Acceptance Review
This is the process where EDGAR® checks if a filing meets certain basic requirements. These checks are about the submission package’s format and completeness and depend on the filing type being submitted.
Accepted
A filing is considered accepted if it has passed the acceptance review process. An accepted status only confirms that a filing has passed the EDGAR® system validation process and was successfully received by the SEC® EDGAR® system. Accepted does not mean that a filing has been reviewed by the SEC® or an SEC® staff member.
Access Codes
To log into EDGAR®, you need three codes: the CIK confirmation code (CCC), a password. Another code included in the SEC® Filer Codes is a password modification authorization code (PMAC).
Accession Number
Each submission to EDGAR® gets a unique reference number. This number allows you to track the submission’s status. However, receiving this number doesn’t mean EDGAR has accepted the submission.
American Standard Code for Information Interchange (ASCII)
ASCII is a code used in the United States for exchanging information between different data processing and communication systems.
Applicant Type
This term refers to the individual or company that needs to file with the SEC®. Different types of applicants include ‘filers,’ ‘filing agents, and ‘transfer agents’.
ASCII/SGML
This refers to documents in Standard Generalized Markup Language (SGML) format that are presented in ASCII code.
Associated Person—Municipal Advisor
This term refers to any individual who fits the definition of an “associated person” as outlined in the Form MA Series Instructions.
Associated Person—Broker-Dealer
This is anyone who qualifies as a “person associated with a broker or dealer,” according to Section 3(a)(18) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(18)). (The definition of “person” in this context is in Section 3(a)(9) of the same statute, 15 U.S.C. 78c(a)(9).)
CCC (CIK Confirmation Code)
An eight-character unique code used by EDGAR®, in combination with the CIK, that is specific to each filer.
CIK (Central Index Key)
This is a unique identifier given by the SEC® to every EDGAR® filer, linked to their EDGAR® filing account.
Class (Contract) Identifier
A unique code assigned by the SEC® to each class (contract) of an investment company, comprising a ‘C’ followed by nine digits.
Confidential
This term is used for parts of documents that are kept private according to SEC® regulations.
Confirming Copy
An electronic version of a paper filing. Here, the paper version is the official document, and the confirming copy is its electronic replica.
Correspondence Submission (CORRESP)
This is a type of submission that filers can use to send non-public information, usually correspondence, to the SEC staff. These submissions aren’t distributed immediately. However, CORRESP may be disseminated at the discretion of the SEC.®
Data Field
A specific section in a submission form where data is entered.
Document
This term broadly covers all sorts of forms, reports, schedules, exhibits, and items of correspondence that are submitted to EDGAR®. An electronic submission may consist of one or several documents. For instance, documents can be a registration statement, a Form 10-Q, a cover letter, or an individual exhibit within a larger submission.
Document Header
In an EDGAR® submission, a document header is used to denote the type of document using specific tags and values. For each separate document in a submission, EDGAR® creates a unique document header.
Document Type
This refers to the specific kind of document being submitted to the SEC® For example, if a submission is a single document, its document type will match the submission type ( i.e. 10-K). On the other hand, a submission with multiple documents will have various document types for each one (such as Form N-1A with several exhibits having document types like N-1A, EX-99.a CHARTER, EX-99b BYLAWS).
EDGAR®
EDGAR® stands for Electronic Data Gathering, Analysis, and Retrieval. It’s the computer system the Commission uses for receiving, accepting, reviewing, and disseminating electronically submitted documents.
EDGAR® Filer Manual
This manual details the requirements for gaining access to EDGAR® and making electronic submissions. It’s governed by Rule 11 of Regulation S-T (17 CFR 232.11) and Rule 301 of Regulation S-T (17 CFR 232.301).
Electronic Filing
This is the process of submitting one or more documents electronically under the federal securities laws to the Commission. More details can be found in Rule 11 of Regulation S-T (17 CFR 232.11).
Electronic Submission
Any document, such as a filing, letter, or part of a modular submission, or any group of documents sent to the SEC® in an electronic format. Refer to Rule 11 of Regulation S-T (17 CFR 232.11) for more information.
Entity
In the context of EDGAR®, an entity is a person who has received permission to make electronic submissions through the EDGAR® system. Here, a “person” could be an individual, a sole proprietor, or any kind of organization like a partnership, corporation, trust, LLC, LLP, etc. Each entity is assigned a Central Index Key (CIK).
Exchange Act
This refers to the Securities Exchange Act of 1934, including all its amendments (15 U.S.C. 78a et seq.).
Extensible Business Reporting Language (XBRL)
XBRL is a language based on XML used for standardizing the reporting of business and financial information. It’s particularly useful for conveying details about a company’s financial performance.
Extensible Markup Language (XML)
XML is a straightforward and very adjustable text format that originates from SGML and is used for effectively submitting information.
File Number
This is a unique identifier the SEC® assigns to various registrations, applications, and reports.
Filer
A filer is an individual or entity on whose behalf an electronic filing is made. This term applies when the filer doesn’t fall into more specific categories like “filing agent” or “transfer agent”. A filer can be an individual, a sole proprietor, or any kind of organization such as a partnership, corporation, trust, LLC, LLP, etc.
Filer-Constructed Submissions
These are submissions made by filers or their agents, created outside the EDGAR® filer interface.
Filing Agent
This refers to a financial printer, law firm, or other entity that uses its own EDGAR®203-301-3953 access codes to submit a filing or part of a filing on behalf of a filer. This entity can be an individual, a sole proprietor, or any organization such as a partnership, corporation, trust, LLC, LLP, etc.
Filing Type
It denotes the submission category made under federal securities laws, like Form 10-K, Form 10-Q, or a preliminary proxy statement.
FINRA (Financial Industry Regulatory Authority)
FINRA is a self-regulatory organization as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(26)). It oversees the operations of member broker-dealers.
Form ID
This online form is known as the Uniform Application for Access Codes, which individuals and companies must fill out to access EDGAR®. The form needs to be signed by an authorized person, notarized, and then uploaded as part of the application process.
Form SE
This form is used by electronic filers to submit exhibits in paper format.
Form TH
This form is utilized to inform the SEC® of a filing made in paper due to a temporary hardship exemption, as outlined in Rule 201 of Regulation S-T (17 CFR 232.201).
Form Type
It refers to a specific document category under federal securities laws, such as Form 10-K or Form S-1. There can be different versions of each form type (like an initial filing or an amendment), and in EDGAR®, each is identified by a unique submission type name.
Funding Portal
Any entity that fits the definition of a “funding portal” under Section 3(a)(80) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78c(a)(80)). (For the definition of “person” in this context, see Section 3(a)(9) of the same statute, 15 U.S.C. 78c(a)(9).)
Grouped Tags
These tags (fields) need to appear together in a filing. Tags following the main tag are numbered sequentially (like 5.1, 5.2, etc.). Only the relevant grouped tags should be used, as not all possible tags may apply to every filing.
Header
This essential information precedes the text of every electronic submission and document through EDGAR®. Submission headers include details like the submission type of the main document and the identity of the electronic filer.
HTML (HyperText Markup Language)
HTML is a basic markup language used to create documents that can be easily transferred across different platforms. It uses tags to describe data elements within a submission.
Inline XBRL:
This is a format that enables filers to integrate XBRL data directly into an HTML document. This method removes the necessity to tag the information separately in an XBRL exhibit.
Institutional Investment Manager (Form 13F filer):
This refers to an entity required to submit Form 13F as per Section 13(f) of the Securities Exchange Act of 1934. Section 3(a)(9) of the same act outlines the definition of’ person’ in this context.
Interactive Data File:
This is a type of machine-readable code that displays information in the XBRL electronic format. It’s mandated by Rule 405 of Regulation S-T and detailed in the EDGAR® Filer Manual. In filings using Inline XBRL under Rule 405(a)(3) of Regulation S-T, part of the interactive data file is integrated into the filing, while the rest is attached as an exhibit.
Investment Company Act:
This term refers to the Investment Company Act of 1940, including all subsequent amendments.
Investment Company, Business Development Company, or Insurance Company Separate Account:
This encompasses entities that qualify as ‘investment companies’ under Section 3 of the Investment Company Act of 1940 or those registering their securities offerings on SEC-approved forms. It includes various types of companies such as management companies, unit investment trusts, business development companies, and certain insurance company separate accounts.
Investment Company Type:
This information is required on the EDGAR® Filing website’s Series and Classes (Contracts) Information page. It indicates the type of investment company based on the form used for its last effective registration statement, such as Forms N-1, N-1A, N-2, N-3, N-4, N-5, N-6, S-1, S-3, or S-6.
Large Trader:
This term refers to an individual or entity that meets the criteria of a “large trader” as specified in Rule 13h-1(a)(1) of the Securities Exchange Act of 1934. The definition of “person” in this context is provided in Section 3(a)(9) of the same act.
LTID (Large Trader Identification Number):
This is a unique number assigned to track large traders according to Rule 13h-1 of the Securities Exchange Act of 1934.
Lockbox:
This is a system set up with a U.S. Treasury-designated depository to collect and deposit various forms of payment, including checks, money orders, cash, and wire transfers, into an SEC® account at the depository.
Master Segment:
Within EDGAR®, a master segment is a final submission that includes all subordinate segments, which are parts or whole documents processed by EDGAR® and intended for inclusion in a submission.
Modular Submission:
This refers to an electronic submission containing one or more documents, or parts thereof, stored in EDGAR’s® non-public area. These are stored for future inclusion in one or more electronic filings as per Rule 501(a) of Regulation S-T.
Module:
A module is a complete or partial document meant for inclusion in an electronic submission. Filers send these to EDGAR® as part of module submissions, and they are stored in a non-public area. Up to 10 modules can be kept for each CIK on EDGAR®, subject to a total storage limit of one megabyte per CIK and a single module.
Municipal Advisor:
This refers to an individual or entity defined as a “municipal advisor” in Section 15B(e)(4) of the Securities Exchange Act of 1934. The term “person” in this context is further defined in Section 3(a)(9) of the same act.
Municipal Advisory Firm:
It includes any organized entity that qualifies as a municipal advisor, including sole proprietors.
Named Transfer Agent:
This is a registered transfer agent hired by an issuer to manage transfer agent functions for a specific security issue. However, this agent delegates some or all of these functions to another registered transfer agent, a service company.
Nationally Recognized Statistical Rating Organization (NRSRO):
This refers to an entity recognized as a “nationally recognized statistical rating organization” under Section 3(a)(62) of the Securities Exchange Act of 1934. The definition of “person” for this term is found in Section 3(a)(9) of the same act.
Non-Investment Company Applicant:
This is an entity applying for an exemption under the Investment Company Act of 1940. The term “person” in this context is defined in Section 2(a)(28) of that act.
Non-Public:
This term refers to information not shared with the public, immediately or ever. An example is correspondence, which is non-public, but the SEC® staff may release parts of it if it’s relevant to their review process.
NRSRO (Nationally Recognized Statistical Rating Organization):
Identical to the definition of “Nationally Recognized Statistical Rating Organization (NRSRO),” it is an entity designated as such under Section 3(a)(62) of the Securities Exchange Act of 1934, with “person” defined in Section 3(a)(9) of the act.
Official Filing:
Any document that the SEC® receives and accepts, regardless of how it’s filed. This includes all the content except for header information, tags, and technical details needed for electronic filings. For investment companies, the electronic identification of the type and inclusion of identifiers for series and classes are considered part of the official filing.
Passphrase:
This security code is used together with the CIK (Central Index Key) to create EDGAR access codes. Both the passphrase and CIK must be correctly entered to generate new or replacement codes. The passphrase, unique for each user, is different from the password and is not used for logging into EDGAR® websites.
Password:
This is a 12-character code for logging into the EDGAR® system and for changing the CCC (Central Code Combination). It’s used with the CIK (Central Index Key) to identify who is making a submission. The password is part of the EDGAR® access codes, along with the CCC and PMAC (Password Modification Authorization Code).
Password Modification Authorization Code (PMAC):
An 8-character code is used specifically for changing the EDGAR® system password. Together with the CCC and password, it forms the set of EDGAR® access codes.
Person:
This term includes individuals, sole proprietorships, and firms. A firm can be a partnership, corporation, trust, limited liability company (LLC), limited liability partnership (LLP), or other organized groups.
PMAC (Password Modification Authorization Code):
PMAC is an 8-character code for password changes on EDGAR®. It’s part of the EDGAR® access codes, which also include the CCC and password.
Registrant:
This refers to any issuer of securities that must file a Securities Act registration statement. It also includes issuers who must file registration statements or reports under the Exchange Act, as well as investment companies required to file under the Investment Company Act.
Securities Act:
This is the Securities Act of 1933, including all its subsequent amendments.
SDR (Security-Based Swap Data Repository):
An entity recognized as a “security-based swap data repository” under Section 3(a)(75) of the Securities Exchange Act of 1934. The term “person” for this definition is given in Section 3(a)(9) of the same act.
Security-Based Swap Dealer and Major Security-Based Swap Participant:
These terms refer to entities classified either as a “security-based swap dealer” or a “major security-based swap participant”, as defined in Sections 3(a)(67) and (71) of the Securities Exchange Act of 1934. The definition of “person” in these contexts is provided in Section 3(a)(9) of the act.
Security-Based Swap Execution Facility:
A platform or system that qualifies as a “security-based swap execution facility” under Section 3(a)(77) of the Securities Exchange Act of 1934.
Segment:
This is a part of a filing that is submitted separately and can be merged with other segments within six business days to create a complete filing.
Segmented Filing:
A document in electronic format that is composed of segments previously submitted to EDGAR’s® non-public data storage. These segments are assembled for one-time use in an electronic filing under Rule 501(b) of Regulation S-T.
Self-Regulatory Organization (SRO):
An entity is defined as a “self-regulatory organization” in Section 3(a)(26) of the Securities Exchange Act of 1934. The definition of “person” for this term is in Section 3(a)(9) of the same act. A list of SROs is available on the SEC® website.
Serial Company:
A company formed when a parent company files a Form 424H with a serial tag to the SEC.
Series Identifier:
A unique code is assigned by the SEC® to each series of an investment company, starting with an “S” followed by nine digits.
SGML (Standard Generalized Mark-up Language):
An international standard for the semantic markup of text documents that allows separation of content from formatting instructions.
SRO (Self-Regulatory Organization):
Similar to the earlier definition, it’s any entity recognized as a “self-regulatory organization” under Section 3(a)(26) of the Securities Exchange Act of 1934. The term “person” is defined in Section 3(a)(9) of that act, and a list of SROs can be found on the SEC website.
Standard Generalized Mark-up Language (SGML):
An internationally standardized system for marking up text documents that enables the distinction between the actual content and the instructions for its display or printing.
Submission:
The basic unit of information sent to EDGAR®. It involves transmitting a document or a series of documents to the SEC®.
Submission Type:
The specific name EDGAR® uses to identify different kinds of submissions to the SEC®, like various forms and their amendments.
Suspended Filing:
A filing that EDGAR® has not accepted due to technical errors that did not pass EDGAR’s® acceptance review process. If a filing is suspended, the errors must be fixed, and the filing resubmitted.
Suspense Message:
A notification from the SEC® indicating that an electronic submission hasn’t met the required filing criteria and has been suspended by EDGAR®. Unless the filer has chosen not to receive such notifications, these messages are emailed to the filer and to all listed email addresses.
Tag:
A label that identifies specific pieces of information in a submission, formatted according to the EDGAR® Filer Manual.
Taxonomy:
An electronic dictionary used in business reporting. It includes a file of element names (.xsd) and files defining relationships between them. The combination of these files forms a taxonomy. The SEC’s Office of Structured Disclosure provides information on the current taxonomies used for interactive data programs.
Technical Specifications:
Instructions published by the SEC® to help companies develop software or formats that are compatible with the EDGAR® system.
Test Filing:
A trial submission to EDGAR® to check if a filing meets the format requirements. EDGAR® communicates the outcome through acceptance or suspense messages. Test filings, which are automatically deleted after review, cannot be converted into live filings.
Training Agent:
An individual who submits only test filings to EDGAR® as part of training others.
Transfer Agent:
An entity is defined as a “transfer agent” in Section 3(a)(25) of the Securities Exchange Act of 1934. The term “person” is further defined in Section 3(a)(9) of the same act.
Transmission:
The process of sending one or more submissions to EDGAR® in a single online session.
Trust Indenture Act:
This act refers to the Trust Indenture Act of 1939, including all its amendments.
Type 1:
A type of module or segment in a submission that contains part of a document placed using or tags.
Type 2:
A module or segment that includes a whole document or documents, similar to an appendix, positioned at the end of a submission.
Value:
The specific information provided by a filer is entered into a data field. For example, the “name” data field would contain the name of a contact person for inquiries about a filing.
XBRL (Extensible Business Reporting Language):
A markup language based on XML is used for standardizing business and financial information reporting.
XML (Extensible Markup Language):
A flexible text format derived from SGML used for efficient information submission.
