Statement on the Final Rule on Exhibit Hyperlinks and HTML Format
Commissioner Kara M. Stein
U.S. Securities and Exchange Commission
March 1, 2017
Good morning. I would like to thank staff in the Division of Corporation Finance for their work on this final rule on exhibit hyperlinks and HyperText Markup Language or HTML formatting. In particular, I would like to thank Sean Harrison, Felicia Kung, and Betsy Murphy.
This rule should make it much easier to access exhibits to a company’s registration statement or periodic report. In many cases, exhibits are incorporated by reference, meaning that they are not attached to a current filing but were filed sometime in the past. In order to find an exhibit, an individual would need to embark on a time-consuming search of a company’s historic filings on EDGAR, which is the Commission’s repository for company filings.
Today’s rule will eliminate the inefficiencies associated with such a search process. It will require companies that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or certain foreign companies that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in their exhibit index.
In addition, in order to support functional hyperlinks, today’s final rule would amend Rule 105 of Regulation S-T and require registrants to file in HTML format all registration statements or periodic reports that are subject to certain exhibit filing requirements. The rule would allow a one year phase-in period from the effective date for non-accelerated and smaller reporting company ASCII filers.
I look forward to working on similar projects and improvements that make disclosure more accessible, and create efficiencies for both investors and companies going forward.
 HTML formatting will be required for all registration statements or periodic reports that are subject to the exhibit filing requirements of Item 601 of Regulation S-K, and Forms F-10 and 20-F.
 Similarly, a phase in period is also contemplated with respect to filings on Form 10-D to accommodate certain programming changes being implemented on the EDGAR system, which will allow registrants to include the Form 10-D and Form ABS-EE in a single submission so that required exhibit hyperlinks can be created when a Form 10-D is filed.