Everyone loves new rules from the SEC, right? Well, the SEC is happy to oblige. On March 1st, the SEC released new rules about hyperlinking the exhibit indexes in many SEC Filings. The Final Rule 33-10322 is called “Exhibit Hyperlinks and HTML Format,” and if you’d like to read the full 47 pages, you can find them here. However, if you’d prefer a brief summary, you can find one below.
The Gist
All documents (even those incorporated by reference) listed in the Exhibit Index must include a hyperlink that will link directly to the exhibit itself.
The rule also includes a related requirement, which will impact only a small number of companies. The SEC will be no longer accept filings (that include an exhibit index) in ASCII. Hyperlinks are not possible in ASCII, so companies will be required to submit all impacted filings in HTML.
When Does it Take Effect?
September 1, 2017
The only exception to this start date will be for Smaller Reporting Companies and Non-Accelerated Filers that currently file in ASCII. Those companies will have until September 1, 2018 to comply.
What’s the Point?
To improve investors’ access to information.
What Form Types Will this Affect?
10-K, 10-Q, 8-K, 20-F, S-1, S-3, S-4, S-8, S-11, SF-1, SF-3, F-1, F-3, F-4, 10, 10-D, F-10
Related amendments (e.g., S-1/A, 10-K/A, 10-Q/A, 8-K/A, etc.) will also be affected.
Are There any Exceptions?
Exhibits that have not been filed electronically (i.e., paper filings) are excluded because there is nothing to which to link.
XBRL exhibits are also excluded from the requirement because a hyperlink would lead to an XML file, which would not be helpful to investors.
What Happens if a Hyperlink on a Filed Document is Inaccurate or Non-functioning?
In the case of a Registration Statement that is not yet effective: The company must file an amendment with the correct link.
In the case of a Registration Statement that has become effective: The company must correct the link in their next filing that contains an Exhibit Index. Alternatively, the company could file (but is not required to file) a Post-Effective Amendment to the Registration Statement.
In the case of a 10-Q, 10-K, or 8-K: The company must correct the link in their next filing that contains an Exhibit Index. An amended filing is not required.
Here is an Image to Help Clarify
The Exhibit in the blue square is incorporated by reference, so this will need a hyperlink that leads to the URL for that previous 8-K filing on the EDGAR system.
The Exhibits in the red square are being filed or furnished along with the filing in question, so they will need to be hyperlinked to the exhibits themselves.
The XBRL Exhibits in the green box will not need to be hyperlinked.
