support for 

mandating the electronic filing of Form 

144. For example, several of these 

commenters stated that proposed 

amendments would allow for a more 

convenient and improved filing 

process.27 A number of commenters 

noted that filing Form 144 in paper 

makes it difficult for investors and other 

users of the disclosures (such as 

researchers and other regulatory bodies) 

to access the information contained in 

these filings.28

One commenter stated that the 

importance of the information contained 

in Form 144 is demonstrated by the 

activities of third party vendors that 

regularly visit the Commission’s 

Reading Room to scan, digitize, and 

disseminate Forms 144 to clients that 

pay for the information.29 This 

commenter stated the Commission’s 

Form 144 paper filing regime has 

created a two-tiered disclosure system 

that makes public disclosure of Form 

144 essentially only accessible to large 

institutional clients that have the 

resources pay for this information, but 

inaccessible to individual investors.30

Another commenter, although 

supportive of the goals of this proposal, 

expressed concern that the proposed 

amendments would present significant 

logistical challenges for broker-dealers 

that prepare and submit Form 144 

filings on behalf of their clients and may 

result in firms deciding to cease 

providing such services.31 This 

commenter stated that mandating the 

electronic filing of Form 144 will 

require firms to log-in and log-out of the 

SEC’s system using a Form 144 filer’s 

EDGAR credentials, ‘‘which will be 

extremely time-consuming and laborintensive’’ given the number of Form 

144 filings that this commenter 

indicated are filed by broker-dealers.32

This commenter also stated that an 

electronic filing mandate would require 

a brokerage firm to develop and 

maintain processes to collect, securely 

store, and properly update all of the 

EDGAR access credentials for each of its 

clients that are required to file a Form 

144. This commenter recommended, as 

an alternative, that the Commission 

adopt an approach that would allow 

brokerage firms to bulk file Forms 144 

on a daily or every-other-business-day 

basis (or whatever time period the 

Commission considers appropriate) and 

that the Commission also provide a 

twelve-month transition period.33

2. Final Rules 

After considering the public 

comments, we are adopting the 


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34For example, in calendar years 2020 and 2021 

combined, there were more than 48,000 Forms 6- 

Ks filed electronically and only two filed in paper. 

Similarly, for the same two-year period, there were 

approximately 20,000 Forms 11–K filed 

electronically and only 22 filed in paper. See also 

infra note 42. 35We are also adopting the proposed amendment 

to Rule 144(h)(1) to delete the requirement that an 

affiliate send one copy of the Form 144 notice to 

the principal exchange, if any, on which the 

restricted securities are admitted to trading. This 

requirement was designed for paper Form 144 

filings and will no longer be necessary now that we 

are mandating the electronic filing of Form 144. 

36See supra note 31. 

37 In addition, the Commission recently issued a 

request for comment regarding potential technical 

changes to EDGAR filer access and filer account 

management processes. The request for comment 

may be relevant to the commenter’s concerns about 

managing the EDGAR accounts of multiple Form 

144 filers, for which broker-dealers would provide 

filing services. See Request for Comment on 

Potential Technical Changes to EDGAR Filer Access 

and Filer Account Management Processes, Release 

No. 34–93204 (Sept. 30, 2021) [86 FR 55029]; see 

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

edgar-next. 

38See infra Section II.F. 

39 In 1967, the Commission amended Exchange 

Act Rules 14a–3(c) and 14c–3(b) to require 

registrants to furnish to the Commission, solely for 

its information, seven copies of their ‘‘glossy’’ 

annual report to security holders. See Proxy and 

Stockholder Information Rules, Release No. 34– 

8029 (Jan. 24, 1967) [32 FR 1035]. Prior to these 

amendments, registrants were required to furnish to 

the Commission four copies of their ‘‘glossy’’ 

annual report to security holders. 

40See Form 10–K, Supplemental Information to 

be Furnished With Reports Filed Pursuant to 

Section 15(d) of the Act by Registrants Which Have 

Not Registered Securities Pursuant to Section 12 of 

the Act. Form 10–K also currently requires 

registrants required to file a Form 10–K pursuant to 

Section 15(d) of the Exchange Act to furnish to the 

Commission every proxy statement, form of proxy 

or other proxy soliciting material sent to more than 

ten of the registrant’s security holders with respect 

to any annual or other meeting of security holders. 

41See supra Section II.A. 

42We received 23 and 18 electronic submissions 

of glossy annual reports in calendar years 2020 and 

2021, respectively. The staff no longer tallies the 

number of these reports submitted in paper format. 

We believe, however, that the number is minimal 

as issuers typically avail themselves of the 2016 

Staff Guidance. See supra note 12 (discussing the 

2016 Staff Guidance regarding a registrant posting 

an electronic version of its ‘‘glossy’’ annual report 

to security holders to its corporate website in lieu 

of mailing paper copies or submitting it on EDGAR). 

43We also proposed corresponding amendments 

to Rules 14a–3(c), 14c–3(b), and 158(b)(2), as well 

as Forms 20–F, 6–K and 10–K to implement these 

changes and are adopting these changes as 

proposed. 

44See supra note 12 (these amendments will 

supersede the 2016 Staff Guidance, which will be 

withdrawn). 

45Under the amendments, the ‘‘glossy’’ annual 

report to security holders should not be reContinued 

amendments to mandate electronic 

filing as proposed, with the exception of 

the compliance date for the electronic 

filing of Form 144, which is discussed 

further in Section II.F, below. We 

believe that mandating the electronic 

filing of these documents will benefit 

investors and other users by making the 

information contained in these filings 

accessible to the public almost 

immediately after filing on EDGAR. It 

will thus enable investors, market 

participants, and other EDGAR users to 

retrieve and use the information in these 

documents promptly, as compared to a 

paper filing, facilitating their analysis of 

this information. The use of EDGAR will 

also facilitate efficient storage of this 

information, improve the Commission’s 

ability to track and process filings, and 

modernize the Commission’s records 

management process. Moreover, 

eliminating the permitted electronic 

submissions of documents that are filed 

or furnished pursuant to Rules 

101(b)(1)–(3), (5), (6) and (9) will 

eliminate a paper option that as a 

practical matter is not used by the vast 

majority of registrants.34

In addition, Form 144 filers will 

benefit from the planned changes to 

make the form an online fillable 

document that would facilitate 

electronic filing. An online fillable form 

will enable the convenient input of 

information, and support the electronic 

assembly of such information and 

transmission to EDGAR, without 

requiring a Form 144 filer to purchase 

or maintain additional software or 

technology. The fillable form will be 

similar to other fillable forms that are 

currently available to file other Formspecific XML filings on EDGAR such as 

Forms D, 3, 4, and 5.35 As such, the 

Form 144 data will be machine-readable 

and thus available for automated and 

efficient analysis. 

We acknowledge the concerns voiced 

by one commenter about potential 

logistical challenges for brokers and 

dealers.36 We note that EDGAR allows 

for bulk filing of forms, including forms 

for multiple different CIKs, 

simultaneously. As such, a single 

broker-dealer could bulk file Forms 144 

simultaneously for multiple clients.37 In 

addition, we are providing a longer 

transition period than what was 

proposed for Form 144 paper filers to 

file the forms electronically on EDGAR. 

Specifically, we are adopting a sixmonth transition period commencing 

from the date when the Commission 

adopts a version of the EDGAR Filer 

Manual that addresses the updates to 

Form 144.38

B. Mandating the Electronic Submission 

of the ‘‘Glossy’’ Annual Report to 

Security Holders 

Exchange Act Rules 14a–3(c) and 

14c–3(b) require registrants subject to 

these rules to furnish to the 

Commission, for its information, seven 

copies of their ‘‘glossy’’ annual report to 

security holders.39 Form 10–K contains 

a similar provision that requires 

registrants that are required to file a 

Form 10–K pursuant to Section 15(d) of 

the Exchange Act to furnish to the 

Commission four copies of their 

‘‘glossy’’ annual report to security 

holders.40 In addition, foreign private 

issuers are often required to furnish to 

the Commission their ‘‘glossy’’ annual 

report to security holders in response to 

the requirements of Form 6–K.41

Rule 101(b)(1) of Regulation S–T 

permits all of these registrants to satisfy 

the above requirements by submitting to 

the Commission their ‘‘glossy’’ annual 

report to security holders in either paper 

or electronically on EDGAR. During the 

2020 and 2021 calendar years, we 

received minimal paper submissions 

and very few electronic submissions of 

annual reports.42

We proposed to require registrants to 

submit to the Commission their 

‘‘glossy’’ annual report to security 

holders via an electronic submission on 

EDGAR, in accordance with the EDGAR 

Filer Manual, by adding Rule 

101(a)(1)(xxiii) of Regulation S–T and 

removing Rule 101(b)(1) of Regulation 

S–T.43 Registrants would no longer be 

permitted to submit their ‘‘glossy’’ 

annual report to security holders to the 

Commission in paper. 

We are now adopting the amendments 

as proposed. We believe the 

requirements to furnish these reports to 

the Commission in paper format under 

Exchange Act Rule 14a–3(c), Exchange 

Act Rule 14c–3(b) and Form 10–K are 

unnecessary. We also believe that, in 

addition to helping inform the 

Commission, investors will benefit from 

the ability to access electronic copies of 

the ‘‘glossy’’ annual reports to security 

holders on EDGAR. 

Going forward, EDGAR will serve as 

a repository for electronic copies of the 

‘‘glossy’’ annual reports to security 

holders, whether or not registrants 

decide to post the reports on their 

corporate websites.44 An archive of 

electronic copies of the ‘‘glossy’’ annual 

reports to security holders will ensure 

long-term access to these reports in a 

centralized database available to the 

public and will avoid the burden for 

investors of having to search individual 

corporate websites and other resources 

for this information. In addition, 

electronic submission of the ‘‘glossy’’ 

annual report to security holders should 

capture the graphics, styles of 

presentation, and prominence of 

disclosures (including text size, 

placement, color, and offset, as 

applicable) contained in the reports.45


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formatted, re-sized, or otherwise re-designed for 

purposes of the submission on EDGAR. Currently, 

the only format that EDGAR supports is portable 

data format (‘‘PDF’’). If EDGAR is upgraded to 

accommodate other formats appropriate for 

electronic filing of the ‘‘glossy’’ annual report, the 

Commission will communicate the upgrade by 

adopting an updated EDGAR Filer Manual that 

supports such formats. 

46See 17 CFR 230.158(b)(2) (‘‘Securities Act Rule 

158(b)(2)’’). 

47See Exchange Act Rule 14a–16(b) [17 CFR 

240.14a–16]; see also Shareholder Choice Regarding 

Proxy Materials, Exchange Act Release No. 34– 

56135 (July 26, 2007) [72 FR 42222]. 

48Exchange Act Rule 12d1–3(c) specifies that the 

certification may be made by telegram but in such 

case must be confirmed in writing, and all 

certifications in writing and all amendments thereto 

must be filed with the Commission in duplicate. 

49Among other things, EDGAR Release 17.4 

updated EDGAR to allow, but not require, national 

securities exchanges to submit a new certification 

form type on EDGAR to evidence the approval of 

securities for listing on an exchange. See Adoption 

of Updated EDGAR Filer Manual, Release No. 33– 

10444 (Dec. 8, 2017) [83 FR 2369]. Prior to the 2017 

modification, we received only paper certifications 

that a security has been approved for listing and 

registration. 

50Amended Rule 101(a) of Regulation S–T will 

require the filing of the certification electronically 

as is currently permitted. 

51See Interactive Data to Improve Financial 

Reporting, Securities Act Release No. 9002 (Jan. 30, 

2009) [74 FR 6776 2009)] (requiring submission of 

an Interactive Data File to the Commission in 

exhibits to such reports); see also Securities Act 

Release No. 9002A (Apr. 1, 2009) [74 FR 15666)]. 

52See Inline XBRL Filing of Tagged Data, 

Securities Act Release No. 10514 (June 28, 2018) [83 

FR 40846, 40847] (‘‘Inline XBRL Adopting 

Release’’). Inline XBRL allows filers to embed XBRL 

data directly into an HTML document, eliminating 

the need to tag a copy of the information in a 

separate XBRL exhibit. Inline XBRL is both humanreadable and machine-readable for purposes of 

validation, aggregation, and analysis. Id at 40851. 

53See, e.g., Filing Fee Disclosure and Payment 

Methods Modernization, Release No. 33–10997 

(Oct. 13, 2021) [86 FR 770166]. 

54 29 U.S.C. 18 et seq. Plan financial statements 

required under ERISA are prepared on Form 5500. 

See Form 5500, Annual Return/Report of Employee 

Benefit Plan, available at https://www.dol.gov/sites/ 

dolgov/files/EBSA/employers-and-advisers/planadministration-and-compliance/reporting-andfiling/form-5500/2020-form-5500.pdf. 

55Under paragraph 4 of Required Information of 

Form 11–K, plans may include all or a portion of 

Form 5500 into the Form 11–K filing with the 

Commission. 

56See supra Note 13. The proposed amendments 

would also apply to financial statements required 

by Form 11–K that are filed in accordance with 

Exchange Act Rule 15d–21. 

In addition to deleting Rule 101(b)(1) 

of Regulation S–T, we are also 

amending Exchange Act Rule 14a–3(c), 

Exchange Act Rule 14c–3(b), and Form 

10–K to eliminate the option for 

registrants to furnish to the Commission 

paper copies of their ‘‘glossy’’ annual 

report to security holders. Instead, we 

are requiring the electronic submission 

of these reports in accordance with the 

EDGAR Filer Manual. We are also 

amending Securities Act Rule 158(b)(2) 

to replace the reference to the furnishing 

of copies of the ‘‘glossy’’ annual report 

to security holders to the Commission 

with a reference to furnishing the report 

to the Commission in accordance with 

the EDGAR Filer Manual.46

Notwithstanding these amendments, 

our proxy rules will continue to require 

certain registrants subject to the proxy 

rules to publish their ‘‘glossy’’ annual 

report to security holders on a website 

other than the Commission’s website.47

With respect to foreign private 

issuers, we are similarly amending Form 

6–K to remove references to the paper 

submission to the Commission of a 

‘‘glossy’’ annual report to security 

holders and instead will require foreign 

private issuers to satisfy their Form 6– 

K requirement to furnish such a report 

by submitting the report electronically 

on EDGAR, in accordance with the 

EDGAR Filer Manual. 

C. Requiring the Electronic Filing of 

Certifications of Approval of Exchange 

Listing 

For securities to be listed on an 

exchange, Exchange Act Rule 12d1–3 

requires the national securities 

exchange to file a certification with the 

Commission that the security has been 

approved by the exchange for listing 

and registration pursuant to Section 

12(d) of the Exchange Act.48 The 

certification must specify (1) the 

approval of the exchange for listing and 

registration; (2) the title of the security 

so approved; (3) the date of filing with 

the exchange of the application for 

registration and of any amendments 

thereto; and (4) any conditions imposed 

on such certification. 

This certification is not included in 

any of the EDGAR filing requirements or 

exceptions in Rule 101 of Regulation 

S–T. In December 2017, the Commission 

modified EDGAR to permit the 

voluntary electronic submission of the 

certifications on EDGAR.49 During the 

2020 calendar year, the Commission 

received 1,184 certifications from 

national securities exchanges. All of the 

certifications were submitted 

electronically, except one. In light of the 

overwhelming use of this option, we 

proposed to amend Exchange Act Rule 

12d1–3 and Rule 101(a) of Regulation 

S–T to mandate the electronic filing of 

these certifications. We received no 

comments on this aspect of the 

proposed amendments. We are adopting 

the amendments as proposed.50

D. Mandating the Use of Inline XBRL for 

the Filing of Financial Statements and 

Accompanying Notes to the Financial 

Statements Required by Form 11–K 

In 2009, the Commission adopted 

rules requiring operating companies to 

submit the information from the 

financial statements included in certain 

registration statements and periodic and 

current reports in a structured, machinereadable data language using XBRL.51 In 

2018, the Commission adopted 

modifications to these requirements by 

requiring issuers to use Inline XBRL, 

which is both machine-readable and 

human-readable, to reduce the time and 

effort associated with preparing XBRL 

filings and improve the quality and 

usability of XBRL data for investors.52

Since then, the Commission has 

completed phasing-in the adopted 

Inline XBRL requirements and has 

expanded the scope of disclosures that 

must be tagged using Inline XBRL.53

Form 11–K is the form used for 

annual reports of employee stock 

purchase, savings and similar plans that 

are filed with the Commission pursuant 

to Section 15(d) of the Exchange Act. 

Currently, annual reports on Form 

11–K are not subject to structured data 

reporting requirements. Accordingly, 

the financial statements required by 

Form 11–K are not machine-readable. 

These financial statements, which must 

be prepared in accordance with the 

applicable provisions of Article 6A of 

Regulation S–X (17 CFR 210.6A–01– 

.6A–05), include: 

• An audited statement of financial 

condition as of the end of the latest two 

fiscal years of the plan (or such lesser 

period as the plan has been in 

existence); and 

• An audited statement of 

comprehensive income (either in a 

single continuous financial statement or 

in two separate but consecutive 

financial statements; or a statement of 

net income if there was no other 

comprehensive income) and changes in 

plan equity for each of the latest three 

fiscal years of the plan (or such lesser 

period as the plan has been in existence. 

Form 11–K also provides filers with 

the option to file plan financial 

statements and schedules prepared in 

accordance with the financial reporting 

requirements of 29 U.S.C. 18 et seq. (the 

‘‘Employee Retirement Income Security 

Act of 1974’’ or ‘‘ERISA’’).54 When filers 

elect this option, plan financial 

statements are embedded within the 

filing or filed as exhibits in a nonstructured format.55

We proposed to require registrants to 

present the financial information 

required by Form 11–K, whether 

prepared in accordance with Regulation 

S–X or the financial reporting 

requirements of ERISA, in Inline 

XBRL.56 Under the proposed 

amendments the tagging requirement for 


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57As discussed in Section II.A., supra, we are 

also mandating the electronic submission of Form 

11–K. 

58We are not adopting the proposed changes to 

the definition of Related Official Filing in Rule 11 

of Regulation S–T. We have determined that it is 

not necessary to change that definition, as the 

amendments to Rule 405 of Regulation S–T that we 

are adopting are sufficient to reflect this new 

requirement. 

59See 17 CFR 230.403; 17 CFR 240.12b–12; and 

Rule 306 of Regulation S–T. 

60Rule 306(d) of Regulation S–T provides for one 

exception to Rule 306(a) and allows for the 

electronic filing of certain documents that contain 

both French and English by Canadian issuers [17 

CFR 232.306(d)]. 

61See 17 CFR 230.403(c); 17 CFR 240.12b–12(d); 

and 17 CFR 232.306(a). 

62Currently, electronic filers may not submit 

these untranslated foreign language documents in 

electronic format. 17 CFR 232.101(c)(8) (‘‘Rule 

101(c)(8) of Regulation S–T’’) states that documents 

and symbols in a foreign language shall not be 

submitted in electronic format and, thus, may only 

be submitted in paper. 

63We also proposed to amend Rule 311 of 

Regulation S-T and Form SE to clarify that these 

two types of foreign language documents may no 

longer be submitted in paper under the cover of 

Form SE. We are adopting these amendments as 

proposed. 

64We similarly proposed to remove and reserve 

Rule 101(c)(8) of Regulation S–T. As noted above, 

Rule 101(c)(8) prohibits the electronic submission 

of documents and symbols in a foreign language. 

We are also adopting this amendment as proposed. 

We note in this regard that even with the removal 

of this prohibition, Rule 306(a) of Regulation S–T 

will still generally require all electronic filings and 

submissions to be in English. 

65See supra note 31. 

66 In this regard, the three-year transition period 

is consistent with the transition times provided in 

other rules where registrants would be newly 

obligated to tag financial information in Inline 

XBRL. See, e.g., Inline XBRL Filing of Tagged Data, 

Securities Act Release No. 10514 (June 28, 2018) [83 

FR 40846, 40847]. 

annual reports on Form 11–K would 

mirror the Inline XBRL requirements for 

financial information contained in 

annual reports on Forms 10–K, 20–F, 

and 40–F. As such, every data point in 

the financial statements required by 

Form 11–K would be tagged in Inline 

XBRL. Further, where there are 

narrative disclosures (e.g., notes to the 

financial statements), registrants would 

be required, like filers of Forms 10–K, 

20–F, and 40–F, to apply block tags to 

the narrative disclosures and detailed 

tags to any numeric amounts presented 

in the narrative text. 

We received no comments on this 

aspect of the proposal and are adopting 

these amendments as proposed.57

Structuring this data will enable 

analytical tools to extract tagged 

information in an efficient, automated 

manner. As a result, plan participants, 

analysts, and the Commission will be 

better able to access, organize, and 

evaluate the information presented by 

filers. As amended, the tagging 

requirement will be specified in the 

Instructions to Form 11–K and in Rule 

405 of Regulation S–T.58

E. Electronic Submission of Certain 

Foreign Language Documents 

Generally, all filings and submissions 

to the Commission must be in English.59

Rule 306(a) of Regulation S–T prohibits 

the electronic filing or submission of a 

document that is in a foreign language.60

If an electronic filing or submission 

requires the inclusion of a foreign 

language document, the document must 

either be translated into, or (if it is an 

exhibit or attachment to a filing or 

submission) summarized in English and 

submitted in electronic format.61

Currently, Rules 306(b) and (c) of 

Regulation S–T govern the submission 

of a foreign language document by an 

electronic filer.62 Rule 306(b) permits 

the paper submission of an unabridged 

foreign language document if an English 

translation or summary of that 

document has already been provided in 

an electronic filing or submission. Rule 

306(c) requires the paper submission of 

a foreign language version of a foreign 

government or its political subdivision’s 

latest annual budget if an English 

translation of the budget is unavailable 

and such an exhibit is required by Form 

18 or Form 18–K. We proposed to 

amend Rule 306 to eliminate paper 

submission of the above two types of 

foreign language documents.63 Instead, 

these documents would be required to 

be submitted electronically in an 

appropriate format that EDGAR 

supports, currently as PDFs.64

We did not receive any comments on 

these amendments and are now 

adopting these amendments as 

proposed. We believe that these changes 

will reduce the number of paper 

submissions we receive and increase the 

public’s access to these foreign language 

documents. 

F. Transition Periods 

We are adopting the proposed sixmonth transition period after the 

effective date of the amendments for 

when filers will be required to file or 

submit electronically ‘‘glossy’’ annual 

reports to security holders (in PDF), 

notices of exempt solicitations and 

exempt preliminary roll-up 

communications, annual reports for 

employee benefit plans on Form 11–K, 

periodic reports and reports with 

respect to distributions of primary 

obligations filed by the Development 

Banks, reports or other documents 

submitted by a foreign private issuer 

under cover of Form 6–K, certain 

foreign language documents (in PDF), 

and certifications made pursuant to the 

Exchange Act and its rules that a 

security has been approved by an 

exchange for listing and registration. We 

believe that this transition period will 

provide registrants with sufficient time 

to prepare to submit these documents 

electronically in accordance with the 

EDGAR Filer Manual, including 

providing paper filers who would be 

first-time EDGAR filers adequate time to 

apply for access to file on EDGAR on 

behalf of their clients and/or apply for 

a filing agent CIK in order to make 

electronic filings. 

In response to the comment 

requesting a longer transition period to 

allow a firm to collect EDGAR filing 

credentials from its Form 144 filing 

clients and to establish adequate new 

processes governing the filing of the 

forms and the maintenance of EDGAR 

credentials,65 we are adopting a longer 

transition period than what we 

proposed for when filers will be 

required to file Forms 144 on EDGAR 

for sales of securities of issuers subject 

to the reporting requirements of Section 

13 or 15(d) of the Exchange Act. 

Specifically, the requirement to file 

Form 144 electronically on EDGAR will 

commence six months from the date of 

publication in the Federal Register of 

the Commission release that adopts the 

version of the EDGAR Filer Manual 

addressing updates to Form 144. We 

currently expect that the Commission 

would consider adoption of the relevant 

version of the EDGAR Filer Manual 

addressing updates to Form 144 in 

September 2022, and publication in the 

Federal Register would occur thereafter. 

We believe this extended transition 

period will provide sufficient time for 

broker-dealers to transition clients for 

whom they prepare and submit Form 

144 filings, including time for those 

clients who do not currently have access 

to EDGAR to apply for EDGAR access. 

We are providing Form 11–K filers a 

three-year transition period after the 

effective date of the amendments in 

which to comply with the requirement 

to submit the financial statements and 

accompanying notes to the financial 

statements required by Form 11–K in 

Inline XBRL. We believe that a threeyear transition period will provide 

employee stock purchase, savings and 

similar plans with sufficient time to 

prepare for Inline XBRL submissions 

taking into account that such registrants 

are not currently obligated to submit 

any information in XBRL or Inline 

XBRL.66

III. Other Matters 

If any of the provisions of these rules, 

or the application thereof to any person 


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67Section 2(b) of the Securities Act [15 U.S.C. 

77b(b)] and Section 3(f) of the Exchange Act [15 

U.S.C. 78c(f)] require us, when engaging in 

rulemaking that requires us to consider or 

determine whether an action is necessary or 

appropriate in the public interest, to consider, in 

addition to the protection of investors, whether the 

action will promote efficiency, competition and 

capital formation. In addition, Section 23(a)(2) of 

the Exchange Act [15 U.S.C. 78w(a)(2)] requires us 

to consider the effects on competition of any rules 

that the Commission adopts under the Exchange 

Act and prohibits the Commission from adopting 

any rule that would impose a burden on 

competition not necessary or appropriate in 

furtherance of the purposes of the Exchange Act. 68See supra note 12. 

69Among the Development Banks, there were six 

unique filers. 

70See supra note 42. 

71See supra note 14. 

or circumstance, is held to be invalid, 

such invalidity shall not affect other 

provisions or application of such 

provisions to other persons or 

circumstances that can be given effect 

without the invalid provision or 

application. 

Pursuant to the Congressional Review 

Act, the Office of Information and 

Regulatory Affairs has designated these 

rules not a ‘‘major rule,’’ as defined by 

5 U.S.C. 804(2). 

IV. Economic Analysis 

A. Introduction 

The Commission is adopting rule and 

form amendments to update filing 

requirements under the EDGAR system. 

We are mindful of the costs imposed by, 

and the benefits obtained from, our 

rules and the amendments.67 The 

discussion below addresses the 

potential economic effects of the 

amendments. These effects include the 

likely benefits and costs of the 

amendments and reasonable alternatives 

thereto, as well as any potential effects 

on efficiency, competition, and capital 

formation. We attempt to quantify these 

economic effects whenever possible; 

however, due to data limitations, we are 

unable to do so in many cases. For 

example, we are unable to quantify the 

value to the public of being able to more 

quickly access a document on EDGAR 

compared to accessing it on paper. 

When we cannot provide a quantitative 

assessment, we provide a qualitative 

discussion of the economic effects 

instead. 

The Commission is adopting these 

rule and form amendments to facilitate 

the efficient submission of documents to 

the Commission; to reduce burdens and 

inefficiencies associated with the filing, 

dissemination, storage, and retrieval of 

non-electronic and paper submissions; 

to allow for quicker public access to 

information; to improve the 

Commission’s ability to track and 

process such filings; and to modernize 

the Commission’s records management 

processes. 

The rule and form amendments 

would: 

• Mandate the electronic filing of 

several documents that are currently 

permitted electronic submissions under 

Regulation S–T, including all filings on 

Form 6–K and filings made by 

Development Banks; 

• Mandate that certain registrants 

electronically file their ‘‘glossy’’ annual 

report to security holders; 

• Mandate the electronic filing of the 

certification made pursuant to Section 

12(d) of the Exchange Act and Exchange 

Act Rule 12d1–3 that a security has 

been approved by an exchange for 

listing and registration; 

• Mandate the electronic filing of 

Form 144 and remove the requirement 

that an affiliate send one copy of the 

Form 144 notice to the principal 

exchange, if any, on which the restricted 

securities are admitted to trading. 

• Mandate the use of the Inline XBRL 

structured data language for annual 

financial statements and schedules for 

employee benefit plans required by 

Form 11–K; and 

• Allow for the electronic submission 

format of certain foreign language 

documents and remove the option to 

submit these documents in paper. 

B. Economic Baseline 

The economic baseline, from which 

we measure the likely economic effects 

of the amendments, reflects current 

regulatory practice as it pertains to the 

method of submission to the 

Commission of certain forms and 

documents that currently may be, but 

are not required to be, submitted to the 

Commission via EDGAR. 

Filers currently have the option to 

submit the following documents 

electronically via EDGAR: Annual 

reports to security holders furnished for 

the information of the Commission; 68

notices of exempt solicitation furnished 

for the information of the Commission 

pursuant to Exchange Act Rule 14a–6(g) 

and notices of exempt preliminary rollup communications furnished for the 

information of the Commission 

pursuant to Exchange Act Rule 14a– 

6(n); annual reports for employee 

benefit plans on Form 11–K; Form 144 

for sales of securities of issuers subject 

to the reporting requirements of Section 

13 or 15(d) of the Exchange Act; certain 

reports from Development Banks; 

reports or other documents submitted 

by a foreign private issuer under cover 

of Form 6–K; documents filed with the 

Commission pursuant to Section 33 of 

the Investment Company Act; and 

certifications made pursuant to Section 

12(d) of the Exchange Act and Exchange 

Act Rule 12d1–3 that a security has 

been approved by an exchange for 

listing and registration. In addition, 

annual reports for employee benefit 

plans on Form 11–K currently are not 

required to be submitted using the 

Inline XBRL structured data language. 

For certain forms with an electronic 

filing option via EDGAR, a large 

percentage of filers use that option. 

Indeed, in Calendar Year (CY) 2021, the 

Commission received over 25,000 

submissions combined of the following 

documents: Form 6–K, notices of 

exempt solicitation furnished for the 

information of the Commission 

pursuant to Rule 14a–6(g), and annual 

reports on Form 11–K. For forms 6–K 

and 11–K, more than 99 percent of 

submissions were filed electronically on 

EDGAR, even though filers had the 

option to submit these documents in 

non-electronic format. Likewise, in CY 

2021 nearly all of the certifications filed 

by an exchange pursuant to Section 

12(d) of the Exchange Act and Exchange 

Act Rule 12d1–3, and all documents 

filed pursuant to Section 33 of the 

Investment Company Act were 

submitted electronically on EDGAR, 

even though these documents could 

have been submitted in non-electronic 

format. 

In contrast, for two of the types of 

forms, a much smaller percentage of 

filers currently submit electronically via 

EDGAR. In CY 2021, Development 

Banks electronically filed on EDGAR 

just 46 reports (34 percent).69 In CY 

2021 Form 144 filers electronically 

submitted 234 filings (0.8 percent) on 

EDGAR. Similarly, only a minimal 

number of ‘‘glossy’’ annual reports to 

security holders were submitted to the 

Commission in 2021; of those, very few 

were submitted electronically to the 

Commission, and even fewer were filed 

in paper format.70

Existing Commission rules permit 

Form 144 to be submitted either 

electronically via EDGAR or in paper 

form only for forms reporting proposed 

sales of reporting issuers. In 2020, in 

response to COVID–19 conditions, 

Commission staff announced a noaction position that temporarily affords 

Form 144 filers a third option to submit 

paper Form 144s via email.71 In CY 

2021, using a full year of data following 

the announcement, the Commission 

received 30,021 Form 144 submissions: 

52.9 percent in paper form, 46.3 percent 

electronically via email, and 0.8 percent 

electronically on EDGAR. Thus, while 

when given the option, many paper 


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72The chart does not include 2020 as financial 

market conditions and broader logistical difficulties 

surrounding COVID–19 pandemic may be a 

confounding factor for 2020 data. Furthermore, 

comparing a full year of data for 2021 relative to 

2019 means that seasonality effects do not affect our 

estimates. In contrast, estimates that compare data 

before and after the April 2020 Commission 

announcement that filers could submit Form 144 

via email may be correlated with seasonality effects. 

73Based on Form 144 filings accessed via 

Thomson Reuters Insiders Data with the field ‘‘SEC 

Receipt’’ dated in 2019 or 2021. 

74See letter from Jesse Brill (dated Dec. 18, 2013), 

available at https://www.sec.gov/rules/petitions/ 

2013/petn4-671.pdf; see also letter dated Mar. 22, 

2021 from the Securities Industry and Financial 

Markets Association. 

75These estimates assume that filers of Form 144 

submissions in our data are not also affiliates of 

other issuers. Because we lack data on the holdings 

of filers in securities of issuers other than those 

disclosed in the Form 144, we are unable to identify 

any filers that are such affiliates. 

76A rate of change based on the current one 

percent EDGAR submission rate may slightly 

overestimate the changes in volume. Further, based 

on the observed EDGAR filing behavior of affiliates 

who use an issuer’s existing access to EDGAR, the 

number of new Form IDs required to be processed 

could be reduced, but would not otherwise affect 

the increase in submission volume. 

77For example, certain amendments that would 

mandate electronic filings for specific documents, 

like listing certifications, that are currently largely 

submitted electronically. 

filers have elected to submit their forms 

via email, very few filers have opted to 

file Form 144 electronically on EDGAR. 

Figure 1 examines the lag between when 

the Commission received a Form 144 

filing and when it appeared in a 

commercial database, a proxy for the 

speed of dissemination to the public, for 

2019 and 2021.72 More specifically, the 

figure displays frequency counts of this 

dissemination lag (in days) for 2019 and 

2021, before and after the 

announcement that filers could submit 

Form 144 via email. After the 

Commission allowed Form 144 to be 

submitted by email, the dissemination 

lag shortened (a leftward shift in the 

count distribution) by 1 day (16 percent) 

for the median submission, suggesting 

shifting away from the submission of 

paper Form 144 submissions improves 

the speed of dissemination. Electronic 

filings on EDGAR would likely further 

reduce the dissemination lag in Form 

144 filings as they would be made 

public more quickly relative to the 

processing of electronic PDFs by thirdparty data providers.73

For Form 144 filers, it is our 

understanding that the majority of 

affected filers currently prepare and file 

these forms individually or with the 

assistance of a broker or personal 

counsel.74 As the majority of Form 144 

filings are currently paper or email 

filings, most filers would have to modify 

their processes for submitting their 

Form 144 filings under the 

amendments. Based on past filings, we 

estimate that approximately 12,250 

filers would be required to switch to 

electronic filings on EDGAR.75

Finally, for Commission staff, 

receiving and processing paper or email 

submissions is often more time 

intensive than processing electronic 

submissions on EDGAR. When the 

Commission receives a paper or email 

submission, the document usually 

requires several manual steps, involving 

staff in various offices and divisions to 

process and retain the documents for 

recordkeeping purposes. As less than 

one percent of all Form 144 submissions 

per year are filed electronically on 

EDGAR, the amended rules will likely 

increase significantly the volume of 

Form 144 filings made electronically on 

EDGAR and thus will reduce staff 

processing time.76

C. Economic Effects 

This section discusses the benefits 

and costs of the rule and form 

amendments, as well as their potential 

effects on efficiency, competition, and 

capital formation. Some of the 

amendments reflect current practice,77

so they will likely not have significant 

economic effects. In addition, where 

certain benefits or costs of electronic 

filing apply to multiple amendments, 


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78The format requirement for electronic filings on 

EDGAR under the amendments would be dictated 

by the EDGAR Filer Manual, which allows for 

HTML or ASCII submissions subject to certain 

exceptions. See EDGAR Filer Manual (Volume II) 

version 61 (Mar. 2022), at 2.1 and 5.2. For select 

submissions, the EDGAR Filer Manual accepts PDF 

format. See EDGAR Filer Manual (Volume II) 

version 61 (Mar. 2022), at 5.2.3. The revised EDGAR 

Filer Manual will include foreign language 

documents and certifications that a security has 

been approved by an exchange for listing and 

registration among the list of PDF submissions. The 

benefits and costs discussed in this section with 

respect to electronic filings instead of the current 

paper or email submissions are those that we would 

expect to be realized from HTML, ASCII, or PDF 

submissions on EDGAR. These benefits and costs 

substantially arise to the same extent regardless of 

whether the filer uses the ASCII, HTML, or PDF 

format. All three formats are widely used, and none 

of them requires significant special expertise for 

their preparation, submission, or intake. 

79The amendments also benefit filers by avoiding 

uncertainty about how to comply with paper filing 

obligations in events similar to the current COVID– 

19 pandemic. 

we discuss those benefits or costs 

together instead of repeating such 

discussion for each amendment. 

We recognize that the potential costs 

and benefits of electronic filing are 

sensitive to various assumptions, 

including the number of affected filers; 

the time burden of filing using EDGAR, 

including the type and cost of staff used, 

if any; and printing and mailing costs 

incurred under current rules. The 

economic effects on individual filers 

may vary across all filers depending on 

variables such as filer size, number of 

filings submitted, existing filing 

practices (e.g., current reliance on 

electronic document preparation; 

current experience with using EDGAR; 

use of in-house staff, brokers, or outside 

counsel for filing; number, types, and 

cost of in-house staff involved in paper 

filing; actual hours and printing and 

mailing costs required for paper filings). 

They may also vary depending on the 

amount of time required for filers to be 

trained in the use of EDGAR and any 

required related processes, and the 

amount of time to resolve any technical 

issues related to electronic filing on 

EDGAR. 

1. Benefits 

a. Electronic Submission of Form 6–K, 

Notices of Exempt Solicitation, Notices 

of Exempt Preliminary Roll-Up, Annual 

Reports on Form 11–K, Form 144, 

Development Bank Reports, 

Certifications of Approval of Exchange 

Listing, and Certain Foreign Language 

Documents 

Currently, filers have the option to 

electronically submit in EDGAR, among 

other things, documents under cover of 

Form 6–K, notices of exempt solicitation 

furnished for the information of the 

Commission pursuant to Exchange Act 

Rule 14a–6(g), notices of exempt 

preliminary roll-up communications 

furnished for the information of the 

Commission pursuant to Exchange Act 

Rule 14a–6(n), annual reports for 

employee benefit plans on Form 11–K, 

Form 144 for securities of reporting 

issuers, periodic reports and reports 

with respect to distributions of primary 

obligations from Development Banks, 

certifications made pursuant to Section 

12(d) of the Exchange Act and Exchange 

Act Rule 12d1–3 that a security has 

been approved by an exchange for 

listing and registration, and documents 

filed with the Commission pursuant to 

Section 33 of the Investment Company 

Act. The amendments would mandate 

the electronic submission in EDGAR of 

all of these documents to the 

Commission. In addition, certain foreign 

language documents currently are filed 

in paper format, but would be filed 

electronically under the amendments. 

There are several benefits to investors, 

filers, and the Commission of electronic 

submissions in EDGAR, relative to 

current submission methods. 

Electronic submissions on EDGAR 

will benefit the users of the information 

because the submissions, whether on 

the Commission’s website or through 

third-party websites, are posted faster 

compared to non-EDGAR submissions. 

Thus, the public may be able to find and 

review a filing more quickly, as a result 

of the amendments, than they are able 

to access paper filings. In addition, the 

costs associated with obtaining 

documents filed electronically on 

EDGAR will likely be reduced for those 

investors who currently access paper 

documents via third-party entities. 

To the extent that these documents 

inform investors’ decisions, this 

reduction in search costs may allow 

investors to incorporate more 

information or make quicker 

decisions.78 Further, the use of an 

online fillable form for Form 144 will 

benefit investors and other data users by 

standardizing the inputted data into a 

structured, machine-readable custom 

XML format, making it easier to extract 

and process that data. 

Electronic filings on EDGAR also 

increase the likelihood that the 

Commission receives documents 

promptly by limiting the possibility and 

risk of delay (e.g., a document getting 

lost in the mail). An increase in the 

certainty and timeliness of submissions 

ensures that the EDGAR system 

accurately reflects the status of 

submissions to the Commission. 

In addition, after initial transition 

costs, if any, filers are expected to 

broadly benefit from the amendments. 

Specifically, filers are expected to 

realize direct benefits in the form of 

reduced time required to file forms 

electronically on EDGAR, compared to a 

paper filing, and avoid copying and 

mailing expenses. For example, the use 

of a fillable Form 144 on EDGAR will 

enable the convenient input of 

information and support the electronic 

assembly of such information and 

transmission to EDGAR, without 

requiring a Form 144 filer to purchase 

or maintain additional software or 

technology, thus minimizing 

compliance costs. This modification of 

the data format language of Form 144 

would also benefit data users by 

standardizing the inputted data into a 

structured, machine-readable custom 

XML-based format data language 

specific to Form 144, thus making it 

easier to extract and process that data. 

Filers who make multiple 

submissions are likely to benefit the 

most. Electronic filing using EDGAR 

will make the filing process more 

efficient and less costly for filers 

because it will assure timely receipt of 

the filing (e.g., filers would have no 

reason to pay for premium services such 

as delivery confirmation).79

Furthermore, electronic submissions 

allow filers to produce and submit 

documents more easily during 

disruptive events—such as the COVID– 

19 pandemic—if their physical work 

facilities are inaccessible. 

Electronic submissions likewise 

increase efficiencies in record 

management and maintenance as well 

as compliance with the Commission’s 

record keeping requirements as 

electronic submissions are easier to 

store, access, search, and track. A 

reduction in search costs related to 

electronic submissions may improve 

regulatory oversight. 

Overall, for the documents currently 

submitted primarily electronically on 

EDGAR, the amendments would likely 

only yield incremental benefits for 

investors, filers, and Commission staff 

and would likely result in small 

aggregate economic effects. The 

aggregate economic effects would likely 

be greater with respect to forms filed by 

Development Banks and Form 144, as 

fewer of those are currently filed on 

EDGAR. 

b. ‘‘Glossy’’ Annual Reports to Security 

Holders 

The amendments also mandate that 

certain registrants electronically file 

their ‘‘glossy’’ annual reports to security 

holders. This could result in several 

benefits for investors, filers, and the 

Commission. 


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80See Rules 101(b)(3) and 301 of Regulation S– 

T and the EDGAR Filer Manual (Volume II) version 

61 (Mar. 2022), at 2.1 and 5.2. 

81Currently, operating company financial 

disclosures in certain periodic reports and 

registration statements are required to be structured 

in XBRL or Inline XBRL, depending on the filing 

date. Research analyzing XBRL and Inline XBRL 

disclosures have found informational benefits 

relative to unstructured disclosures. See, e.g., 

Steven F. Cahan, Seokjoo Chang, Wei Z. Siqueira, 

& Kinsun Tam, The roles of XBRL and processed 

XBRL in 10–K readability. 49 J. Bus. Fin. & Acct. 

33 (2021); Nerissa C. Brown, Brian Gale, and 

Stephanie M. Grant, How Do Disclosure Repetition 

and Interactivity Influence Investors’ Judgments? 

(working paper Dec. 15, 2021), available at https:// 

ssrn.com/abstract=3557891 (retrieved from SSRN 

Elsevier database); Jacqueline L. Birt, Kala 

Muthusamy, and Poonam Bir, XBRL and the 

qualitative characteristics of useful financial 

information, 30 Acct. Research J. 107 (2017), 

available at https://www.emerald.com/insight/ 

publication/issn/1030-9616. 

82The Commission currently makes XBRL 

datasets for operating company financial statements 

and footnotes and mutual fund risk/return 

summaries available on its website. See DERA Data 

Library, https://www.sec.gov/dera/data. 

83Filers can set up a Form ID by following the 

processes detailed in Volume I of the EDGAR Filer 

Manual. Once a Form ID has been successfully 

completed and processed, EDGAR establishes a 

Central Index Key (‘‘CIK’’) number, which permits 

each authorized user to create an EDGAR access 

code, enabling the filer to use EDGAR. 

84For purposes of the Paperwork Reduction Act 

(PRA), we estimate that the additional burden to 

submit an electronic copy of the ‘‘glossy’’ annual 

report would be 2 internal burden hours per year. 

See Section V, infra. 85Specifically, we observe that approximately 23 

percent of calendar year 2019 Form 144 filers also 

submitted Form 4 filings in EDGAR, while a 

remaining two percent without Form 4 filings in 

EDGAR submitted a miscellany of other forms 

related to beneficial ownership. 86This estimate represents an extreme upper 

bound because it assumes that each named 

individual who filed at least one Form 144 in 

calendar year 2019 who is not currently associated 

with a unique CIK would need to file a Form ID. 

To the extent that some Form 144 filers are affiliates 

of issuers who may use the issuer’s CIK to file via 

EDGAR, the estimate likely overstates the required 

number of new Form IDs required and the burden 

hours associated with such applications. 

First, the amendments would ensure 

that investors have long-term access to 

‘‘glossy’’ annual reports to security 

holders in a centralized location. 

Current rules do not require the 

preservation of these reports in a 

centralized location. To the extent that 

registrants are currently posting these 

reports on their websites consistent with 

the 2016 Staff Guidance, these 

registrants could remove these reports 

from their firm websites after one year 

(e.g., at the registrant’s discretion or due 

to registrant failures, mergers, etc.). If a 

registrant were to take its ‘‘glossy’’ 

annual report to security holders off its 

website, it could be difficult and/or 

costly to obtain a copy (e.g., via a thirdparty entity) or impossible if no thirdparty has a saved copy. Under the 

amendments, documents would be 

freely available and centrally located on 

EDGAR, and investors would incur only 

minimal search costs for these reports. 

A glossy annual report repository on 

EDGAR will also benefit investors who 

may want to review and analyze 

‘‘glossy’’ annual reports to security 

holders in bulk. For these investors, a 

unified file format for ‘‘glossy’’ annual 

reports to security holders in a 

centralized location (i.e., EDGAR) 

would create opportunities for data 

processing relative to the baseline. 

Further, we expect that this 

amendment would yield benefits to 

filers similar to those discussed above 

with respect to electronic submissions 

on EDGAR. For example, some 

registrants will save on print and 

delivery costs. Such cost savings are 

likely small, but any such benefits may 

accrue to investors to the extent that 

these registrants allocate the savings to 

increase firm efficiency or return capital 

to investors. In addition, the amended 

rules will ensure that investors and 

Commission staff are able to access the 

‘‘glossy’’ annual reports to security 

holders easily, including when 

navigating disruptive events, such as 

COVID–19, when physical offices may 

be inaccessible. 

c. Inline XBRL Requirement for Form 

11–K 

The amendments require filers to tag 

the financial statements and schedules 

required in annual reports for employee 

benefit plans pursuant to Form 11–K 

using the Inline XBRL structured data 

language. Currently, reports on Form 

11–K that are filed electronically must 

be filed in HTML or ASCII.80

Requiring Form 11–K disclosures to 

be submitted in Inline XBRL could 

benefit those participating in employee 

benefit plans by facilitating analysis of 

the plan’s annual financial disclosures 

over time and relative to other plans.81

Investors in the plans’ sponsoring 

companies may also benefit from 

structured Form 11–Ks, as structured 

data may reduce processing and search 

costs incurred by investors assessing the 

employee benefit plans’ underlying 

assets and liabilities. In addition, 

requiring Form 11–K financial 

disclosures to be submitted in Inline 

XBRL could enable the development of 

additional structured data sets and tools 

to facilitate market analysis and better 

inform future policy decisions.82

2. Costs 

Requiring electronic submissions may 

result in costs to filers, including those 

associated with filing a Form ID for the 

first time to obtain the access codes 

needed to submit an application on the 

Commission’s EDGAR system.83

With respect to documents that are 

mostly submitted electronically on 

EDGAR under current rules (e.g., Form 

6–K, Notices of Exempt Solicitation, 

Certifications of Approval of Exchange 

Listing), these costs will likely be 

minimal. For documents that are not 

generally submitted electronically on 

EDGAR under current rules but would 

be required to be electronically 

submitted on EDGAR under the 

amended rules (e.g., Form 144 and 

‘‘glossy’’ annual reports to security 

holders), registrants would incur 

additional costs to upload such 

documents to EDGAR.84

For Form 144, we estimate that 

approximately 25 percent of Form 144 

filers have already prepared a Form ID 

and obtained a CIK number through 

other EDGAR filing obligations.85

Therefore, we estimate that at most 75 

percent of Form 144 filers would need 

to file a Form ID as a result of the 

amendments.86 We believe that such 

direct costs for these filers would be 

justified by the anticipated benefits from 

eliminating paper filing of Form 144. 

Given that current EDGAR filers 

represent such a small proportion of 

those who submit Form 144, our ability 

to generalize electronic filing behavior 

from this group to the full population of 

filers may be of limited reliability. To 

the extent that such filers’ behavior may 

be similar, however, we estimate that up 

to one-third of affiliates submitting a 

Form 144 who do not currently access 

EDGAR may be able to use an issuer’s 

existing connection to EDGAR or rely 

upon other support by issuers in 

meeting their Form 144 electronic filing 

obligations. These filers likely will incur 

lower costs as a result of the 

amendments than filers who cannot or 

will not use an issuer’s existing 

connection to EDGAR. We lack the data 

to quantify the difference in costs. 

We do not expect that the requirement 

to file Form 144 in a structured, XMLbased data language specific to Form 

144 (‘‘custom XML,’’ here ‘‘Form 144- 

specific XML’’) will impose any 

incremental compliance costs on Form 

144 filers, as these filers will have the 

option of entering their disclosures 

directly into a fillable web form. The 

fillable web form will render into Form 

144-specific XML in EDGAR, rather 

than filing directly in Form 144-specific 

XML using the technical specifications 

published on the Commission’s website. 

We expect that completing this XMLbased fillable form will not require any 

more time than completing the paper 


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87The Commission’s EDGAR electronic filing 

system generally requires filers to use ASCII or 

HTML for their document submissions, subject to 

certain exceptions. See EDGAR Filer Manual 

(Volume II) version 61 (Mar. 2022), at 5.1; 17 CFR 

232.301 (incorporating EDGAR Filer Manual into 

Regulation S–T). See also 17 CFR 232.101 (setting 

forth the obligation to file electronically on 

EDGAR). 

88See supra note 31. 

89An AICPA survey of 1,032 reporting companies 

with $75 million or less in market capitalization in 

2018 found an average cost of $5,850 per year, a 

median cost of $2,500 per year, and a maximum 

cost of $51,500 per year for fully outsourced XBRL 

creation and filing, representing a 45% decline in 

average cost and a 69% decline in median cost 

since 2014. See Michael Cohn, AICPA sees 45% 

drop in XBRL costs for small companies, Acct. 

Today, August 15, 2018, available at https://

www.accountingtoday.com/news/aicpa-sees-45- 

drop-in-xbrl-costs-for-small-reporting-companies 

(retrieved from Factiva database). A NASDAQ 

survey of 151 listed issuers in 2018 found an 

average XBRL compliance cost of $20,000 per 

quarter, a median XBRL compliance cost of $7,500 

per quarter, and a maximum XBRL compliance cost 

of $350,000 per quarter. See letter from Nasdaq, Inc. 

dated March 21, 2019 to the Request for Comment 

on Earnings Releases and Quarterly Reports, 

Release No. 33–10588 (Dec. 18, 2018) [83 FR 

65601]. For purposes of the Paperwork Reduction 

Act (PRA), we estimate that the additional burden 

on 11–K filers to submit statements and schedules 

in Inline XBRL would be approximately 65 hours 

of internal time and $7,500 for outside professional 

costs per year. See Section V, infra. 

90See id. 

91See Rules 405 and 406 of Regulation S–T and 

Items 601(b)(101) and 601(b)(104) of Regulation S– 

K. 

form or filing an HTML or ASCII 

document (as is required for most other 

EDGAR forms).87

One commenter 88 indicated that 

entities filing Form 144 on behalf of 

many clients may experience an 

increase in costs as a result of the 

amendments. We believe such costs 

would be justified by the benefits of 

mandated electronic Form 144 filing, 

including the reduction in costs for 

investors and other market participants 

to retrieve these documents. 

As noted above, there are over 7,400 

registrants who would be required to 

file their ‘‘glossy’’ annual reports to 

security holders electronically on 

EDGAR under the amendments. We 

expect that their costs will be mitigated 

since these registrants are already 

electronically filing documents on 

EDGAR, such as Form 10–K, 20–F, or 

40–F. For filers submitting documents 

electronically to EDGAR for the first 

time, any initial setup costs would 

likely be offset by lower ongoing, 

marginal costs over time. 

Requiring Inline XBRL structuring of 

annual financial statements and 

schedules required by Form 11–K will 

result in additional compliance costs for 

filers relative to the current baseline, as 

filers will be required to tag and review 

the required Form 11–K financial 

disclosures before filing them with the 

Commission.89 Various XBRL and Inline 

XBRL preparation solutions have been 

developed and used by operating 

companies and open-end fund filers to 

fulfill their existing structuring 

requirements. In addition, some 

evidence suggests that, for operating 

companies, XBRL compliance costs 

have decreased over time.90

Further, while Form 11–Ks are filed 

by employee benefit plans, which are 

not currently subject to other Inline 

XBRL filing requirements, the plans’ 

sponsoring companies (i.e., the 

employers) are subject to Inline XBRL 

requirements for publicly filed annual 

and interim financial statements, among 

other disclosures.91 To the extent that a 

plan shares compliance systems with 

the sponsoring company, the Inline 

XBRL compliance costs incurred may be 

somewhat mitigated. 

The amendments could reduce 

revenue for market information 

aggregators who currently aggregate 

Form 144 information from nonelectronic fillings into databases and 

provide access to such databases to 

various users of this data for a fee. The 

reduction in revenue could be mitigated 

by the lower cost of retrieving 

information that is filed in an electronic 

format. Data aggregators could sell fewer 

subscriptions to make the same profit or 

lower the fee that they charge which 

might make their services continue to be 

attractive even with the electronic 

availability of the filings. 

3. Efficiency, Competition, and Capital 

Formation 

For forms largely already submitted 

on EDGAR, we expect the amendments 

to lead to minimal changes in costs and 

have only incremental benefits. 

Therefore, the mandatory electronic 

filing on EDGAR of these forms will 

likely only marginally affect efficiency, 

competition, or capital formation. For 

other documents, such as Form 144, the 

amendments are expected to make the 

filing process more efficient by making 

it easier and less costly for filers to 

assure timely receipt of the filing. 

As previously noted, electronic filings 

on EDGAR will increase the timeliness 

or ease with which the public can 

access the documents. Insofar as 

investors incorporate these documents 

into their information sets, easier or 

quicker access could result in lower 

search costs or more efficient decisionmaking. To the extent that there is 

value-relevant information in these 

filings, prices may become more 

efficient, which should help to facilitate 

capital formation (e.g., by enhancing 

valuation quality). These benefits are 

potentially magnified during disruptive 

events, such as COVID–19, which can 

make it difficult for registrants to make 

submissions in non-electronic form and 

thus impede timely access to 

information. Moreover, as electronic 

filings often lead to lower ongoing, 

marginal costs for filers, compared to, 

for example, paper filings, the filing 

process may become more efficient, 

especially over the medium and longer 

term. 

The amendments may, however, 

reduce some investors’ or market 

information aggregators’ competitive 

advantages. Particularly, market 

information aggregators whose present 

role includes converting paper filings of 

Form 144 to an electronic information 

source may find that this service is less 

attractive to data users due to those 

users’ ability to access these filings 

directly due to the rule changes. These 

information aggregators’ loss of 

competitive advantage in converting 

paper filings of Form 144 to an 

electronic information source may 

reduce their revenue and thus may 

affect their ability to offer other 

ancillary services that are valuable to 

data users. 

D. Reasonable Alternatives 

In formulating the amendments, we 

considered requiring some, but not all, 

of the affected documents to be filed 

electronically on EDGAR. This 

alternative would reduce the benefits, 

compared to the amendments, but also 

would reduce the initial transition 

burden for filers that do not have other 

electronic disclosure obligations on 

EDGAR. As discussed above, however, 

many of the filers of affected documents 

already file these or other documents 

electronically on EDGAR. For Form 144, 

for which most of the current filings are 

not made on EDGAR, the benefits of 

electronic filing on EDGAR for both 

filers and investors, such as the speed 

of public dissemination, justify the 

costs. Further, any setup costs for first 

time filers are at least partially offset by 

lower marginal costs. 

Given the significant number of 

submissions via email in response to the 

temporary Form 144 staff no-action 

position, we could have made this 

manner of filing a permanent option for 

Form 144 filers. Such an alternative 

would allow filers to avoid the direct 

costs of transitioning to filing 

electronically using EDGAR. Such an 

alternative, however, would result in 

filers incurring expenses in scanning the 

forms and emailing them to the 

Commission. Additionally, filers would 

forgo potential direct benefits in the 


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92Paper filings submitted via email based on the 

staff’s no-action position are available at https://

www.sec.gov/corpfin/form-144-email. 

93 44 U.S.C. 3501 et seq. 

94 44 U.S.C. 3507(d); 5 CFR 1320.11. 

95As described below, our estimates for Schedule 

14A and Schedule 14C take into account the burden 

that would be incurred under the amendments to 

require electronic submission of the ‘‘glossy’’ 

annual report to security holders. Schedules 14A 

and 14C require disclosure under Subpart 400 of 

Regulation S–K. This disclosure is often 

incorporated, in relevant part, into Part III of a 

registrant’s Form 10–K and is provided as part of 

the ‘‘glossy’’ annual report to security holders. 

Therefore, we have not separately calculated 

burden requirements for Form 10–K. 

96See id. 

97Forms 20–F and 40–F provide the disclosure 

requirements for the annual reports of foreign 

private issuers, which are included in the ‘‘glossy’’ 

annual reports to security holders. Therefore, we 

have not separately calculated burden requirements 

for Form 6–K. 

98The paperwork implications of the changes to 

mandate electronic filing of Form 144 would be 

reflected in Form ID. 

99 15 U.S.C. 77aaa et seq. 

100 15 U.S.C. 80a et seq. 

101 17 CFR 232.10(b). 

102See supra Section II.A. 

form of reduced time required to file 

forms electronically. Such costs could 

be higher for filers who make multiple 

submissions per year and for filings 

with multiple pages. 

Data users might also incur higher 

costs under this alternative since the 

site used to access Form 144 email 

submissions, for example, is distinct 

from EDGAR. Specifically, under this 

alternative, a data user interested in 

obtaining the information from all Form 

144 filings pertaining to a given filer 

would be required to search both 

EDGAR and the daily folders posted to 

the Form 144 website.92 Furthermore, 

Form 144 data submitted via email 

submissions is not structured, therefore 

analysis that would require aggregating 

data from multiple submissions would 

be more difficult or most costly to 

perform. 

As an alternative, we could have 

required Form 144 to be filed in Inline 

XBRL, which is designed for business 

reporting and is both machine-readable 

and human-readable. Compared to the 

amendments, the Inline XBRL 

alternative for Form 144 would have 

provided more sophisticated validation, 

presentation, and reference features for 

filers and data users. However, the 

Inline XBRL alternative would also have 

imposed initial implementation costs 

(e.g., learning how to prepare filings in 

Inline XBRL, licensing Inline XBRL 

filing preparation software) upon filers 

that do not have prior experience in 

structuring data in Inline XBRL. In 

contrast, because the amendments will 

allow filers to submit Form 144 using an 

online fillable form, filers that lack 

experience structuring data in a custom 

XML-based data language will not incur 

such implementation costs. 

We also considered permitting 

registrants to post their ‘‘glossy’’ annual 

reports to security holders on their 

websites in lieu of electronic 

submission consistent with the 2016 

Staff Guidance. While this alternative 

might reduce costs for registrants who 

currently post ‘‘glossy’’ annual reports 

to security holders on their websites, we 

do not anticipate that the costs of 

submitting these reports on EDGAR 

would be unduly burdensome for most 

filers. Further, this alternative would 

also reduce the benefits compared to the 

amendment, because it would not offer 

market participants access to ‘‘glossy’’ 

annual reports to security holders in a 

centralized location. 

V. Paperwork Reduction Act 

A. Background 

Certain provisions of our rules, 

schedules, and forms that will be 

affected by the amendments contain 

‘‘collection of information’’ 

requirements within the meaning of the 

Paperwork Reduction Act of 1995 

(‘‘PRA’’).93 The Commission is 

submitting the final amendments to the 

Office of Management and Budget 

(‘‘OMB’’) for review in accordance with 

the PRA.94 The titles for the collections 

of information are: 

• Schedule 14A (OMB Control Number 

3235–0059) 95

• Schedule 14C (OMB Control Number 

3235–0057) 96

• Form 20–F (OMB Control Number 

3232–0288) 97

• Form 40–F (OMB Control Number 

3235–0381) 

• Form 11–K (OMB Control Number 

3235–0082) 

• Form ID (OMB Control Number 3235– 

0328) 98

An agency may not conduct or 

sponsor, and a person is not required to 

comply with, a collection of information 

unless it displays a currently valid OMB 

control number. Compliance with the 

information collections is mandatory. 

Responses to the information collections 

are not kept confidential and there is no 

mandatory retention period for the 

information disclosed. Schedule 14A, 

Schedule 14C, Form 20–F, Form 40–F, 

and Form 11–K were adopted under the 

Securities Act and the Exchange Act. 

The schedules and forms set forth the 

disclosure requirements for periodic 

and current reports, proxy statements, 

and information statements filed to help 

investors make informed investment 

and voting decisions. Form ID, adopted 

under the Securities Act, the Exchange 

Act, the Trust Indenture Act of 1939,99

and the Investment Company Act of 

1940,100 is used by registrants, 

individuals, third party filers or their 

agents to request access codes that 

permit the filing of documents on 

EDGAR in accordance with Rule 10 of 

Regulation S–T.101 The hours and costs 

associated with preparing, filing, and 

sending the schedules and forms 

constitute reporting and cost burdens 

imposed by each collection of 

information. 

A description of the final 

amendments, including the need for the 

information and its intended use, as 

well as a description of the likely 

respondents, can be found in Section II 

above. A discussion of the economic 

effects of the amendments can be found 

in Section IV above. 

B. Summary of the Comment Letters and 

the Effect of the Final Amendments on 

Existing Collections of Information 

As described in more detail above, we 

are adopting final amendments to 

update filing requirements under our 

EDGAR system. The amendments would 

(1) mandate the electronic filing or 

submission of the documents that are 

currently permitted electronic 

submissions under Regulation S–T; 102

(2) mandate the electronic submission of 

the ‘‘glossy’’ annual report to security 

holders; (3) mandate the electronic 

filing of the certification made pursuant 

to the Exchange Act and its rules that a 

security has been approved by an 

exchange for listing and registration; (4) 

mandate the use of Inline XBRL for the 

filing of the financial statements and 

accompanying notes to the financial 

statements required by Form 11–K; and 

(5) provide for the electronic submission 

of certain foreign language documents. 

The amendments do not change the 

nature or extent of any of the 

information that is currently collected 

under Rule 101(b), the foreign language 

documents submitted under Rule 306 of 

Regulation S–T, or the certifications 

filed under Exchange Act Rule 12d1–3. 

However, as discussed below, we expect 

that the change to require an electronic 

format will result in certain changes in 

the information collection burden of 

associated forms, schedules, reports, 

and applications. We did not receive 

any comment letters regarding our PRA 

estimates related to these amendments 

from either the Updating EDGAR 

Proposing Release or the Rule 144 

Proposing Release. 


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103We recognize that the costs of retaining 

outside professionals may vary depending on the 

nature of the professional services, but for purposes 

of this PRA analysis, we estimate that such costs 

would be an average of $400 per hour. This estimate 

is based on consultations with several registrants, 

law firms, and other entities that regularly assist 

registrants in preparing and filing documents with 

the Commission. 

104While the current standard burden for Form 

11–K is 100% internal, as noted below, in light of 

the nature of these amendments, we estimate that 

the Form 11–K burden of the amendments will be 

allocated 75% to internal hours and 25% to outside 

professional costs. 

105See Inline XBRL Adopting Release, supra note 

52. 

106Until now, the burden associated with the 

preparation of Form 11–K has been borne entirely 

by filers. In other words, registrants have not 

needed to retain outside professional services to 

prepare the submission. With the Inline XBRL 

tagging requirements under the amendments, we 

anticipate that registrants may retain outside 

professional services in order to tag the financial 

statements and accompanying notes to the financial 

statements properly. Accordingly, we are estimating 

increases for both burden hours and outside 

professional costs. 

C. Burden and Cost Estimates Related to 

the Amendments 

Below we estimate the incremental 

change in internal burden and outside 

professional cost as a result of the 

amendments. These estimates represent 

the average burden for all registrants, 

both large and small. In deriving our 

estimates, we recognize that the burdens 

will likely vary among individual 

registrants based on a number of factors, 

including the nature of their business. 

Except for Form ID, we do not believe 

that the amendments will change the 

frequency of responses to the existing 

collections of information; rather, we 

estimate that the amendments will 

change only the burden per response. 

The burden estimates were calculated 

by multiplying the estimated number of 

responses by the estimated average 

amount of time it would take a 

registrant to prepare and review the 

disclosures required under the 

amendments. For purposes of the PRA, 

the burden is allocated between internal 

burden hours and outside professional 

costs. The table below sets forth the 

percentage estimates the Commission 

typically uses for the burden allocation 

for each form. We also estimate that the 

average cost of retaining an outside 

professional is $400 per hour.103

PRA TABLE 1—STANDARD ESTIMATED BURDEN ALLOCATION FOR SPECIFIED FORMS AND SCHEDULES

Form/schedule/other Internal 

(%) 

Outside 

professionals 

(%) 

Schedules 14A and 14C ........................................................................................................................................ 75 25 

Forms 20–F and 40–F ........................................................................................................................................... 25 75 

Form 11–K ............................................................................................................................................................. 104 100 ..........................

Form ID .................................................................................................................................................................. 100 ..........................

With respect to the electronic 

submission of the ‘‘glossy’’ annual 

report to security holders, we estimate 

the amendments will impose a new 

burden that will be borne by all 

registrants required to submit ‘‘glossy’’ 

annual reports to security holders to the 

Commission. We estimate that the 

amendments will cause a registrant to 

incur an increase of 2 hours in the 

reporting burden for the annual report 

to security holders. We anticipate that 

this time would be required to prepare, 

convert into the required electronic 

format (currently PDF) if PDF is not 

already used for the report to security 

holders, and review the ‘‘glossy’’ annual 

reports to security holders to be 

submitted electronically in accordance 

with the EDGAR Filer Manual. This 

burden would be reflected in Schedules 

14A and 14C and Forms 20–F and 40– 

F as follows: 

PRA TABLE 2—ESTIMATED PRA BURDENS FOR THE ELECTRONIC SUBMISSION OF THE ‘‘GLOSSY’’ ANNUAL REPORT

Schedule/form 

Estimated 

number of 

affected 

responses 

Estimated 

incremental 

burden 

hours/form 

Total 

incremental 

burden 

hours 

Estimated 

internal 

burden 

hours 

Estimated 

outside 

professional 

hours 

Estimated 

outside 

professional 

costs/affected 

responses 

(A) (B) (C) = (A) × (B) (D) = (C) × 

(Allocation %) 

(E) = (C) × 

(Allocation %) 

(F) = (E) × $400 

Schedule 14A ........................... 6,369 2 12,738 9,553 3,185 $1,274,000 

Schedule 14C .......................... 569 2 1,138 853 284 113,600 

Form 20–F ............................... 729 2 1,458 364 1093 437,200 

Form 40–F ............................... 132 2 264 66 198 79,200 

With respect to the amendment to 

require the submission of the financial 

statements in the Form 11–K in Inline 

XBRL, we do not expect a change in the 

number of Forms 11–K submitted to the 

Commission but we do expect an 

increase in the burden per form. The 

Commission previously estimated that, 

per response, operating companies 

submitting financial information in 

Inline XBRL required 54 burden hours 

of internal time to prepare the tagged 

data and incurred a cost $6,175 for 

outside services.105 The amendments 

would subject employee purchase plans, 

savings plans, and similar plans to the 

same Inline XBRL reporting 

requirements. Therefore, we assume that 

these plans would experience similar 

burden hours and costs as do operating 

companies. We have however increased 

that burden estimate to account for the 

particular circumstances applicable to 

Form 11–K filers. 

As new XBRL filers, we anticipate 

that Form 11–K filers would experience 

additional burdens related to the onetime costs associated with becoming 

familiar with Inline XBRL reporting. 

These costs would include, for example, 

the acquisition of new software or the 

services of consultants, and/or the 

training of staff.106 We also assume that 


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107We also expect filers to benefit from access to 

an established vendor community experienced in 

applying Inline XBRL tagging to Commission 

filings. 

108We estimate, for the Form 11–K financial 

information Inline XBRL requirement, that in the 

first year the one-time cost would be an additional 

27 hours (54 × 0.5) and $3,087.5 in external costs 

($6,175 × 0.5). 

109We estimate that for the second year the 

additional one-time hour burden and cost of the 

Form 11–K financial information XBRL requirement 

would be 6.75 hours (27 hours¥(27 × 0.75 = 20.25 

hours)) and $771.87 ($3,087.5¥($3,087.5 × 0.75 = 

$2,315.63)). For the third year, we estimate that 

these hour burdens and costs would be 1.69 hours 

(6.75 hours¥(6.75 × 0.75 = 5.06 hours)) and 

$192.97 ($771.87¥($771.87 × 0.75 = $578.90)). 

Thus the three year average of the additional 

incremental burden of the Form 11–K financial 

information XBRL requirement would be (27 + 6.75 

+ 1.69)/3 = 11.81 hours of internal in-house time, 

and ($3,087.5 + $771.87 + $192.97)/3 = $1,350.78 

in external costs. 

110This estimate was calculated by adding the 

estimated XBRL hour burden for operating 

companies (54 hrs) plus the average additional 

incremental hour burden for Form 11–K filers 

(11.81), then multiplying the sum by the estimated 

number of Form 11–K filers (1,066), or (54 + 11.81) 

× 1,066 = 70,153. 

111This estimate was calculated by adding the 

estimated XBRL cost burden for operating 

companies ($6,175) plus the average additional 

incremental cost burden for Form 11–K filers 

($1,350), then multiplying the sum by the estimated 

number of Form 11–K filers (1,066), or ($6,175 + 

$1,350) × 1,066 = $8,021,650. 

112These estimates assume that filers of Form 144 

submissions in our data are not also affiliates of 

other issuers. Because we lack data on the holdings 

of filers in securities of issuers other than those 

disclosed in the Form 144, we are unable to identify 

any filers that are such affiliates. 

113Specifically, we observe that approximately 23 

percent of calendar year 2019 Form 144 filers also 

submitted Form 4 filings in EDGAR, while a 

remaining two percent without Form 4 filings in 

EDGAR submitted a miscellany of other forms in 

EDGAR related to beneficial ownership. 

114 12,250 × 0.75 = 9,187.5. This estimate 

represents an extreme upper bound because it 

assumes that each named individual who filed at 

least one Form 144 in calendar year 2019 who is 

not currently associated with a unique CIK would 

need to file a Form ID. To the extent that some Form 

144 filers are affiliates of issuers who may use the 

issuer’s CIK to file via EDGAR, the estimate likely 

overstates the required number of new Form IDs 

required and the burden hours associated with such 

applications. 

115 9,190 × 0.15 = 1,378.5. 

116 5 U.S.C. 601 et seq. 

117 5 U.S.C. 553. 

118 5 U.S.C. 604. 

these one-time costs would decline in 

the second and third year of compliance 

with the amendments, as Form 11–K 

filers become more efficient at preparing 

submissions using Inline XBRL.107 We 

assume that the one-time cost would 

result in a 50% incremental increase in 

the internal burdens and external costs 

of structuring the data in the financial 

statements and accompanying footnotes 

of the financial statements to Form 11– 

K.108 These additional incremental costs 

would decline in the second and third 

years by 75% from the immediately 

preceding year.109 Accordingly, we 

estimate that the amendment to require 

Form 11–K filers to submit the financial 

information in Inline XBRL would, for 

each filer, result in incremental PRA 

burdens of 11.81 hours of internal time 

and $1,350.78 in costs for outside 

professional services, in addition to the 

54 hours and $6,175 in costs noted 

above. In aggregate, we estimate these 

burdens to be 70,153 110 and 

$8,021,650,111 respectively. 

We anticipate that the mandated 

electronic filing of Form 144 with 

respect to securities issued by issuers 

subject to Exchange Act reporting 

requirements will result in a number of 

filers using EDGAR to file their Form 

144 electronically who do not currently 

do so. Filers who have not previously 

filed electronically on EDGAR must 

apply for access to file on EDGAR on 

Form ID. As the majority of Form 144 

filings currently are paper or email 

filings, most filers would have to modify 

their processes for submitting their 

Form 144 filings. Based on past filings, 

we estimate that approximately 12,250 

filers will be required to switch from 

paper filings to electronic filing of their 

Form 144.112

Of those 12,250 filers, however, we 

estimate that 25 percent have already 

filed a Form ID through other EDGAR 

filing obligations.113 A filer must apply 

for access to file on EDGAR on Form ID. 

Accordingly, approximately 75 percent 

of Form 144 filers (9,188 filers 114) 

would need to file a Form ID for the first 

time as a result of the amendment to 

mandate the electronic filing of Form 

144. In addition, there are currently two 

Development Banks that have not 

previously made an electronic filing on 

EDGAR that would also be required as 

a result of the amendments to file a 

Form ID to obtain the access codes that 

are required to file or submit a 

document on EDGAR. 

We estimate that respondents require 

0.15 hours to complete the Form ID and, 

for purposes of the PRA, that 100 

percent of the burden of preparation for 

Form ID is carried by the respondent 

internally. Therefore, we estimate that 

this amendment will result in an 

incremental increase of 1,378.50 annual 

burden hours for Form ID.115

The tables below illustrate the 

estimated incremental change to the 

total annual compliance burden of the 

affected forms, in hours and in costs, as 

a result of the amendments. 

PRA TABLE 3—INCREMENTAL PAPERWORK BURDEN UNDER THE AMENDMENT

Current 

annual 

responses 

Current 

burden 

hours 

Current 

cost 

burden 

Proposed 

change in 

annual 

responses 

Proposed 

change in 

burden 

hours 

Proposed 

change in 

professional 

costs 

Proposed 

annual 

affected 

responses 

Proposed 

burden 

hours for 

affected 

response 

Proposed cost 

burden for 

affected 

responses 

(A) (B) (C) (D) (E) (F) (G) = (A) + (D) (H) = (B) + (E) (I) = (C) + (F) 

Schedule 14A ........................ 6,369 777,590 103,678,712 0 9,574 $1,276,592 6,369 787,164 $104,465,376 

Schedule 14C ........................ 569 56,356 7,514,944 0 832 111,008 569 57,188 7,625,952 

Form 20–F ............................. 729 479,261 576,824,025 0 364 437,400 729 479,625 577,261,425 

Form 40–F ............................. 132 14,237 17,084,560 0 66 79,200 132 14,303 17,163,760 

Form 11–K ............................ 1,302 39,060 0 (236) 70,153 8,021,650 1,066 109,213 8,021,650 

Form ID ................................. 57,681 8,652 0 9,190 1,379 0 66,871 10,030 0 

1We note that the decrease in responses on Form 11–K reflects the actual number of Forms received in 2020. This decrease is not the result of the amendments 

which we do not expect to affect the number of responses submitted on Form 11–K. 

VI. Final Regulatory Flexibility Act 

Analysis 

The Regulatory Flexibility Act 

(‘‘RFA’’) 116 requires the Commission, in 

promulgating rules under Section 553 of 

the Administrative Procedure Act,117 to 

consider the impact of those rules on 

small entities. We have prepared this 

Final Regulatory Flexibility Act 

Analysis (‘‘FRFA’’) in accordance with 

Section 604 of the RFA.118 An initial 

Regulatory Flexibility Analysis 

(‘‘IRFA’’) was prepared in accordance 

with the RFA and was included in the 

Proposing Release. This FRFA relates to 

the amendments to the rules and forms 

described in Section II above. 


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119 5 U.S.C. 601(6). 

120See 17 CFR 240.0–10(a). 

121Business development companies are a 

category of closed-end investment company that are 

not registered under the Investment Company Act 

[15 U.S.C. 80a–2(a)(48) and 80a–53–64]. 

122See 17 CFR 240.0–10(a). 

123This estimate is based on staff analysis of 

issuers, excluding co-registrants, subsidiaries, or 

asset-backed issuers, with EDGAR filings of Forms 

10–K, 20–F, and 40–F, or amendments to these 

forms, filed during the calendar year of January 1, 

2020, to December 31, 2020 or filed by September 

1, 2020 that, if timely filed by the applicable 

deadline, would have been filed between January 1 

and December 31, 2021. Analysis is based on data 

from XBRL filings, Compustat, and Ives Group 

Audit Analytics and manual review of filings 

submitted to the Commission. 

124See 15 U.S.C. 80a et seq. The estimate is based 

upon staff analysis of issuers as of December 2021 

that have aggregate net assets under $50 million and 

whose adviser/sponsor is not affiliated with a larger 

organization (as defined by Rule 0–10 of the 

Investment Company Act). It includes registrants 

that are delinquent or have begun the deregistration 

process and may include new funds that have not 

filed their first statement with financials. 

125See supra Section II. 

A. Need for, and Objectives of, the Final 

Amendments 

The main purpose of the amendments 

is to facilitate more efficient 

transmission, dissemination, analysis, 

storage and retrieval of documents that 

are currently filed in paper. In addition, 

the amendments are intended to 

improve investors’ and other EDGAR 

users’ access to the information in these 

documents. 

The need for, and objectives of, the 

amendments are discussed in more 

detail in Section II above. We discuss 

the economic impact, including the 

estimated compliance costs and 

burdens, of the amendments in Sections 

IV and V above. 

B. Small Entities Subject to the Final 

Amendments 

The final amendments will affect 

some registrants that are small entities. 

The Regulatory Flexibility Act defines 

‘‘small entity’’ to mean ‘‘small 

business,’’ ‘‘small organization,’’ or 

‘‘small governmental jurisdiction.’’ 119

For purposes of the Regulatory 

Flexibility Act, under our rules, a 

registrant, other than an investment 

company, is a ‘‘small business’’ or 

‘‘small organization’’ if it had total 

assets of $5 million or less on the last 

day of its most recent fiscal year and is 

engaged or proposing to engage in an 

offering of securities that does not 

exceed $5 million.120 An investment 

company, including a business 

development company,121 is considered 

to be a ‘‘small business’’ if it, together 

with other investment companies in the 

same group of related investment 

companies, has net assets of $50 million 

or less as of the end of its most recent 

fiscal year.122

We estimate that there are 979 issuers 

that file with the Commission, other 

than investment companies, that may be 

considered small entities.123 In 

addition, we estimate that, as of April, 

2022, there are approximately 80 

investment companies, including 12 

business development companies, 

which would be subject to the proposed 

amendments that may be considered 

small entities.124

C. Significant Issues Raised by Public 

Comments 

In the Proposing Release, we 

requested comment on all aspects of the 

IRFA, including the number of small 

entities that would be affected by the 

Proposed Rules, the existence or nature 

of the potential impact of the proposals 

on small entities discussed in the 

analysis, and how to quantify the 

impact of the Proposed Rules. We did 

not receive any comments specifically 

addressing the IRFA. We received a 

number of comments on other aspects of 

the Proposed Rules 125 and considered 

those comments in developing the 

FRFA. 

D. Projected Reporting, Recordkeeping, 

and Other Compliance Requirements 

As noted in Section IV.C., the 

amendments will not substantively 

affect the filings currently made under 

Rules 101(b)(2), (5), (6), or (9) or the 

foreign language documents submitted 

under Rule 306. Therefore, the reporting 

or compliance burdens associated with 

associated forms, schedules, reports, 

and applications for small entities will 

remain unchanged under these 

amendments. 

The amendments will however 

impose new submission obligations on 

certain registrants. In particular, the 

amendments mandate the electronic 

submission of the ‘‘glossy’’ annual 

report to security holders and the 

electronic submission in Inline XBRL 

format of the financial statements and 

accompanying notes required by Form 

11–K. In addition, to the extent that a 

filer has not previously filed documents 

on EDGAR electronically, registrants 

who previously filed or submitted in 

paper format under Rule 101(b) would 

need to apply for access to file on 

EDGAR on Form ID. 

Additionally, the amendments would 

mandate electronic filing of Form 144 

with respect to securities issued by 

companies subject to Exchange Act 

reporting requirements. We anticipate 

that this amendment would cause a 

number of filers, including small 

entities, using EDGAR to file their Form 

144 electronically who do not currently 

do so, thereby modestly increasing their 

compliance obligations. 

Section II discusses the amendments 

in detail. Sections IV and V discuss the 

economic impact, including the 

estimated costs and benefits, of the 

amendments to all affected entities. 

Compliance with certain provisions of 

the amendments may require the use of 

professional skills, including legal and 

technical skills. 

E. Agency Action To Minimize Effect on 

Small Entities 

The RFA directs us to consider 

alternatives that would accomplish our 

stated objectives, while minimizing any 

significant adverse effect on small 

entities. Accordingly, we considered the 

following alternatives: 

• Establishing different compliance or 

reporting requirements or timetables 

that take into account the resources 

available to small entities; 

• Clarifying, consolidating or 

simplifying compliance and reporting 

requirements for small entities under 

our rules as revised by the amendments; 

• Using performance rather than 

design standards; and 

• Exempting small entities from 

coverage of all or part of the 

amendments. 

Partially or completely exempting 

small entities from the electronic filing 

requirements would undermine our 

stated objective of facilitating more 

efficient transmission, dissemination, 

analysis, storage and retrieval of 

documents that are currently filed in 

paper, and we expect any increased 

burden associated with most of the 

proposed amendments to be small. With 

respect to the amendments to mandate 

the electronic submission of ‘‘glossy’’ 

annual reports to security holders and 

the proposed amendments to mandate 

the use of Inline XBRL for the filing of 

financial statements and accompanying 

notes to the financial statements 

required by Form 11–K, we are 

providing six-month and three-year 

transition periods, respectively, for all 

registrants, including small entities. 

We believe these transition periods 

will provide adequate time for all filers 

to prepare for and manage the burdens 

associated with these new obligations. 

Moreover, to the extent that the 

amendments increase the ease and 

efficiency with which certain 

documents can be submitted to the 

Commission, they should benefit all 

filers, including small entities. In this 

regard, it appears that few filers 

currently take advantage of paper filing 

options under our current rules. For 

these reasons, we do not believe that it 


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is necessary to establish different 

compliance timetables or reporting 

requirements for small entities or to 

clarify, consolidate or simplify the 

requirements. 

The amendments use design rather 

than performance standards in order to 

promote uniform filing requirements for 

all registrants. 

VII. Statutory Authority 

The amendments contained in this 

document are being adopted under the 

authority set forth in Sections 6, 7, 8, 10 

and 19(a) of the Securities Act, Sections 

3, 12, 13, 14, 15(d), 16, 23(a) and 35A 

of the Exchange Act, and Sections 10 

and 38 of the Investment Company Act. 

List of Subjects in 17 CFR Parts 230, 

232, 239, 240 and 249 

Reporting and recordkeeping 

requirements, Securities. 

For the reasons set out in the 

preamble, the Commission proposes to 

amend title 17, chapter II of the Code of 

Federal Regulations as follows: 

PART 230—GENERAL RULES AND 

REGULATIONS, SECURITIES ACT OF 

1933 

■ 1. The general authority citation for 

part 230 continues to read as follows: 

Authority: 15 U.S.C. 77b, 77b note, 77c, 

77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, 

78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note, 

78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 

28, 80a–29, 80a–30, and 80a–37, and Pub. L. 

112–106, sec. 201(a), sec. 401, 126 Stat. 313 

(2012), unless otherwise noted. 

* * * * * 

■ 2. Amend § 230.144 by: 

■ a. Revising paragraph (h)(1); 

■ b. Redesignating paragraph (h)(2) as 

(h)(3); and 

■ c. Adding a new paragraph (h)(2). 

The revisions and additions to read as 

follows: 

§ 230.144 Persons deemed not to be 

engaged in a distribution and therefore not 

underwriters. 

* * * * * 

(h) Notice of proposed sale. (1) 

Reporting issuers. If the issuer is, and 

has been for a period of at least 90 days 

immediately before the sale, subject to 

the reporting requirements of section 13 

or 15(d) of the Exchange Act and the 

amount of securities to be sold in 

reliance upon this rule during any 

period of three months exceeds 5,000 

shares or other units or has an aggregate 

sale price in excess of $50,000, a notice 

on Form 144 (§ 239.144 of this chapter) 

shall be filed electronically with the 

Commission. 

(2) Non-reporting issuers. If the issuer 

is not subject to the reporting 

requirements of section 13 or 15(d) of 

the Exchange Act, and the amount of 

securities to be sold in reliance upon 

this rule during any period of three 

months exceeds 5,000 shares or other 

units or has an aggregate sale price in 

excess of $50,000, three copies of a 

notice on Form 144 (§ 239.144 of this 

chapter) shall be filed with the 

Commission. 

* * * * * 

■ 3. Amend § 230.158 by revising 

paragraph (b)(2) to read as follows: 

§ 230.158 Definitions of certain terms in 

the last paragraph of section 11(a). 

* * * * * 

(b) * * * 

(2) Has filed its report or reports on 

Form 10–K, Form 10–Q, Form 8–K, 

Form 20–F, Form 40–F, or Form 6–K, or 

has submitted to the Commission in 

electronic format, in accordance with 

the EDGAR Filer Manual, its annual 

report sent to security holders pursuant 

to Rule 14a–3(c) (§ 240.14a–3(c) of this 

chapter) containing such information. A 

registrant may use other methods to 

make an earning statement ‘‘generally 

available to its security holders’’ for 

purposes of the last paragraph of section 

11(a). 

* * * * * 

PART 232—REGULATION S–T— 

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 4. The general authority citation for 

part 232 continues to read in part as 

follows: 

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 

77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 

78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 

80a–30, 80a–37, 7201 et seq.; and 18 U.S.C. 

1350, unless otherwise noted. 

* * * * * 

■ 5. Amend § 232.101 by: 

■ a. Revising paragraphs (a)(1)(i) and 

(iii); 

■ b. Removing the word ‘‘and’’ at the 

end of paragraph (a)(1)(xix); 

■ c. Adding and reserving paragraphs 

(a)(1)(xxii) through (xxx); 

■ d. Removing and reserving paragraphs 

(b)(1) through (6), and (9); 

■ e. Revising the paragraph (c) heading 

and introductory text; and 

■ f. Removing and reserving paragraphs 

(c)(6) and (8). 

The revisions and additions to read as 

follows: 

§ 232.101 Mandated electronic 

submissions and exceptions. 

(a) * * * 

(1) * * * 

(i) Registration statements and 

prospectuses filed pursuant to the 

Securities Act (15 U.S.C. 77a, et seq.) or 

registration statements filed pursuant to 

Section 12(b) or 12(g) of the Exchange 

Act (15 U.S.C. 78l(b) or (g)), and 

certifications that a security has been 

approved by an exchange for listing and 

registration filed pursuant to Section 

12(d) of the Exchange Act (15 U.S.C. 

78l(d)) and § 240.12d1–3 of this chapter 

(Rule 12d1–3) under the Exchange Act. 

The certification that a security has been 

approved by an exchange for listing and 

registration must be made on EDGAR in 

the electronic format required by the 

EDGAR Filer Manual, as defined in 

§ 232.11 of this chapter (Rule 11 of 

Regulation S–T). Notwithstanding 

§ 232.104 of this chapter (Rule 104 of 

Regulation S–T), the certification filed 

under this paragraph will be considered 

as officially filed with the Commission; 

* * * * * 

(iii) Statements, reports and schedules 

filed with the Commission pursuant to 

sections 13, 14, 15(d) or 16(a) of the 

Exchange Act (15 U.S.C. 78m, 78n, 

78o(d), 78p(a)), and proxy materials 

required to be furnished for the 

information of the Commission 

pursuant to Rules 14a–3 and 14c–3 or in 

connection with annual reports on Form 

10–K (§ 249.310 of this chapter) filed 

pursuant to section 15(d) of the 

Exchange Act; 

Note 1 to paragraph (a)(1)(iii). 

Electronic filers filing Schedules 13D 

and 13G with respect to foreign private 

issuers should include in the 

submission header all zeroes (i.e., 00– 

0000000) for the IRS tax identification 

number because the EDGAR system 

requires an IRS number tag to be 

inserted for the subject company as a 

prerequisite to acceptance of the filing. 

Note 2 to paragraph (a)(1)(iii). Foreign 

private issuers must file or submit their 

Form 6–K reports (§ 249.306 of this 

chapter) in electronic format. 

* * * * * 

(xxii) [Reserved] 

(xxiii) [Reserved] 

(xxiv) Annual reports to security 

holders furnished for the information of 

the Commission under § 240.14a–3(c) of 

this chapter or § 240.14c–3(b) of this 

chapter, under the requirements of Form 

10–K (§ 249.310 of this chapter) filed by 

registrants under Exchange Act Section 

15(d) (15 U.S.C. 78o(d)), or by foreign 

private issuers filed on Form 6–K 

(§ 249.306 of this chapter) under 

§ 240.13a–16 of this chapter or 

§ 240.15d–16 of this chapter; 

(xxv) Notices of exempt solicitation 

furnished for the information of the 

Commission pursuant to Rule 14a–6(g) 

(§ 240.14a–6(g) of this chapter) and 

notices of exempt preliminary roll-up 


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communications furnished for the 

information of the Commission 

pursuant to § 240.14a–6(n) of this 

chapter (Rule 14a–6(n)); 

(xxvi) Form 11–K (§ 249.311 of this 

chapter); 

(xxvii) Form 144 (§ 239.144 of this 

chapter), where the issuer of the 

securities is subject to the reporting 

requirements of Section 13 or 15(d) of 

the Exchange Act (15 U.S.C. 78m or 

78o(d), respectively); 

(xxviii) Periodic reports and reports 

with respect to distributions of primary 

obligations filed by: 

(A) The International Bank for 

Reconstruction and Development under 

Section 15(a) of the Bretton Woods 

Agreements Act (22 U.S.C. 286k–1(a)) 

and part 285 of this chapter; 

(B) The Inter-American Development 

Bank under Section 11(a) of the InterAmerican Development Bank Act (22 

U.S.C. 283h(a)) and part 286 of this 

chapter; 

(C) The Asian Development Bank 

under Section 11(a) of the Asian 

Development Bank Act (22 U.S.C. 

285h(a)) and part 287 of this chapter; 

(D) The African Development Bank 

under Section 9(a) of the African 

Development Bank Act (22 U.S.C. 290i– 

9(a)) and part 288 of this chapter; 

(E) The International Finance 

Corporation under Section 13(a) of the 

International Finance Corporation Act 

(22 U.S.C. 282k(a)) and part 289 of this 

chapter; and 

(F) The European Bank for 

Reconstruction and Development under 

Section 9(a) of the European Bank for 

Reconstruction and Development Act 

(22 U.S.C. 290l–7(a)) and part 290 of 

this chapter; 

(xxix) A report or other document 

submitted by a foreign private issuer 

under cover of Form 6–K (§ 249.306 of 

this chapter) that the issuer must 

furnish and make public under the laws 

of the jurisdiction in which the issuer is 

incorporated, domiciled or legally 

organized (the foreign private issuer’s 

‘‘home country’’), or under the rules of 

the home country exchange on which 

the issuer’s securities are traded, as long 

as the report or other document is not 

a press release, is not required to be and 

has not been distributed to the issuer’s 

security holders, and, if discussing a 

material event, has already been the 

subject of a Form 6–K or other 

Commission filing or submission on 

EDGAR; and 

(xxx) Documents filed with the 

Commission pursuant to section 33 of 

the Investment Company Act (15 U.S.C. 

80a–32). 

* * * * * 

(c) Documents that shall not be 

submitted in electronic format on 

EDGAR. Except as otherwise specified 

in paragraph (d) of this section, the 

following shall not be submitted in 

electronic format on EDGAR: 

* * * * * 

■ 6. Amend § 232.306 by revising the 

first sentence of paragraph (a) and 

paragraphs (b) and (c) to read as follows: 

§ 232.306 Foreign language documents 

and symbols. 

(a) All electronic filings and 

submissions must be in the English 

language, except as otherwise provided 

by paragraphs (b) through (d) of this 

section. * * * 

(b) When including an English 

summary or English translation of a 

foreign language document in an 

electronic filing or submission, a party 

may also submit a copy of the 

unabridged foreign language document 

with the filing in the electronic format 

required by the EDGAR Filer Manual. A 

filer must provide a copy of any foreign 

language document upon the request of 

Commission staff. 

(c) A foreign government or its 

political subdivision must electronically 

file a fair and accurate English 

translation, if available, of its latest 

annual budget as presented to its 

legislative body, as Exhibit B to Form 18 

(§ 249.218 of this chapter) or Exhibit (c) 

to Form 18–K (§ 249.318 of this 

chapter). If no English translation is 

available, a foreign government or 

political subdivision must submit a 

copy of the foreign language version of 

its latest annual budget with the filing 

in the electronic format required by the 

EDGAR Filer Manual. 

* * * * * 

■ 7. Amend § 232.311 by: 

■ a. Revising paragraphs (b) and (c); and 

■ b. Removing and reserving paragraphs 

(d) through (f). 

The revisions to read as follows: 

§ 232.311 Documents submitted in paper 

under cover of Form SE. 

* * * * * 

(b) The Form SE shall be submitted in 

the following manner: 

(1) If the subject of a temporary 

hardship exemption is an exhibit only, 

the filer must file the exhibit and a Form 

TH (§§ 239.65, 249.447, 269.1, and 

274.404 of this chapter) under cover of 

Form SE (§§ 239.64, 249.444, 269.8, and 

274.403 of this chapter) no later than 

one business day after the date the 

exhibit was to be filed electronically. 

(2) An exhibit filed pursuant to a 

continuing hardship exemption may be 

filed up to six business days prior to, or 

on the date of filing of, the electronic 

format document to which it relates but 

shall not be filed after such filing date. 

If a paper document is submitted in this 

manner, requirements that the 

document be filed with, provided with 

or accompany the electronic filing shall 

be satisfied. 

(c) Any requirements as to delivery or 

furnishing the information to persons 

other than the Commission shall not be 

affected by this section. 

* * * * * 

■ 8. Amend § 232.405 by: 

■ a. Revising the introductory text and 

paragraphs (a)(2) and (4); 

■ b. Revising paragraph (b)(1)(ii); 

■ c. Revising paragraph (c) introductory 

text and paragraph (e) introductory text; 

and 

■ d. Revising Note 1 to § 232.405. 

The revisions read as follows: 

§ 232.405 Interactive Data File 

submissions. 

This section applies to electronic 

filers that submit Interactive Data Files. 

Section 229.601(b)(101) of this chapter 

(Item 601(b)(101) of Regulation S–K), 

General Instruction F of Form 11–K 

(§ 249.311), paragraph (101) of Part II— 

Information Not Required to be 

Delivered to Offerees or Purchasers of 

Form F–10 (§ 239.40 of this chapter), 

paragraph 101 of the Instructions as to 

Exhibits of Form 20–F (§ 249.220f of this 

chapter), paragraph B.(15) of the General 

Instructions to Form 40–F (§ 249.240f of 

this chapter), paragraph C.(6) of the 

General Instructions to Form 6–K 

(§ 249.306 of this chapter), and General 

Instruction C.3.(g) of Form N–1A 

(§§ 239.15A and 274.11A of this 

chapter), General Instruction I of Form 

N–2 (§§ 239.14 and 274.11a–1 of this 

chapter), General Instruction C.3.(h) of 

Form N–3 (§§ 239.17a and 274.11b of 

this chapter), General Instruction C.3.(h) 

of Form N–4 (§§ 239.17b and 274.11c of 

this chapter), General Instruction C.3.(h) 

of Form N–6 (§§ 239.17c and 274.11d of 

this chapter), and General Instruction 

C.4 of Form N–CSR (§§ 249.331 and 

274.128 of this chapter) specify when 

electronic filers are required or 

permitted to submit an Interactive Data 

File (§ 232.11), as further described in 

note 1 to this section. This section 

imposes content, format and submission 

requirements for an Interactive Data 

File, but does not change the 

substantive content requirements for the 

financial and other disclosures in the 

Related Official Filing (§ 232.11). 

(a) * * * 

(2) Be submitted only by an electronic 

filer either required or permitted to 

submit an Interactive Data File as 

specified by § 229.601(b)(101) of this 


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chapter (Item 601(b)(101) of Regulation 

S–K), General Instruction F of Form 11– 

K (§ 249.311), paragraph (101) of Part 

II—Information Not Required to be 

Delivered to Offerees or Purchasers of 

Form F–10 (§ 239.40 of this chapter), 

paragraph 101 of the Instructions as to 

Exhibits of Form 20–F (§ 249.220f of this 

chapter), paragraph B.(15) of the General 

Instructions to Form 40–F (§ 249.240f of 

this chapter), paragraph C.(6) of the 

General Instructions to Form 6–K 

(§ 249.306 of this chapter), General 

Instruction C.3.(g) of Form N–1A 

(§§ 239.15A and 274.11A of this 

chapter), General Instruction I of Form 

N–2 (§§ 239.14 and 274.11a–1 of this 

chapter), General Instruction C.3.(h) of 

Form N–3 (§§ 239.17a and 274.11b of 

this chapter), General Instruction C.3.(h) 

of Form N–4 (§§ 239.17b and 274.11c of 

this chapter), General Instruction C.3.(h) 

of Form N–6 (§§ 239.17c and 274.11d of 

this chapter), or General Instruction C.4 

of Form N–CSR (§§ 249.331 and 274.128 

of this chapter), as applicable; 

* * * * * 

(4) Be submitted in accordance with 

the EDGAR Filer Manual and, as 

applicable, Item 601(b)(101) of 

Regulation S–K (§ 229.601(b)(101) of 

this chapter), General Instruction F of 

Form 11–K (§ 249.311 of this chapter), 

paragraph (101) of Part II—Information 

Not Required to be Delivered to Offerees 

or Purchasers of Form F–10 (§ 239.40 of 

this chapter), paragraph 101 of the 

Instructions as to Exhibits of Form 20– 

F (§ 249.220f of this chapter), paragraph 

B.(15) of the General Instructions to 

Form 40–F (§ 249.240f of this chapter), 

paragraph C.(6) of the General 

Instructions to Form 6–K (§ 249.306 of 

this chapter), General Instruction C.3.(g) 

of Form N–1A (§§ 239.15A and 274.11A 

of this chapter), General Instruction I of 

Form N–2 (§§ 239.14 and 274.11a–1 of 

this chapter), General Instruction C.3.(h) 

of Form N–3 (§§ 239.17a and 274.11b of 

this chapter), General Instruction C.3.(h) 

of Form N–4 (§§ 239.17b and 274.11c of 

this chapter), General Instruction C.3.(h) 

of Form N–6 (§§ 239.17c and 274.11d of 

this chapter); or General Instruction C.4 

of Form N–CSR (§§ 249.331 and 274.128 

of this chapter). 

* * * * * 

(b) * * * 

(1) * * * 

(ii) As applicable, all schedules set 

forth in Article 6A of Regulation S–X 

(§§ 210.6A–01–210.6A–05) and Article 

12 of Regulation S–X (§§ 210.12–01– 

210.12–29), and all schedules prepared 

by plans in accordance with the 

financial reporting requirements of the 

Employee Retirement Income Security 

Act of 1974 (29 U.S.C. 1001 et seq.) and 

filed with the Commission on Form 11– 

K (§ 249.311). 

* * * * * 

(c) Format—Generally. An Interactive 

Data File must comply with the 

following requirements, except as 

modified by paragraph (d) or (e) of this 

section, as applicable, with respect to 

the corresponding data in the Related 

Official Filing consisting of footnotes to 

financial statements or financial 

statement schedules as set forth in 

Article 6A of Regulation S–X, Article 12 

of Regulation S–X or the financial 

reporting requirements of the Employee 

Retirement Income Security Act of 1974 

(29 U.S.C. 1001 et seq.), as applicable: 

* * * * * 

(e) Format—Schedules—Generally. 

The part of the Interactive Data File for 

which the corresponding data in the 

Related Official Filing consists of 

financial statement schedules as set 

forth in 17 CFR 210.6A–01 through 

210.6A–05) (Article 6A of Regulation S– 

X), §§ 210.12–01 through 210.12–29 of 

this chapter (Article 12 of Regulation S– 

X), or the financial reporting 

requirements of the Employee 

Retirement Income Security Act of 1974 

(29 U.S.C. 1001 et seq.), as applicable, 

must comply with the requirements of 

paragraphs (c)(1) and (2) of this section, 

as modified by this paragraph (e). Such 

financial statement schedules must be 

tagged as follows: 

* * * * * 

Note 1 to § 232.405: Section 

229.601(b)(101) of this chapter (Item 

601(b)(101) of Regulation S–K) specifies 

the circumstances under which an 

Interactive Data File must be submitted 

and the circumstances under which it is 

permitted to be submitted, with respect 

to § 239.11 of this chapter (Form S–1), 

§ 239.13 of this chapter (Form S–3), 

§ 239.25 of this chapter (Form S–4), 

§ 239.18 of this chapter (Form S–11), 

§ 239.31 of this chapter (Form F–1), 

§ 239.33 of this chapter (Form F–3), 

§ 239.34 of this chapter (Form F–4), 

§ 249.310 of this chapter (Form 10–K), 

§ 249.308a of this chapter (Form 10–Q), 

and § 249.308 of this chapter (Form 8– 

K). General Instruction F of § 249.311 of 

this chapter (Form 11–K) specifies the 

circumstances under which an 

Interactive Data File must be submitted, 

and the circumstances under which it is 

permitted to be submitted, with respect 

to Form 11–K. Paragraph (101) of Part 

II—Information not Required to be 

Delivered to Offerees or Purchasers of 

§ 239.40 of this chapter (Form F–10) 

specifies the circumstances under 

which an Interactive Data File must be 

submitted and the circumstances under 

which it is permitted to be submitted, 

with respect to Form F–10. Paragraph 

101 of the Instructions as to Exhibits of 

§ 249.220f of this chapter (Form 20–F) 

specifies the circumstances under 

which an Interactive Data File must be 

submitted and the circumstances under 

which it is permitted to be submitted, 

with respect to Form 20–F. Paragraph 

B.(15) of the General Instructions to 

§ 249.240f of this chapter (Form 40–F) 

and Paragraph C.(6) of the General 

Instructions to § 249.306 of this chapter 

(Form 6–K) specify the circumstances 

under which an Interactive Data File 

must be submitted and the 

circumstances under which it is 

permitted to be submitted, with respect 

to § 249.240f of this chapter (Form 40– 

F) and § 249.306 of this chapter (Form 

6–K). Section 229.601(b)(101) (Item 

601(b)(101) of Regulation S–K), 

paragraph (101) of Part II—Information 

not Required to be Delivered to Offerees 

or Purchasers of Form F–10, paragraph 

101 of the Instructions as to Exhibits of 

Form 20–F, paragraph B.(15) of the 

General Instructions to Form 40–F, and 

paragraph C.(6) of the General 

Instructions to Form 6–K all prohibit 

submission of an Interactive Data File 

by an issuer that prepares its financial 

statements in accordance with 17 CFR 

210.6–01 through 210.6–10 (Article 6 of 

Regulation S–X). For an issuer that is a 

management investment company or 

separate account registered under the 

Investment Company Act of 1940 (15 

U.S.C. 80a et seq.) or a business 

development company as defined in 

Section 2(a)(48) of the Investment 

Company Act of 1940 (15 U.S.C. 80a– 

2(a)(48)), General Instruction C.3.(g) of 

Form N–1A (§§ 239.15A and 274.11A of 

this chapter), General Instruction I of 

Form N–2 (§§ 239.14 and 274.11a–1 of 

this chapter), General Instruction C.3.(h) 

of Form N–3 (§§ 239.17a and 274.11b of 

this chapter), General Instruction C.3.(h) 

of Form N–4 (§§ 239.17b and 274.11c of 

this chapter), General Instruction C.3.(h) 

of Form N–6 (§§ 239.17c and 274.11d of 

this chapter), and General Instruction 

C.4 of Form N–CSR (§§ 249.331 and 

274.128 of this chapter), as applicable, 

specifies the circumstances under 

which an Interactive Data File must be 

submitted. 

PART 239—FORMS PRESCRIBED 

UNDER THE SECURITIES ACT OF 1933 

■ 9. The authority citation for part 239 

continues to read in part as follows: 

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 

77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n, 

78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, 

78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– 

10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, 


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and 80a–37; and sec. 107, Pub. L. 112–106, 

126 Stat. 312, unless otherwise noted. 

* * * * * 

Sections 239.63 and 239.64 are also issued 

under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 

77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 

78w(a), 80a–8, 80a–24, 80a–29, and 80a–37. 

■ 10. Amend Form F–10 (referenced in 

§ 239.40) by revising General Instruction 

II.L to read as follows: 

Note: The text of Form F–10 does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM F–10 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

II. * * * 

L. Where the offering registered on 

this Form is being made pursuant to the 

home jurisdiction’s shelf prospectus 

offering procedures or procedures for 

pricing offerings after the final receipt 

has been issued, each supplement to, or 

supplemented version of, the home 

jurisdiction disclosure document(s) 

prepared under such procedures shall 

be filed with the Commission in 

electronic format via the EDGAR system 

within one business day after such 

supplement or supplemented version is 

filed with the principal jurisdiction. 

Such filings shall be deemed not to 

constitute amendments to this 

registration statement. Each such filing 

shall contain in the upper right hand 

corner of the cover page the following 

legend, which may be set forth in 

longhand if legible: ‘‘Filed pursuant to 

General Instruction II.L. of Form F–10; 

File No. 33—[insert number of the 

registration statement].’’ 

Note: Offerings registered on this 

Form, whether or not made 

contemporaneously in Canada, may be 

made pursuant to National Policy 

Statement No. 44 shelf prospectus 

offering procedures and procedures for 

pricing offerings after the final receipt 

has been issued. Rules 415 and 430A 

under the Securities Act are not 

available for offerings registered on this 

Form. 

* * * * * 

■ 11. Amend Form F–X (referenced in 

§ 239.42) by: 

■ a. Revising the introductory text to 

General Instruction II; 

■ b. Removing General Instruction 

II.B.(2) and the corresponding Note on 

the cover page; and 

■ c. Redesignating General Instruction 

II.B.(3) as General Instruction II.B.(2). 

The revisions to read as follows: 

Note: The text of Form F–X does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM F–X 

APPOINTMENT OF AGENT FOR 

SERVICE OF PROCESS AND 

UNDERTAKING 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

II. A filer must file the Form F–X in 

electronic format via the Commission’s 

Electronic Data Gathering, Analysis, and 

Retrieval (EDGAR) system in accordance 

with the EDGAR rules set forth in 

Regulation S–T (17 CFR part 232). For 

assistance with EDGAR issues, please 

consult the EDGAR—Information for 

Filers web page on SEC.gov. 

* * * * * 

■ 12. Amend Form SE (referenced in 

§§ 239.64, 249.444, 269.8, and 274.403) 

by: 

■ a. On the cover page removing the text 

‘‘ll Rule 311 (Permitted Paper 

Exhibit)’’; 

■ b. Revising paragraph 1.A of the 

General Instructions; and 

■ c. Revising the first sentence of 

paragraph 3.B of the General 

Instructions. 

The revisions to read as follows: 

Note: The text of Form SE does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM SE 

FORM FOR SUBMISSION OF PAPER 

FORMAT EXHIBITS BY EDGAR 

ELECTRONIC FILERS 

* * * * * 

FORM SE GENERAL INSTRUCTIONS 

1. * * * 

A. Electronic filers must use this form 

to submit any paper format exhibit 

under the Securities Act of 1933, the 

Securities Exchange Act of 1934, the 

Trust Indenture Act of 1939, or the 

Investment Company Act of 1940, 

provided that the submission of such 

exhibit in paper is permitted under Rule 

201 or 202 of Regulation S–T 

(§§ 232.201 or 232.202 of this chapter). 

* * * * * 

3. * * * 

B. If you are filing the exhibit under 

a continuing hardship exemption under 

Rule 202 of Regulation S–T (§ 232.202 of 

this chapter), you may file the exhibit in 

paper under cover of Form SE up to six 

business days before or on the date of 

filing of the electronic format document 

to which it relates; you may not file the 

exhibit after the filing date of the 

electronic document to which it relates. 

* * * 

* * * * * 

■ 13. Amend § 239.144 by revising 

paragraph (a) to read as follows: 

(a) Except as indicated in paragraph 

(b) of this section, each person who 

intends to sell securities in reliance 

upon § 230.144 of this chapter shall file 

this form in electronic format by means 

of the Commission’s Electronic Data, 

Gathering, Analysis, and Retrieval 

system (EDGAR) in accordance with the 

EDGAR rules set forth in Regulation S– 

T (17 CFR part 232 of this chapter). 

* * * * * 

■ 14. Amend Form 144 (referenced in 

§ 239.144) by: 

■ a. Removing the text ‘‘ATTENTION: 

Transmit for filing 3 copies of this form 

concurrently with either placing an 

order with a broker to execute sale or 

executing a sale directly with a market 

maker.’’ and add in its place 

‘‘ATTENTION: This form must be filed 

in electronic format by means of the 

Commission’s Electronic Data 

Gathering, Analysis, and Retrieval 

system (EDGAR) in accordance with the 

EDGAR rules set forth in Regulation S– 

T (17 CFR part 232), except that where 

the issuer of the securities is not subject 

to the reporting requirements of section 

13 or 15(d) of the Exchange Act, this 

form must be filed in accordance with 

Securities Act Rule 144(h)(2). For 

assistance with EDGAR issues, please 

consult the EDGAR—Information for 

Filers web page on SEC.gov; 

■ b. Removing the text ‘‘INSTRUCTION: 

The person filing this notice should 

contact the issuer to obtain the I.R.S. 

Identification Number and the SEC. File 

Number.’’ and add in its place 

‘‘INSTRUCTION: The filer should 

contact the issuer to obtain the SEC. File 

Number.’’; 

■ c. Removing the data field box ‘‘1(b)’’; 

■ d. Redesignating the data field boxes 

1(c) through 1(e) as 1(b) through 1(d); 

■ e. Removing the data field box ‘‘2(c)’’; 

■ f. Removing Instructions 1(b) and 2(c); 

■ g. Redesignating Instructions 1(c) 

through 1(e) as 1(b) through 1(d); and 


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Federal Register / Vol. 87, No. 112 / Friday, June 10, 2022 / Rules and Regulations 35413 

Note: The text of Form 144 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 15. The authority citation for part 240 

continues to read, in part, as follows: 

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 

77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 

77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m, 

78n, 78n–1, 78o, 78o–4, 78o–10, 78p, 78q, 

78q–1, 78s, 78u–5, 78w, 78x, 78dd, 78ll, 

78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b– 

3, 80b–4, 80b–11, and 7201 et seq., and 8302; 

7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 

U.S.C. 1350; Pub. L. 111–203, 939A, 124 Stat. 

1376 (2010); and Pub. L. 112–106, sec. 503 

and 602, 126 Stat. 326 (2012), unless 

otherwise noted. 

* * * * * 

Sections 240.14a–3, 240.14a–13, 240.14b–1 

and 240.14c–7 also issued under secs. 12, 14 

and 17, 15 U.S.C. 781, 78n and 78g; 

Sections 240.14c–1 to 240.14c–101 also 

issued under sec. 14, 48 Stat. 895; 15 U.S.C. 

78n; 

* * * * * 

■ 16. Amend § 240.12d1–3 by revising 

paragraph (c) to read as follows: 

§ 240.12d1–3 Requirements as to 

certification. 

* * * * * 

(c) The certification must be filed in 

electronic format via the Commission’s 

Electronic Data Gathering, Analysis, and 

Retrieval (EDGAR) system in accordance 

with the EDGAR rules set forth in § 232 

of this chapter (Regulation S–T). 

■ 17. Amend § 240.14a–3 by revising 

paragraph (c) to read as follows: 

§ 240.14a–3 Information to be furnished to 

security holders. 

* * * * * 

(c) The report sent to security holders 

pursuant to this rule shall be submitted 

in electronic format, in accordance with 

the EDGAR Filer Manual, to the 

Commission, solely for its information, 

not later than the date on which such 

report is first sent or given to security 

holders or the date on which 

preliminary copies, or definitive copies, 

if preliminary filing was not required, of 

solicitation material are filed with the 

Commission pursuant to § 240.14a–6, 

whichever date is later. The report is not 

deemed to be ‘‘soliciting material’’ or to 

be ‘‘filed’’ with the Commission or 

subject to this regulation otherwise than 

as provided in this Rule, or to the 

liabilities of section 18 of the Act, 

except to the extent that the registrant 

specifically requests that it be treated as 

a part of the proxy soliciting material or 

incorporates it in the proxy statement or 

other filed report by reference. 

* * * * * 

■ 18. Amend § 240.14c–3 by revising 

paragraph (b) to read as follows: 

§ 240.14c–3 Annual report to be furnished 

security holders. 

* * * * * 

(b) The report sent to security holders 

pursuant to this rule shall be submitted 

in electronic format, in accordance with 

the EDGAR Filer Manual, to the 

Commission, solely for its information, 

not later than the date on which such 

report is first sent or given to security 

holders or the date on which 

preliminary copies, or definitive copies, 

if preliminary filing was not required, of 

the information statement are filed with 

the Commission pursuant to § 240.14c– 

5, whichever date is later. The report is 

not deemed to be ‘‘filed’’ with the 

Commission or subject to this regulation 

otherwise than as provided in this rule, 

or to the liabilities of section 18 of the 

Act, except to the extent that the 

registrant specifically requests that it be 

treated as a part of the information 

statement or incorporates it in the 

information statement or other filed 

report by reference. 

* * * * * 

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 19. The authority citation for part 249 

continues to read in part as follows: 

Authority: 15 U.S.C. 78a et seq. and 7201 

et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350; 

Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904; 

Sec. 102(a)(3) Pub. L. 112–106, 126 Stat. 309 

(2012), Sec. 107 Pub. L. 112–106, 126 Stat. 

313 (2012), and Sec. 72001 Pub. L. 114–94, 

129 Stat. 1312 (2015), and secs. 2 and 3 Pub. 

L. 116–222, 134 Stat. 1063 (2020), unless 

otherwise noted. 

Section 249.220f is also issued under secs. 

3(a), 202, 208, 302, 306(a), 401(a), 401(b), 406 

and 407, Public Law 107–204, 116 Stat. 745, 

and secs. 2 and 3, Public Law 116–222, 134 

Stat. 1063. 

Section 249.240f is also issued under secs. 

3(a), 202, 208, 302, 306(a), 401(a), 406 and 

407, Public Law 107–204, 116 Stat. 745. 

* * * * * 

Section 249.310 is also issued under secs. 

3(a), 202, 208, 302, 406 and 407, Public Law 

107–204, 116 Stat. 745. 

* * * * * 

■ 20. Amend Form 20–F (referenced in 

§ 249.220f) by adding Item 10.J to read 

as follows: 

Note: The text of Form 20–F does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM 20–F 

* * * * * 

PART I 

* * * * * 

Item 10. * * * 

J. Annual Report to Security Holders. 

If a registrant is required to provide an 

annual report to security holders in 

response to the requirements of Form 6– 

K (§ 249.306 of this chapter), the 

registrant must submit the annual report 

to security holders in electronic format 

in accordance with the EDGAR Filer 

Manual. 

* * * * * 

■ 21. Amend Form 40–F (referenced in 

§ 249.240f) by revising General 

Instruction B.(3) to read as follows: 

Note: The text of Form 40–F does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM 40–F 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

B. * * * 

(3) Registrants reporting pursuant to 

Section 13(a) or 15(d) of the Exchange 

Act should file under cover of this form 

the annual information form required 

under Canadian law and the Registrant’s 

audited annual financial statements and 

accompanying management’s discussion 

and analysis. Registrants shall furnish 

under the cover of Form 6–K all other 

information material to an investment 

decision that a Registrant: 

(i) makes or is required to make 

public pursuant to the law of the 

jurisdiction of its domicile, 

(ii) filed or is required to file with a 

stock exchange on which its securities 

are traded, or 

(iii) distributes or is required to 

distribute to its security holders. 

Note to paragraphs (1) and (3) of 

General Instruction B: If General 

Instructions B.(1) or (3) of this Form 

require a registrant to furnish an annual 

report to security holders, the registrant 

shall satisfy this requirement by 

promptly submitting an English version 

of its annual report to security holders 

in electronic format in accordance with 

the EDGAR Filer Manual. 

* * * * * 


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35414 Federal Register / Vol. 87, No. 112 / Friday, June 10, 2022 / Rules and Regulations 

■ 22. Amend Form 6–K (referenced in 

§ 249.306) by: 

■ a. On the cover page removing the text 

‘‘Indicate by check mark if the registrant 

is submitting the Form 6–K in paper as 

permitted by Regulation S–T Rule 

101(b)(1): ll 

Note: Regulation S–T Rule 101(b)(1) 

only permits the submission in paper of 

a Form 6–K if submitted solely to 

provide an attached annual report to 

security holders. 

Indicate by check mark if the 

registrant is submitting the Form 6–K in 

paper as permitted by Regulation S–T 

Rule 101(b)(7): ll 

Note: Regulation S–T Rule 101(b)(7) 

only permits the submission in paper of 

a Form 6–K if submitted to furnish a 

report or other document that the 

registrant foreign private issuer must 

furnish and make public under the laws 

of the jurisdiction in which the 

registrant is incorporated, domiciled or 

legally organized (the registrant’s ‘‘home 

country’’), or under the rules of the 

home country exchange on which the 

registrant’s securities are traded, as long 

as the report or other document is not 

a press release, is not required to be and 

has not been distributed to the 

registrant’s security holders, and, if 

discussing a material event, has already 

been the subject of a Form 6–K 

submission or other Commission filing 

on EDGAR.’’; and 

■ b. Revising paragraph C(2) of the 

General Instructions; 

■ c. Revising paragraph C(3) of the 

General Instructions; and 

■ d. Adding paragraph C(7) of the 

General Instructions. 

The revisions and additions to read as 

follows: 

Note: The text of Form 6–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM 6–K 

REPORT OF FOREIGN PRIVATE 

ISSUER PURSUANT TO RULES 13a–16 

OR 15d–16 UNDER THE SECURITIES 

EXCHANGE ACT OF 1934 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

C. * * * 

(2) An issuer may submit a Form 6– 

K in paper under a hardship exemption 

provided by Rules 201 or 202 of 

Regulation S–T (17 CFR 232.201 or 

232.202). 

Note to paragraph (2): An issuer that 

is or will be incorporating by reference 

all or part of an annual or other report 

to security holders, or of any part of a 

paper Form 6–K, into an electronic 

filing must file the incorporated portion 

in electronic format as an exhibit to the 

filing in accordance with Rule 303(b) of 

Regulation S–T (17 CFR 232.303(b)). 

(3) When submitting a Form 6–K in 

paper under a hardship exemption, an 

issuer must provide the appropriate 

legend required by either Rule 201(a)(2) 

or Rule 202(c) of Regulation S–T (17 

CFR 232.201(a)(2) or 232.202(c)) on the 

cover page of the Form 6–K. 

* * * * * 

(7) Annual Report to Security Holders. 

If General Instruction B of this form 

requires an issuer to furnish an annual 

report to security holders, the issuer 

shall satisfy this requirement by 

promptly submitting an English version 

of its annual report to security holders 

in electronic format in accordance with 

the EDGAR Filer Manual. 

* * * * * 

■ 23. Amend Form 10–K (referenced in 

§ 249.310) by revising paragraph (a) that 

follows the text ‘‘Supplemental 

Information to be Furnished With 

Reports Filed Pursuant to Section 15(d) 

of the Act by Registrants Which Have 

Not Registered Securities Pursuant to 

Section 12 of the Act’’. 

The revision reads as follows: 

Note: The text of Form 10–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

(a) Except to the extent that the 

materials enumerated in (1) and/or (2) 

below are specifically incorporated into 

this Form by reference, every registrant 

which files an annual report on this 

Form pursuant to Section 15(d) of the 

Act must furnish to the Commission for 

its information at the time of filing its 

report on this form, an electronic 

submission in accordance with the 

EDGAR Filer Manual, of the following: 

* * * * * 

■ 24. Amend Form 11–K (referenced in 

§ 249.311) by: 

■ a. Revising General Instruction E; and 

■ b. Adding paragraph 5 of Required 

Information. 

The revisions and additions to read as 

follows: 

Note: The text of Form 11–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Washington, DC 20549 

FORM 11–K 

FOR ANNUAL REPORTS OF 

EMPLOYEE STOCK PURCHASE, 

SAVINGS AND SIMILAR PLANS 

PURSUANT TO SECTION 15(d) OF 

THE SECURITIES EXCHANGE ACT OF 

1934 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

E. Electronic Filers 

Reports on this Form must be filed in 

electronic format. See Rule 101(a)(xxvi) 

of Regulation S–T (§ 232.101(a)(xxvi) of 

this chapter). 

F. Interactive Data 

All financial statements and 

schedules required to be included on 

this report on Form 11–K, including any 

financial statements and schedules 

included as an exhibit to this report 

pursuant to General Instruction D, must 

be provided as an Interactive Data File 

in accordance with Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter). 

* * * * * 

* * * * * 

■ 25. Amend Form CB (referenced in 

§ 239.800 and § 249.480) by: 

■ a. Removing the line ‘‘Filed or 

submitted in paper if permitted by 

Regulation S–T Rule 101(b)(8) [ ]’’ and 

the corresponding Note on the cover 

page; and 

■ b. Removing General Instruction 

II.A.(2) and redesignating General 

Instruction II.A.(3) and (4) as General 

Instruction II.A.(2) and (3). 

By the Commission. 

Dated: June 2, 2022. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2022–12253 Filed 6–9–22; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

22 CFR Part 42 

[Public Notice: 11730] 

RIN 1400–AE74 

Visas: Diversity Immigrants 

AGENCY: Department of State. 

ACTION: Final rule. 


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