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Remember to update your Form 8-K, Form 10-Q, and Form 10-K cover pages

Greg Mennerick Michele Kloeppel Sarah Larson May 3, 2019

Earlier this year, the SEC finalized amendments to its regulations to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies, consistent with its mandate under the Fixing America’s Surface Transportation (FAST) Act. The amendments are intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. You can find the SEC’s adopting release here.

A majority of the amendments became effective May 2, 2019, including the following changes to the cover pages of certain SEC forms:

  • Forms 8-K and 10-Q will require disclosure of the national exchange or principal U.S. market for a company’s securities, the trading symbol, and the title of each class of securities;

  • Form 10-K will have a new field for disclosure of the trading symbol for any securities listed on an exchange; and

  • Form 10-K will no longer have a checkbox to show delinquent Section 16 filers.*

*Note that as provided by page 43 of the SEC’s adopting release, the checkbox that was previously required for delinquent Section 16(a) reports should be eliminated. The template Form 10-K on the SEC’s website, however, still currently includes that checkbox.

The SEC’s forms can be accessed on the SEC’s website here. For your reference, here are links to redlines of the updated 8-K, 10-Q and 10-K cover pages.

Forms 10-K, 10-Q, 8-K, 20-F and 40-F will also require Inline XBRL tags on the cover page. This part of the rule is subject to a three-year phase-in, starting with large accelerated filers with respect to reports for fiscal periods ending on or after June 15, 2019.

Please reach out to one or more of the authors of this alert if you would like a comprehensive list of the changes being implemented by the amendments.

Greg Mennerick, Michele Kloeppel, and Sarah Larson are members of Thompson Coburn’s Corporate & Securities practice.