Effective for filings on and after Sept. 1, 2017, registrants will be required to include a hyperlink to each exhibit identified in the exhibit index of periodic reports, current reports and registration statements. For registration statements, the rule applies to the initial registration statement, and to each subsequent pre-effective amendment.
The SEC adopted the final rules on March 1, 2017. According to the SEC’s adopting release, the rules are intended to address the inefficient and time-consuming search required to locate exhibits that have been incorporated by reference into reports and registration statements.
These rules apply to the following types of filings:
- Form 8-K
- Form 10-Q
- Form 10-K
- Form 10
- Form 10-D
- Registration statements:
- Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, SF-1, SF-3, SF-3, F-10 and 20-F
Inaccurate/ Defective Hyperlinks
Although an inaccurate or defective exhibit hyperlink will not itself render a filing materially deficient, a registrant must take steps to correct any inaccurate or defective hyperlinks. For registration statements that are not yet effective, the registrant can do this by filing a pre-effective amendment. For periodic reports and current reports, the registrant must correct the inaccurate or defective hyperlink in the next periodic report that includes an exhibit pursuant to Item 601 of Regulation S-K (Item 601). For effective registration statements, the registrant can either file a post-effective amendment or can correct the hyperlink in the next periodic report that includes an exhibit pursuant to Item 601.
In addition, for the functionality of the hyperlinks, the rules require registrants to submit the above listed filings in HTML format. Today, registrants must submit these filings in either American Standard Code for Information Interchange (ASCII) or HTML format.
How to Prepare
To prepare for compliance with the new rules, registrants should review all upcoming filings (including second quarter Form 10-Q reports) to obtain functioning hyperlinks for all exhibits, including those that will need to be incorporated by reference. In addition, if your EDGAR filing software provider has not reached out about these changes, contact them to understand what steps are required to file an exhibit index with the required hyperlinks.
- No hyperlinks are necessary for XBRL exhibits.
- Smaller reporting companies and non-accelerated filers do not need to comply with the rules for filings submitted in the ASCII format until Sept. 1, 2018.