SEC new (proposed) amendment requiring hyperlinks to filing exhibits is technically moot

The SEC has proposed amendments that will require registrants to hyperlink exhibits from within their filings.

The proposed amendments would affect all registrants that file registration statements and reports that are required to include exhibits under Item 601 of Regulation S-K, specifically Forms S-1, S-3, S-4, S-8, S-11, SF-1, SF-3, F-1, F-3, and F-4 under the Securities Act and Forms 10, 10-K, 10-Q, 8-K, and 10-D under the Exchange Act. In addition, the proposed amendments would affect Forms F-10 and 20-F.

From the SEC:

“Under the proposed amendments, a registrant would be required to include an active hyperlink to each exhibit identified in the exhibit index of the filing. If the filing is a periodic or current report under the Exchange Act, a registrant would be required to include an active hyperlink to each exhibit listed in the exhibit index when the report is filed. If the filing is a registration statement, the registrant would only be required to include an active hyperlink to each exhibit in the version of the registration statement that becomes effective. We preliminary believe that this would ensure that the most complete exhibit index is hyperlinked and located in one primary document.”

What this proposed ruling does modify is that, today, linking is optional. (Of course, it is best practice and transparent.) The new ruling will make it a SEC requirement.

From a technology aspect, this new ruling affects a very small percentage of issuers – those that are only filing is ASCII. As you see in the SEC’s chart below, most all filings are in HTML.

Certainly, as one of the USA’s top three “EDGARizing” agent, we know that most every filing currently can contain links to exhibits – however, today, virtually no submission has all exhibits hyperlinked now, and the vast majority don’t currently have any hyper linking of exhibits. There is work to do.

SEC-TABLE

One important clarification: XBRL exhibits will be exempt also from the hyperlinking requirement as the file is “machine-readable” code. The HTML of the filing will contain links.

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