Coordination Required for EDGAR Next Enrollment

The SEC’s new EDGAR Next platform, which is scheduled to launch on March 24, will require considerably more coordination between companies who share reporting insiders. In this blog I explain why, review various approaches to coordination, and discuss what you should be doing to prepare.

Don’t miss the NASPP’s webinar “How to Prepare for EDGAR Next.”

What Is EDGAR Next?

As explained in my prior blog on this topic, EDGAR Next will change how individuals who submit SEC filings—including Forms 3, 4, and 5—log into EDGAR.

1. Multifactor Authentication: EDGAR logins will require multifactor authentication through Login.gov.
2. Filing Authorizations: Anyone submitting filings on behalf of an insider must be authorized to do so.
3. Annual Review: All insider EDGAR accounts must be reviewed annually and confirmed.

In this blog entry, I’m going to focus on the authorizations to submit filings. When filers are insiders at multiple companies, this is where companies will need to coordinate with each other.

Why Is Authorization Necessary?

Currently, anyone who knows an insider’s CIK and CCC can submit filings for that insider (and, to be clear, even though EDGAR Next is launching on March 24, this will still be the case until September 15). However, once EDGAR Next is fully in effect, only individuals who are authorized can submit filings on behalf of an insider. After an insider’s EDGAR Next account is established, this authorization must be obtained from one of the insider’s existing account administrators.

For filers who are insiders at multiple companies, this is going to require coordination between the various individuals that manage filings on behalf of them. Based on our recent pulse survey on Executive Equity Services and Transactions, that’s about 80% of you. A quarter of you have more than five filers who are insiders at multiple companies.

For example, say that the CEO of Company A joins the board of Company B. Assuming the CEO already has an EDGAR Next account, someone at company A who is an account administrator for the CEO will need to authorize Company B to submit filings on behalf of the CEO. Without this authorization, Company B will be unable to submit any filings for their new director.

During the transition to EDGAR Next, insider accounts on the platform can be established through a simplified process called enrollment. The company that enrolls the insider must then authorize any other companies that submit filings on his/her behalf to do so. Without this authorization, these companies will be unable to submit filings for the insider once EDGAR Next is fully implemented.

For example, let’s say that the CFO of Company C also serves on the board of Company D. Company D enrolls the CFO in the EDGAR Next platform. Each insider can be enrolled only once, so Company C will now need to ask Company D to grant them authority to submit filings for their CFO. Starting on September 15, Company C will not be able to submit filings for their CFO unless they have obtained this authorization.

EDGAR Next Roles

EDGAR Next account administrators can authorize individuals or entities to submit filings on behalf of insiders by assigning them one of the following roles in the insider’s account:

• Account Administrators: The insider’s account administrators have maximum authority over the insider’s account. They can submit filings; authorize and deauthorize administrators, users, and delegated entities; and complete annual reviews. One account administrator serves as the point of contact for the SEC.
• Users: User authority is limited to submitting filings for the insider and managing their own account. Users cannot authorize any other users, administrators, or delegated entities.
• Delegated Entities: These are other entities that have their own CIK and EDGAR Next accounts but are authorized to submit filings on behalf of the insider. Delegated entities can be filing agents that submit filings for clients or they can be other public companies. A delegated entity for an insider has no authority over the insider’s account.

Preparing to Enroll Your Insiders on EDGAR Next

For filers who are insiders at only your company, the preparation necessary to enroll them on EDGAR Next is relatively straightforward. Here is a summary of the steps involved:

• Decide on who will enroll the insiders and who will be their account administrator(s).
• Confirm that the insiders authorize these individuals to act on their behalf and determine if updated powers of attorney are advisable, even though not technically required.
• Ascertain their CIKs, CCCs, and passphrases.
• Ascertain whether they want to have administrator privileges for their own account (if yes, they’ll need to establish Login.gov accounts).

For filers who are insiders at multiple companies, there is a little more to think about before you enroll them. You’ll want to formulate your company’s preferences or policies as to how your insider accounts will be managed, including the following decisions:

• Which company should have responsibility for enrolling the insider in EDGAR Next?
• Which company should be the SEC’s point of contact for the insider?
• Should all companies have an account administrator for the insider’s account or will one company administer the account with the other companies granted access as delegated entities? (Because the user role is so limited, I think limiting the other companies to this role will be problematic for everyone in the long term).

Your company’s policy might vary based on the insider’s role at your company. For example, I expect your company might prefer to take responsibility for enrolling your officers, want administrator access to their accounts, and want one of your account administrators to serve as their SEC point of contact.

Conversely, you might be willing to accept a delegated entity role for your directors who serve as officers at other companies. You also are likely going to have to be flexible; the other companies your insiders report for may have their own preferences. Compromises may be necessary, especially as we all figure out this new system and settle on best practices.

You should review your policy with your insiders, so they are aware of how you will be approaching the other companies where they are insiders. This gives them an opportunity to express any preferences they might have with respect to how their EDGAR Next accounts are managed, including whether they want to be administrators on their own account. Confirm that they have not already authorized someone else to enroll them on EDGAR and request the contact information of the individuals who manage their filings at other companies.

Coordinating EDGAR Next Enrollment

Once you’ve formulated your policies, the next step will be to reach out to the individuals who are managing the filings for your insiders at the other companies they report for to make sure that everyone agrees on what their responsibilities are and the authorized role they’ll have in the insider’s account.

Personally, I think this is best accomplished via a meeting. People are often more collaborative in meetings than over email and there could be a lot of back and forth via email. I recommend taking notes during the meeting and following up with an email documenting the decisions that were made.

Finally, if you will be the person enrolling the insiders in EDGAR Next, do so on the agreed upon time frame, grant access to the insider’s account as agreed upon, and make sure to notify any other companies that submit filings that the enrollment has been completed.

Warning: Enrollment Changes Insiders’ CCCs

One important thing to be award of for filers who are insiders at multiple companies is that enrolling them in EDGAR Next automatically updates their CCC. This could obviously affect their filings for other companies.

The easiest fix is to have the individual designated as the account administrator change the insider’s CCC back to the original number. This can be accomplished through the EDGAR Next dashboard.

If you want to keep the new CCC, you will need to inform anyone else submitting filings on behalf of the insider of the new number. When doing this, remember that, even though the insider has been enrolled in EDGAR Next, filings can still be submitted for the insider on the legacy EDGAR platform—with only a CIK and a CCC—through September 14, 2025. Thus, individuals should be informed of the new CCC in a secure manner.  

Final Thoughts

I want to encourage you to think collaboratively and to not act rashly. Be considerate; you will have an ongoing relationship with the other individuals who manage filings for your company insiders. Remember that everyone is acting on behalf of the insider, wants to act in the insider’s best interest, and that you all have a common goal—ensuring that the insider’s Section 16 filings are submitted on a timely basis.

More Information

Need to know more about EDGAR Next? Here are some great resources:

• The resources provided by the SEC on the EDGAR Next website, particularly the webinars they offer, have been very helpful.
• The SEC also offers some helpful short instructional videos in their EDGAR Next playlist on YouTube.
• Don’t forget the NASPP webinar on March 18, in which two experienced administrators who have been participating in the EDGAR Next beta program will share their tips and best practices.