Guides, explanations, and answers to common SEC filing questions — written by EDGAR specialists for corporate executives and compliance professionals.
A growing library of guides, explanations, and answers to common SEC filing questions. Each article is written by our EDGAR specialists for CFOs, general counsel, and compliance professionals.
Every company or individual that files with the SEC through EDGAR must first obtain access credentials by filing Form ID. This form assigns you a CIK (Central Index Key) number and generates your EDGAR access codes.
Any entity filing for the first time on EDGAR: companies registering securities (S-1, F-1), individuals becoming Section 16 insiders (Forms 3, 4, 5), institutional managers filing Form 13F, and foreign private issuers filing 20-F or F-1. Each signing person on a filing needs their own EDGAR access — the company CIK is separate from individual filer CIKs.
Form ID is filed electronically through the EDGAR Filer Management portal at sec.gov. The application requires the filer’s legal name, address, tax identification number (or foreign equivalent), and a notarized authentication document. For domestic filers, a U.S. notary is sufficient. For foreign nationals, the authentication must be notarized by a notary in the individual’s home country, or by a U.S. consulate, or apostilled under the Hague Convention.
The SEC typically processes Form ID applications within 24–48 hours of submission. Once approved, you receive a CIK number, CCC (CIK Confirmation Code), password, and PMAC (Password Modification Authorization Code) via email. These codes are required for all future EDGAR submissions.
The most frequent cause of rejection is a mismatch between the name on the Form ID and the name on the notarized authentication document. For foreign filers, the notarization requirement often causes delays if not planned in advance. Federal Filings assists with Form ID preparation for both domestic and foreign filers, including coordinating the notarization process.
EDGAR uses a set of access codes to authenticate filers. Understanding these codes is essential for managing your SEC filing access.
A unique 10-digit number assigned to every EDGAR filer. The CIK is public information — you can look up any filer’s CIK on the EDGAR company search page. Your CIK never changes and is used to identify all of your filings on EDGAR.
An 8-character alphanumeric code that acts as a password for filing submissions. The CCC is required in every EDGAR filing header and confirms that the submission is authorized by the filer. Unlike your CIK, the CCC is confidential and should not be shared outside your filing team.
Used to log into the EDGAR Filing portal to manage your account, change codes, and update company information. The password can be changed through the Filer Management portal using your PMAC.
A master code used to reset your password or generate new access codes. The PMAC is the most sensitive of all EDGAR codes — if you lose it, you must contact the SEC’s EDGAR Filer Support at (202) 551-8900 to request a reset, which requires identity verification.
If you’ve lost your CCC or password, you can regenerate them using your PMAC through the EDGAR Filer Management portal. If you’ve lost your PMAC, you must contact the SEC directly. Federal Filings can assist with code recovery and management for our clients.
EDGARizing is the process of converting business documents (typically Word, PDF, or Excel) into the specific HTML format required by the SEC’s EDGAR system. EDGAR does not accept native Word or PDF files — all filed documents must conform to EDGAR’s HTML technical specifications.
The process includes converting document formatting to EDGAR-compliant HTML tags, reformatting tables to render correctly in the EDGAR viewer, converting images to EDGAR-accepted formats (JPEG or GIF, within size limits), building hyperlinked tables of contents and cross-references, creating exhibit indexes with working hyperlinks, and structuring the filing into the proper EDGAR document hierarchy.
Poorly EDGARized documents cause filing rejections, rendering issues in the SEC viewer, and broken cross-references that make filings difficult to navigate. The EDGAR system validates HTML compliance on submission — filings that fail validation are suspended and must be corrected and refiled, potentially missing deadlines.
Federal Filings converts from Microsoft Word (most common), Excel spreadsheets, PDF documents, Adobe InDesign layouts, WordPerfect files, and plain text/ASCII. We also handle writebacks — converting filed EDGAR HTML back to Word format for editing and reprinting.
EDGAR HTML supports a subset of standard HTML. Some desktop formatting features (such as certain font effects, complex nested tables, or embedded media) need to be adapted for EDGAR compatibility. An experienced filing agent preserves the visual intent of your document while ensuring technical compliance.
EDGAR hosts hundreds of form types. Here are the most common ones that public companies, insiders, and institutional investors encounter.
10-K — Annual report for domestic issuers. Due 60–90 days after fiscal year-end depending on filer category. Includes audited financial statements, MD&A, risk factors, and all Item 601 exhibits.
10-Q — Quarterly report. Due 40–45 days after quarter-end. Includes unaudited financial statements and updated MD&A. Not required for Q4 (covered by the 10-K).
20-F — Annual report for foreign private issuers. Due 4 months after fiscal year-end. The FPI equivalent of the 10-K.
8-K — Current report filed within 4 business days of a material event. Common triggers include leadership changes, M&A agreements, earnings releases, restatements, and delistings.
S-1 / F-1 — Registration statement for an IPO or other first-time securities offering. S-1 for domestic issuers, F-1 for foreign private issuers.
S-3 / F-3 — Shelf registration for eligible issuers to sell securities over time without filing a new registration for each offering.
S-4 / F-4 — Registration statement used in business combinations (mergers, acquisitions, exchange offers). Often filed as a combined proxy/prospectus.
DEF 14A — Definitive proxy statement for shareholder meetings. PREC14A / PRER14A — Preliminary proxy filings subject to SEC review.
SC TO-T / SC TO-I / SC 14D-9 — Tender offer filings by the bidder (TO-T for third party, TO-I for issuer) and the target’s response (14D-9).
Forms 3, 4, 5 — Section 16 insider ownership reports. Form 13F — Quarterly holdings report for institutional investment managers with $100M+ in Section 13(f) securities.
Inline XBRL (iXBRL) is a format that embeds machine-readable data tags directly into the human-readable HTML of a filing. Instead of submitting a separate XBRL data file alongside the HTML filing, iXBRL combines both into a single document — investors see the formatted filing, and computers can extract the structured data simultaneously.
The SEC requires iXBRL tagging for: all financial statements (balance sheet, income statement, cash flow, stockholders’ equity), footnotes to financial statements (detail-tagged at Level 4), cover page information (entity name, CIK, fiscal year, etc.), and filing fee exhibits (Exhibit 107). This applies to all operating company 10-K, 10-Q, and 20-F filings regardless of filer size.
Domestic issuers use the US-GAAP taxonomy maintained by the FASB. Foreign private issuers reporting under international standards use the IFRS taxonomy maintained by the IFRS Foundation. The correct taxonomy year must match the filing period.
iXBRL tagging is performed after the narrative content is finalized but before EDGAR submission. Each financial data point is mapped to a taxonomy element, with custom extensions created for company-specific items. The calculation linkbase verifies that tagged numbers add up correctly. EDGAR validates the iXBRL on submission and will reject filings with structural errors.
The SEC phased in iXBRL tagging requirements in four levels of increasing detail.
Tags for the primary line items on the face of each financial statement: total assets, total liabilities, revenue, net income, cash from operations, and similar top-level amounts. This is the minimum level of tagging.
Tags for parenthetical disclosures on the face of financial statements, such as shares authorized, shares outstanding, par value, and accumulated other comprehensive income components shown parenthetically.
Each footnote is tagged as a single text block. For example, the entire “Summary of Significant Accounting Policies” note is wrapped in one tag. This allows users to retrieve entire footnotes programmatically.
Individual quantitative amounts within footnotes are tagged separately. Every dollar amount, share count, percentage, and date in the footnotes gets its own tag mapped to the appropriate taxonomy element. This is the most granular level and is now required for all filers.
All operating company filers must tag at Level 4 (all four levels). There is no longer a phase-in — full detail tagging is required regardless of filer size or accelerated status.
Since January 2023, the SEC requires that filing fee information be submitted as Exhibit 107 in structured iXBRL format rather than embedded in the cover page of registration statements and proxy filings.
Any filing that requires a fee calculation: registration statements (S-1, S-3, S-4, F-1, F-3, F-4), proxy statements involving mergers or acquisitions (DEFM14A), tender offer filings (SC TO-T, SC TO-I), and share repurchase filings (SC 13E-3). Routine filings like 10-K, 10-Q, and standard proxy statements do not require Exhibit 107.
The exhibit includes the fee calculation table with: security type, security class title, fee calculation rule, amount registered, proposed maximum offering price per unit, maximum aggregate offering price, fee rate, amount of registration fee, and any fee offsets from previously paid fees. Each data point must be tagged to the EDGAR fee exhibit taxonomy.
As of March 2026, EDGAR Release 26.1 enforces strict validation on Exhibit 107 iXBRL. Filings with improperly structured fee exhibits are now suspended rather than accepted with warnings. This is a significant change — previously, many validation issues resulted in warnings that allowed the filing to be accepted. Now, errors in the fee exhibit will block your filing entirely.
Always validate your Exhibit 107 iXBRL against the EDGAR fee exhibit taxonomy before submission. Ensure the fee rate matches the current SEC rate ($138.10/million for FY2026). Verify that fee offset references match previously filed documents exactly. Federal Filings validates all fee exhibits against EDGAR’s current rules before every submission.
Foreign private issuers (FPIs) that prepare financial statements under International Financial Reporting Standards must use the IFRS taxonomy rather than the US-GAAP taxonomy for their iXBRL tagging.
The IFRS taxonomy has a different structure and element set than US-GAAP. Some common differences: IFRS uses “profit or loss” rather than “net income,” classification of expenses can be by nature or by function, comprehensive income presentation follows IAS 1 structure, and many US-GAAP-specific elements (like LIFO inventory, extraordinary items) do not exist in the IFRS taxonomy.
Because the IFRS taxonomy is less granular than US-GAAP in some areas, FPI filers often need more custom extension elements. Each custom extension must include a proper label, definition, and placement in the taxonomy hierarchy. Excessive or poorly defined extensions are a common source of SEC comment letters on iXBRL filings.
The IFRS taxonomy is updated annually by the IFRS Foundation. Filers must use the taxonomy version that corresponds to the standards in effect for their reporting period. Using an outdated taxonomy version is a validation error.
FPIs filing 20-F annual reports must tag all financial statements at Level 4 detail, including footnotes. The cover page of the 20-F also requires iXBRL tagging. Federal Filings has deep experience with IFRS taxonomy tagging and has filed 20-F reports for FPIs across Asia, Europe, Latin America, and the Middle East.
A traditional IPO involves a structured sequence of EDGAR filings over several months. Here is the typical timeline.
Most issuers begin with a confidential draft registration statement submitted to the SEC under the JOBS Act. The DRS (Draft Registration Statement) is filed on EDGAR but is not publicly visible. The SEC staff reviews and issues comment letters. The company responds and files amended drafts. This confidential phase can last 2–4 rounds of comments over 6–12 weeks.
At least 15 days before the roadshow begins, the company must publicly file the registration statement. This is when the S-1 (domestic) or F-1 (foreign) appears on EDGAR and becomes visible to the public. All previously confidential DRS submissions are also made public at this point.
Between the public filing and effectiveness, the company typically files one or more amendments to address remaining SEC comments, update financial statements, and add pricing-related information. The “red herring” prospectus (preliminary prospectus without a price) is distributed to potential investors during the roadshow.
The SEC declares the registration statement “effective,” meaning the securities can be sold. Pricing occurs (usually after market close), and a 424B final prospectus is filed within 2 business days of pricing, disclosing the actual offering price, shares sold, and underwriter discounts.
An S-1 requires numerous exhibits including articles of incorporation, underwriting agreement, legal opinions (Ex. 5.1), accountant consents (Ex. 23.1), power of attorney (Ex. 24.1), and the filing fee exhibit (Ex. 107) in iXBRL format.
A deSPAC is the process by which a Special Purpose Acquisition Company (SPAC) completes its initial business combination with a target company. This triggers a complex sequence of SEC filings.
1. S-4 / F-4 Registration Statement — Registers the shares to be issued to the target’s shareholders. Often filed as a combined registration statement and proxy statement (the “proxy/prospectus”). Requires financial statements of both the SPAC and the target, pro forma financials, background of the transaction, risk factors, and fairness opinions.
2. Proxy Statement / Prospectus — SPAC shareholders must approve the business combination. The proxy portion describes the transaction, director elections, charter amendments, and other proposals. The prospectus portion covers the securities being registered.
3. 8-K (deal announcement) — Filed within 4 business days of signing the definitive agreement.
4. Super 8-K — Filed within 4 business days of closing. Because the SPAC ceases to be a shell company, the Super 8-K must contain the equivalent of a Form 10 registration statement, including full financial statements, MD&A, risk factors, management bios, and executive compensation for the combined entity.
The S-4 requires Exhibit 107 (filing fee exhibit in iXBRL). Post-closing 10-Q and 10-K filings require full iXBRL tagging of financial statements. The Super 8-K itself does not require iXBRL but must include audited financials of the target.
A Super 8-K is required when a shell company (including a SPAC) ceases to be a shell company through a transaction such as a business combination, reverse merger, or asset acquisition.
The filing obligation is triggered by any event that causes the registrant to report under Item 5.06 (Change in Shell Company Status). Common triggers include: a SPAC completing its initial business combination (deSPAC), a reverse merger where a private company merges into a public shell, or any other transaction that causes a former shell company to have substantial operations.
A Super 8-K is far more extensive than a regular 8-K. It must include the information that would be required in a Form 10 registration statement:
Business description (Item 1), risk factors (Item 1A), financial information (Item 2 — selected data, supplementary data), properties (Item 2), MD&A (Item 7), financial statements (Item 8 — audited for the acquired business and pro forma for the combined entity), directors and officers (Item 10), executive compensation (Item 11), related party transactions (Item 13), and principal stockholders (Item 12).
Filed within 4 business days of the closing of the transaction. Because of the extensive content requirements, the Super 8-K is typically drafted and substantially prepared before closing, with final numbers and closing-specific details added post-close.
A proxy fight (or proxy contest) occurs when a dissident shareholder solicits votes in opposition to management’s recommendations. Both sides have specific EDGAR filing obligations.
The company files its standard DEF 14A (definitive proxy statement) and may file supplemental soliciting material as DEFA14A. If the contest involves a merger or acquisition, the proxy may be a DEFM14A. Preliminary filings (PREC14A, PREM14A) must be filed with the SEC at least 10 calendar days before the definitive version is distributed to shareholders.
The dissident files its own proxy statement as DEFC14A (definitive proxy from a non-management party). Preliminary filings are PREC14A. Any soliciting material distributed to shareholders must be filed on EDGAR — this includes letters, press releases, presentations, and website content. These are filed as DEFA14A (additional soliciting material).
Under Rule 14a-6(g), a shareholder who does not seek proxy authority (i.e., only recommends how to vote) can file a notice of exempt solicitation on PX14A6G rather than a full proxy statement. This is commonly used by advisory firms and smaller activists.
Preliminary proxy filings are subject to a 10-day SEC review period. All soliciting material must be filed on EDGAR on or before the date it is first sent to shareholders. Both sides typically file dozens of pieces of additional soliciting material over the course of a contested solicitation. Speed and accuracy in filing are critical — delayed filings can result in SEC enforcement actions.
The SEC assigns each reporting company a filer category based on its public float, which determines the deadlines for periodic filings.
Large Accelerated Filer (LAF) — Public float of $700 million or more. Shortest deadlines.
Accelerated Filer (AF) — Public float between $75 million and $700 million.
Non-Accelerated Filer (NAF) — Public float under $75 million, or any filer that does not qualify as accelerated. Longest deadlines.
Smaller Reporting Company (SRC) — Public float under $250 million, or revenues under $100 million if float is under $700 million. SRCs get the same filing deadlines as NAFs but benefit from scaled disclosure requirements.
Emerging Growth Company (EGC) — IPO company with less than $1.235 billion in annual revenue. EGC status lasts up to 5 years. Same deadlines as NAFs, with additional disclosure relief.
10-K: LAF = 60 days, AF = 75 days, NAF/SRC/EGC = 90 days after fiscal year-end.
10-Q: LAF/AF = 40 days, NAF/SRC/EGC = 45 days after quarter-end.
20-F (FPI): 4 months after fiscal year-end.
DEF 14A: At least 20 days before the annual meeting.
8-K: 4 business days after the triggering event.
If a filing deadline falls on a Saturday, Sunday, or federal holiday, the deadline moves to the next business day. EDGAR itself accepts filings 24/7, but the filing timestamp determines whether you met the deadline.
Section 16 of the Securities Exchange Act of 1934 requires directors, officers, and 10%+ shareholders of public companies to report their ownership of company securities on EDGAR.
Every director, every “officer” as defined by Rule 16a-1(f) (CEO, CFO, CAO, and any VP in charge of a principal business function), and every person who beneficially owns more than 10% of any class of the company’s registered equity securities.
Filed within 10 days of becoming an insider (for directors/officers: the date of appointment; for 10% holders: the date of crossing the 10% threshold, or the date the company’s registration statement becomes effective). Reports all current holdings as of the date of insider status.
Filed within 2 business days of any change in ownership — purchases, sales, option exercises, stock grants, gifts, and certain derivative transactions. This is the most frequently filed Section 16 form and has the tightest deadline. Late Form 4 filings must be disclosed in the company’s proxy statement.
Filed within 45 days after the company’s fiscal year-end. Reports any transactions that were eligible for deferred reporting during the year (certain small acquisitions, gifts, and exempt transactions) and any transactions that should have been reported on Form 4 but were not.
Foreign nationals serving as directors or officers of U.S.-listed companies must also comply with Section 16. They need their own EDGAR access (CIK and codes) obtained through Form ID, which requires notarized authentication from their home country.
Form 12b-25 (also called an “NT” filing for “Notification of Late Filing”) allows a company to request a short extension when it cannot file its 10-K or 10-Q by the original deadline.
The 12b-25 must be filed on EDGAR no later than 1 business day after the original filing deadline. For example, if your 10-K is due March 31 and you cannot meet that deadline, the 12b-25 must be filed by April 1 (or the next business day if April 1 is a weekend/holiday).
10-K: 15 calendar day extension. 10-Q: 5 calendar day extension. These extensions are not negotiable — the 12b-25 provides a fixed extension period regardless of the reason for the delay.
NT 10-K — notification for late annual report. NT 10-K/A — amendment. NT 10-Q — notification for late quarterly report. NT 20-F — notification for late foreign private issuer annual report.
The 12b-25 requires a brief explanation of why the filing will be late, an estimate of when the filing will be made, and disclosure of any known material changes in results of operations from the prior year. If the company expects to report a material change in results, the 12b-25 must include that disclosure — this effectively forces an early warning of earnings misses.
Filing a 12b-25 avoids the most severe consequences of missing a deadline (loss of S-3 eligibility, potential delisting), but repeated late filings raise governance concerns. The fact that a 12b-25 was filed is publicly visible on EDGAR and is noted by analysts and investors. Companies that fail to file even with the extension face potential SEC enforcement action and stock exchange delisting proceedings.
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