Adoption of Updated EDGAR Filer Manual

[Federal Register Volume 91, Number 73 (Thursday, April 16, 2026)]
[Rules and Regulations]
[Pages 20335-20337]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-07474]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11411; 34-105011; 39-2562; IC-36018]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting amendments to Volumes I and II of the Electronic Data 
Gathering, Analysis, and Retrieval system Filer Manual (``EDGAR Filer 
Manual'' or ``Filer Manual'') and related rules and forms. EDGAR 
Release 26.1 was deployed in the EDGAR system on March 16, 2026.

DATES: Effective date: April 16, 2026. The incorporation by reference 
of the revised Filer Manual volumes is approved by the Director of the 
Federal Register as of April 16, 2026.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume I or II of the Filer Manual, please contact Rosemary Filou, 
Deputy Director and Chief Counsel, Laurita Finch, Senior Special 
Counsel, or Dan Chang, Senior Special Counsel, in the EDGAR Business 
Office at (202) 551-3900. For questions regarding changes to the Fee 
Exhibit Preparation Tool (FEPT), ACH limits, or filing fee exhibit 
warnings being changed to suspensions, please contact Luba Dinits, 
Senior Accountant, Office of Financial Management, at (202) 551-3839 or 
Mark W. Green, Senior Special Counsel, Division of Corporation Finance, 
at (202) 551-3430. For questions regarding Forms 3, 4, or 5 with 
regards to filing obligations for directors or officers of foreign 
private issuers or changes to Schedule 13D and 13G filings to support 
multiple CUSIPs, please contact the Disclosure Management Office in the 
Division of Corporation Finance at (202) 551-2076. For questions 
regarding the change to Form X-17A-5 Part III in terms of the oath or 
affirmation no longer being required to be notarized, please contact 
Raymond Lombardo, Assistant Director, at (202) 551-5755 or Valentina 
Deng, Special Counsel, at (202) 551-5778 in the Division of Trading and 
Markets. For questions regarding the change to Item 6 of Form 13H, 
please contact Kathleen Gross at (202) 551-5305 in the Division of 
Trading and Markets.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume I: ``General Information,'' Version 43 (effective March 16, 
2026) and Volume II: ``EDGAR Filing,'' Version 77 (March 16, 2026) and 
amendments to 17 CFR 232.301, Rule 301 of Regulation S-T. The updated 
Filer Manual Volumes are incorporated by reference into the Code of 
Federal Regulations.

I. Background

    The Filer Manual contains information needed for filers to make 
submissions on EDGAR. Filers must comply with the applicable provisions 
of the Filer Manual in order to assure the timely acceptance and 
processing of filings made in electronic format.\1\ Filers must consult 
the Filer Manual in conjunction with our rules governing mandated 
electronic filings when preparing documents for electronic submission.
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    \1\ See Rule 301 of Regulation S-T.
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II. Amendments to Volume I of the Filer Manual

    Volume I of the Filer Manual, which sets forth the requirements for 
becoming an EDGAR filer, was amended to reflect the implementation of 
technical changes adopted in EDGAR Filer Access and Account Management, 
Release No. 33-11313 (Sept. 27, 2024) (``EDGAR Next rulemaking'').\2\ 
Among other things, the EDGAR Next rulemaking eliminated the use of 
EDGAR access codes such as passwords and passphrases and instead 
required the use of individual account

[[Page 20336]]

credentials and individual permissions as maintained in the EDGAR Filer 
Management dashboard. Pursuant to the EDGAR Next rulemaking, these 
EDGAR access codes were discontinued on December 19, 2025, however, 
corresponding changes to the EDGAR Filer Manual planned for December 
2025 were not implemented due to the impact of the lapse in 
appropriations from October 1, 2025, through November 12, 2025. 
Consequently, Section 4 of Volume I related to the use of EDGAR access 
codes has been removed from the EDGAR Filer Manual and Sections 5 
through 9 of Volume I are renumbered as Sections 4 through 8.
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    \2\ EDGAR Filer Access and Account Management, Release No. 33-
11313 (Sept. 27, 2024) [89 FR 106168 (December 27, 2024)].
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    Volume I was also amended to clarify the situations in which a 
cover letter or other supporting information must be included in a Form 
ID application for access for an existing CIK. Section 3(c) the Filer 
Manual was amended to clarify that a cover letter is required for all 
applicants that seek access to an existing EDGAR account, but other 
supporting information such as official documents from the relevant 
Secretary or State or Register of Corporations that identify the 
signatory listed on the Form ID application as an ``authorized 
individual'' is only required if applicants assert that they assumed 
legal control of the filer listed on the existing account but did not 
receive EDGAR access information from the filer.

III. Amendments to Volume II of the Filer Manual

    EDGAR was updated pursuant to EDGAR Release 26.1, and corresponding 
amendments to Volume II of the Filer Manual were made to reflect those 
changes, as described below.

Filing Fee Related Changes

    Starting March 16, 2026, EDGAR generally will suspend filings 
rather than issue warnings for incorrect or incomplete structured 
filing fee-related information for all filers. EDGAR will continue to 
issue warnings in some instances.
    Separately, the ACH limit for filing fees changed from a maximum of 
$99,999,999.99 per transaction to $24,999,999.99 per transaction. 
Filers that need to exceed that limit may make multiple transactions.

Schedule 13D and 13G

    As of March 16, 2026, Schedules 13D and 13G (including associated 
submission types) have been updated to accommodate up to 20 CUSIP 
numbers. At least one CUSIP entry is required.

Inline XBRL Guidance

    Information regarding the submission of Inline XRL documents was 
removed from Chapter 5.2.5. That same information has been incorporated 
into the EDGAR XBRL Guide, which is referenced in Chapter 5.2.5 and 
which contains additional information and guidance regarding the 
submission of Inline XBRL documents for EDGAR.

Notarization of Oath or Affirmation in Form X-17A-5 Part III

    As of March 24, 2025, Form X-17A-5 Part III no longer requires the 
oath or affirmation to be notarized. Therefore, the text and checkbox 
acknowledging notarization of the oath or affirmation have been removed 
from the submission template for Form X-17A-5 Part III on the EDGAR 
Filing website and are no longer required in filer-constructed 
submissions.

Update to Item 6 of Form 13H

    On October 3, 2025, the submission template for Form 13H (and 
associated submission types) on the EDGAR Filing website was updated to 
allow reordering of entries in Item 6 (List of broker-dealers at which 
the large trader or its securities affiliates has an account), 
including additions and deletions in the middle of the list per filer 
preference. This change does not impact the XML technical 
specifications for Form 13H.

Forms 3, 4, and 5

    Beginning March 18, 2026, each director or officer of a foreign 
private issuer that has securities registered under Section 12(b) or 
12(g) of the Securities Exchange Act of 1934 (``Exchange Act'') must 
file reports under Section 16(a) of the Exchange Act, pursuant to the 
Holding Foreign Insiders Accountable Act (enacted December 18, 2025). 
Starting March 18, 2026, Forms 3, 4, and 5 include a Country field that 
requires a country name for all reporting persons and a field to 
provide a Foreign Trading Symbol.

III. Amendments to Rule 301 of Regulation S-T

    Along with the adoption of the updated Filer Manual, we are 
amending Rule 301 of Regulation S-T to provide for the incorporation by 
reference of the revised Filer Manual into the Code of Federal 
Regulations. This incorporation by reference is approved by the 
Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 
1 CFR part 51.
    The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual.

IV. Administrative Law Matters

    Because the Filer Manual and rule amendments relate solely to 
agency procedures or practice and do not substantially alter the rights 
and obligations of non-agency parties, publication for notice and 
comment is not required under the Administrative Procedure Act 
(``APA'').\3\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \4\ or a report to 
Congress under the Small Business Regulatory Enforcement Fairness Act 
of 1996.\5\
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    \3\ 5 U.S.C. 553(b)(A).
    \4\ 5 U.S.C. 601 through 612.
    \5\ 5 U.S.C. 804(3)(c).
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    The Office of Management and Budget has determined that this action 
is not a significant regulatory action as defined in Executive Order 
12866, as amended, and therefore it was not subject to Executive Order 
12866 review.
    The updated Filer Manual became operational on March 16, 2026, when 
EDGAR Release 26.1 was deployed in the EDGAR system. The effective date 
for use of the updated Filer Manual and the related rule amendments is 
April 16, 2026. In accordance with the APA,\6\ we find that there is 
good cause to establish an effective date less than 30 days after 
publication of these rules. The Commission believes that establishing 
an effective date less than 30 days after publication of these rules is 
necessary to coordinate the effectiveness of the updated Filer Manual 
with the related system upgrades.
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    \6\ 5 U.S.C. 553(d)(3).
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V. Statutory Basis

    We are adopting the amendments to Regulation S-T under the 
authority in sections 6, 7, 8, 10, and 19(a) of the Securities Act of 
1933,\7\ sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities 
Exchange Act of 1934,\8\ section 319 of the Trust Indenture Act of 
1939,\9\ and sections 8, 30, 31, and 38 of the Investment Company Act 
of 1940.\10\
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    \7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \9\ 15 U.S.C. 77sss.
    \10\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

[[Page 20337]]

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The general authority citation for part 232 continues to read as 
follows:

    Authority:  15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78n-1, 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.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 43 (effective March 16, 2026). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 77 (March 16, 2026). All EDGAR material 
referenced in this paragraph is incorporated by reference into this 
section with the approval of the Director of the Federal Register under 
5 U.S.C. 552(a) and 1 CFR part 51. You must comply with these 
requirements in order for documents to be timely received and accepted. 
The EDGAR Filer Manual is available for inspection at the Commission 
and at the National Archives and Records Administration (NARA). The 
EDGAR Filer Manual is available for website viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549; (202) 551-3900; Library@sec.gov, on official business days 
between the hours of 10 a.m. and 3 p.m. Operating conditions may limit 
access to the Commission's Public Reference Room. The EDGAR Filer 
Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual. For information on the 
availability of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations or email fr.inspection@nara.gov.

    By the Commission.

    Dated: March 16, 2026.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-07474 Filed 4-15-26; 8:45 am]
BILLING CODE 8011-01-P