Adoption of Updated EDGAR Filer Manual

Federal Register / Vol. 90, No. 19 / Thursday, January 30, 2025 / Rules and Regulations 8493 1See FASB ASC 250–10–50–1 through 50–3 and IAS 8. See also, e.g., Item 302 of Regulation S–K [17 CFR 229.302] and PCAOB Auditing Standard 2820 (par. 8). 2 17 CFR 229.101, 105, and 303. 3See also IAS 37. 4See also IAS 1, Presentation of Financial Statements. 1See Rule 301 of Regulation S–T. 2EDGAR Release 24.3 was deployed on September 16, 2024. 3See Short Position and Short Activity Reporting by Institutional Investment Managers, Release No. 34–98738 (Oct. 13, 2023) [88 FR 75100 (Nov. 1, 2023)]. 4See Short Position and Short Activity Reporting by Institutional Investment Managers, Release No. 34–98738 (Oct. 13, 2023) [88 FR 75100 (Nov. 1, 2023)]. 5See Registration for Index-Linked Annuities and Registered Market Value Adjustment Annuities; Amendments to Form N–4 for Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments, Release No. 33–11294 (July 1, 2024) [FR 89 FR 59978 (July 24, 2024)]. Topic 5.FF, an entity that has an obligation to safeguard crypto-assets for others should determine whether to recognize a liability related to the risk of loss under such an obligation, and if so, the measurement of such a liability, by applying the recognition and measurement requirements for liabilities arising from contingencies in Financial Accounting Standards Board Accounting Standards Codification (‘‘FASB ASC’’) Subtopic 450–20, Loss Contingencies, or International Accounting Standard (‘‘IAS’’) 37, Provisions, Contingent Liabilities and Contingent Assets, under U.S. generally accepted accounting principles and IFRS Accounting Standards, respectively. Entities should effect the rescission of Topic 5.FF on a fully retrospective basis in annual periods beginning after December 15, 2024. Entities may elect to effect the rescission in any earlier interim or annual financial statement period included in filings with the Commission after the effective date of this SAB. Entities should include clear disclosure of the effects of a change in accounting principle upon initial application of this rescission.1 The staff reminds entities that they should continue to consider existing requirements to provide disclosures that allow investors to understand an entity’s obligation to safeguard crypto-assets held for others. These requirements include, but are not limited to, Items 101, 105, and 303 of Regulation S–K; 2 FASB ASC Subtopic 450–20; 3 and FASB ASC Topic 275, Risks and Uncertainties.4 Accordingly, the staff hereby amends the Staff Accounting Bulletin Series as follows:

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Topic 5: Miscellaneous Accounting

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FF. Removed by SAB 122 [FR Doc. 2025–01864 Filed 1–29–25; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 232 [Release Nos. 33–11341; 34–101914; 39– 2559; IC–35419] Adoption of Updated EDGAR Filer Manual AGENCY: Securities and Exchange Commission. ACTION: Final rule. SUMMARY: The Securities and Exchange Commission (‘‘Commission’’) is adopting amendments to Volume II of the Electronic Data Gathering, Analysis, and Retrieval system Filer Manual (‘‘EDGAR Filer Manual’’ or ‘‘Filer Manual’’) and related rules and forms. EDGAR Release 24.4 will be deployed in the EDGAR system on December 16, 2024. DATES: Effective January 30, 2025. The incorporation by reference of the revised Filer Manual is approved by the Director of the Federal Register as of January 30, 2025. FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments to Volume II of the Filer Manual, please contact Rosemary Filou, Deputy Director and Chief Counsel, Jane Patterson, Senior Special Counsel, or Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at (202) 551–3900. For questions regarding the filing of Form SHO, please contact Timothy M. Riley, Branch Chief, or Patrice M. Pitts, Special Counsel, Office of Trading Practices, Division of Trading and Markets at (202) 551–5777. For questions regarding registering the offerings of registered index-linked annuities and registered market value annuities, please contact Heather Fernandez, Financial Analyst, in the Division of Investment Management at (202) 551–6708. For questions regarding Variable Insurance Products XBRL taxonomy, please contact the Office of Structured Disclosure in the Division of Economic and Risk Analysis at (202) 551–5494. For questions regarding filing formats for Schedules 13D and 13G with XML-Based Filing Format, please contact Robert Errett, Sean Harrison, or Joseph Lonergan in the Disclosure Management Office in the Division of Corporation Finance at (202) 551–3225. SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, Volume II: ‘‘EDGAR Filing,’’ Version 72 (December 2024) and amendments to 17 CFR 232.301 (‘‘Rule 301’’). The updated Filer Manual is incorporated by reference into the Code of Federal Regulations. I. Background The Filer Manual contains information needed for filers to make submissions on EDGAR. Filers must comply with the applicable provisions of the Filer Manual in order to assure the timely acceptance and processing of filings made in electronic format.1 Filers must consult the Filer Manual in conjunction with our rules governing mandated electronic filings when preparing documents for electronic submission. II. EDGAR System Changes and Associated Modifications to Volume II of the Filer Manual EDGAR is being updated in EDGAR Release 24.4 and corresponding amendments to Volume II of the Filer Manual are being made to reflect these changes, as described below.2 New Form SHO On October 13, 2023, the SEC adopted new Rule 13f–2 and related Form SHO to provide greater transparency through the publication of short sale-related data to investors and other market participants. Under Rule 13f–2, an institutional investment manager (‘‘Manager’’) that meets certain prescribed reporting thresholds will report certain short position and short activity data for certain equity securities on Form SHO.3 A Manager will file Form SHO using either a fillable web form available on EDGAR, or its own software tool that utilizes a Form SHO￾specific XML. The Commission will thereafter anonymize, aggregate, and publish certain data collected from the forms received. EDGAR will be updated in accord with this new rule.4 Forms Related to Registering the Offerings of Registered Index-Linked Annuities (‘‘RILAs’’) and Registered Market Value Adjustment Annuities On July 1, 2024, the Commission adopted Registration for Index-Linked Annuities and Registered Market Value Adjustment Annuities; Amendments to Form N–4 for Index-Linked Annuities, Registered Market Value Adjustment Annuities, and Variable Annuities; Other Technical Amendments.5 The Rule requires RILAs and registered market value adjustment annuities (collectively, ‘‘non-variable annuities’’) to register on Form N–4 and pay their fees on Form 24F–2. The following changes will be made to allow filers to comply with the new requirements: • EDGAR will be modified to automatically accept initial Form N–4 submissions from Securities Act of 1933 VerDate Sep<11>2014 16:14 Jan 29, 2025 Jkt 265001 PO 00000 Frm 00007 Fmt 4700 Sfmt 4700 E:\FR\FM\30JAR1.SGM 30JAR1 lotter on DSK11XQN23PROD with RULES1

8494 Federal Register / Vol. 90, No. 19 / Thursday, January 30, 2025 / Rules and Regulations 6See Modernization of Beneficial Ownership Reporting, Release No. 33–11253 (Oct. 10, 2023) [88 FR 76896 (Nov. 7, 2023)]. 7 5 U.S.C. 553(b)(A). 8 5 U.S.C. 601 through 612. 9 5 U.S.C. 804(3)(c). 10 5 U.S.C. 553(d)(3). 11 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a). 12 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o–4, 78w, and 78ll. 13 15 U.S.C. 77sss. 14 15 U.S.C. 80a–8, 80a–29, 80a–30, and 80a–37. (‘‘1933 Act’’)-only filers. Upon acceptance, EDGAR will assign a new 1933 Act File Number (‘‘333–’’) to the submission. • EDGAR will no longer require registrants with an investment company type of N–4 to have an Investment Company Act of 1940 file number (‘‘811–’’) in order to make N–VPFS filings. N–VPFS filings made by non￾variable annuities will be accepted in EDGAR as long as the filer has a 1933 Act File Number. • Three new exhibits will be available to Form N–4 filers: Æ EX–99.4p PWR ATTY Æ EX–99.4q ACCT LTR Æ EX–99.4r HISTORIC • EDGAR will be updated to accept the 2024Q4 version of the Variable Insurance Products (‘‘VIP’’) XBRL taxonomy, which incorporates new disclosure requirements on Form N–4 for non-variable annuities. • The Form 24F–2 online application and XML schema will be modified to include updates to Form 24F–2 introduced by the Rule. After the date of this EDGAR release, all Form 24F–2 filers will need to comply with the updated requirements. Submissions created using earlier versions of the schema will be suspended. Additionally, online form filers will be unable to restore a Form 24F–2 created and saved prior to the release date and will be prompted to create a new filing. • Descriptive text throughout the EDGAR Filer Manual will be updated to clarify that certain submission types and EDGAR functionality previously only used by investment companies will now also apply to non-variable annuities. Replacement of Filing Formats for Schedules 13D and 13G With XML￾Based Filing Format In October 2023, the Commission adopted amendments that require beneficial ownership reports on Schedules 13D and 13G to be filed using a structured, machine-readable data language.6 EDGAR is being updated to replace the HTML and ASCII filing formats for Schedules 13D and 13G with an XML-based filing format. Removal of Screenshots From Chapters 5 and 7 The Filer Manual Volume II will be updated to remove screenshots from Chapters 5 and 7 that duplicate instructions provided in the text. Clarification of the Title of Chapter 3 The title of Chapter 3 of the Filer Manual Volume II will be clarified to include reference to submission types and as amended will read ‘‘Index to Forms and Submission Types’’. III. Amendments to Rule 301 of Regulation S–T Along with the adoption of the updated Filer Manual, we are amending Rule 301 of Regulation S–T to provide for the incorporation by reference into the Code of Federal Regulations of the current revisions. This incorporation by reference was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/ filerinformation/current-edgar-filer￾manual. IV. Administrative Law Matters Because the Filer Manual and rule amendments relate solely to agency procedures or practice and do not substantially alter the rights and obligations of non-agency parties, publication for notice and comment is not required under the Administrative Procedure Act (‘‘APA’’).7 It follows that the amendments do not require analysis under requirements of the Regulatory Flexibility Act 8 or a report to Congress under the Small Business Regulatory Enforcement Fairness Act of 1996.9 The effective date for the updated Filer Manual and related rule amendments is January 30, 2025. In accordance with the APA,10 we find that there is good cause to establish an effective date less than 30 days after publication of these rules. The Commission believes that establishing an effective date less than 30 days after publication of these rules is necessary to coordinate the effectiveness of the updated Filer Manual with the related system upgrades. V. Statutory Basis We are adopting the amendments to Regulation S–T under the authority in sections 6, 7, 8, 10, and 19(a) of the Securities Act of 1933,11 sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities Exchange Act of 1934,12 section 319 of the Trust Indenture Act of 1939,13 and sections 8, 30, 31, and 38 of the Investment Company Act of 1940.14 List of Subjects in 17 CFR Part 232 Incorporation by reference, Reporting and recordkeeping requirements, Securities. Text of the Amendments In accordance with the foregoing, title 17, chapter II of the Code of Federal Regulations is amended as follows: PART 232—REGULATION S–T— GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS ■ 1. The general authority citation for part 232 continues to read as follows: Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 78n–1, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 80a–30, 80a–37, 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted.

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■ 2. Section 232.301 is revised to read as follows: § 232.301 EDGAR Filer Manual. Filers must prepare electronic filings in the manner prescribed by the EDGAR Filer Manual, promulgated by the Commission, which sets forth the technical formatting requirements for electronic submissions. The requirements for becoming an EDGAR Filer and updating company data are set forth in the EDGAR Filer Manual, Volume I: ‘‘General Information,’’ Version 41 (December 2022). The requirements for filing on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: ‘‘EDGAR Filing,’’ Version 72 (December 2024). All of these provisions have been incorporated by reference into the Code of Federal Regulations, which action was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with these requirements in order for documents to be timely received and accepted. The EDGAR Filer Manual is available for inspection at the Commission and at the National Archives and Records Administration (NARA). The EDGAR Filer Manual is available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Operating conditions may limit access to the Commission’s Public Reference Room. For information on the availability of the EDGAR Filer Manual at NARA, visit VerDate Sep<11>2014 16:14 Jan 29, 2025 Jkt 265001 PO 00000 Frm 00008 Fmt 4700 Sfmt 4700 E:\FR\FM\30JAR1.SGM 30JAR1 lotter on DSK11XQN23PROD with RULES1

Federal Register / Vol. 90, No. 19 / Thursday, January 30, 2025 / Rules and Regulations 8495 1 5 CFR 1320.12. 2Regulations Implementing the National Environmental Policy Act, Order No. 486, 52 FR 47897 (Dec. 17, 1987), FERC Stats. & Regs. ¶ 30,783. 3 18 CFR 380.4(a)(1). 4 5 U.S.C. 601–12. www.archives.gov/federal-register/cfr/ ibr-locations.html or email fr.inspection@nara.gov. The EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/ filerinformation/current-edgar-filer￾manual. By the Commission. Dated: December 16, 2024. J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2025–01923 Filed 1–29–25; 8:45 am] BILLING CODE 8011–01–P DEPARTMENT OF ENERGY Federal Energy Regulatory Commission 18 CFR Part 381 [Docket No. RM25–5–000] Annual Update of Filing Fees AGENCY: Federal Energy Regulatory Commission (Commission or FERC), Department of Energy (DOE). ACTION: Final rule; annual update of Commission filing fees. SUMMARY: In accordance with the Commission’s regulations, the Commission issues this update of its filing fees. This document provides the yearly update using data in the Commission’s Financial System to calculate the new fees. The purpose of updating is to adjust the fees on the basis of the Commission’s costs for Fiscal Year 2024. DATES: Effective March 3, 2025. FOR FURTHER INFORMATION CONTACT: Muhammed Fofana, Office of the Executive Director, Federal Energy Regulatory Commission, 888 1st Street NE, Washington, DC 20426, 202–502– 6046, Muhammed.Fofana@ferc.gov. SUPPLEMENTARY INFORMATION: I. Introduction

1. The Commission is issuing this document to update filing fees that the Commission assesses for specific services and benefits provided to identifiable beneficiaries. Pursuant to 18 CFR 381.104, the Commission is establishing updated fees on the basis of the Commission’s Fiscal Year 2024 costs. II. Information Collection Statement
2. The Office of Management and Budget (OMB) approves certain information collection requirements imposed by agency rule.1 However, this rule does not contain any new or additional information collection requirements. Therefore, compliance with OMB’s regulations is not required. III. Environmental Analysis
3. The Commission is required to prepare an Environmental Assessment or an Environmental Impact Statement for any action that may have a significant adverse effect on the human environment.2
4. Part 380 of the Commission’s regulations lists exemptions to the requirement to draft an Environmental Analysis or Environmental Impact Statement. Included is an exemption for procedural, ministerial, or internal administrative actions.3 Accordingly, this rulemaking is exempt from the requirement to draft such documents under that provision. IV. Regulatory Flexibility Act
5. The Regulatory Flexibility Act of 1980 (RFA) 4 generally requires a description and analysis of final rules that will have a significant economic impact on a substantial number of small entities. This rule concerns an update to filing fees. The Commission certifies that it will not have a significant economic impact upon participants in Commission proceedings. An analysis under the RFA is therefore not required. V. Document Availability
6. In addition to publishing the full text of this document in the Federal Register, the Commission provides all interested persons an opportunity to view and/or print the contents of this document via the internet through the Commission’s Home Page (https:// www.ferc.gov).
7. From FERC’s Home Page on the internet, this information is available on eLibrary. The full text of this document is available on eLibrary in PDF and Microsoft Word format for viewing, printing, and/or downloading. To access this document in eLibrary, type the docket number excluding the last three digits of this document in the docket number field.
8. User assistance is available for eLibrary and the FERC’s website during normal business hours from FERC Online Support at (202) 502–6652 (toll free at 1–866–208–3676) or email at ferconlinesupport@ferc.gov, or the Public Reference Room at (202) 502– 8371, TTY (202) 502–8659. Email the Public Reference Room at public.referenceroom@ferc.gov. VI. Effective Date
9. The Commission is issuing this rule as a final rule without a period for public comment. Under 5 U.S.C. 553(b)(3)(A), notice-and-comment rulemaking procedures are unnecessary for ‘‘rules of agency organization, procedure, or practice.’’ This rule is therefore exempt from notice-and￾comment rulemaking procedures because it concerns the Commission’s procedures and practices. In particular, the rule adjusts filing fee amounts. The rule will not significantly affect regulated entities or the general public.
10. This rule is effective March 3,

The new fee schedule is as follows: Fees Applicable to the Natural Gas Policy Act

1. Petitions for rate approval pursuant to 18 CFR 284.123(b)(2). (18 CFR 381.403) ........................................................................ $20,360 Fees Applicable to General Activities
2. Petition for issuance of a declaratory order (except under Part I of the Federal Power Act). (18 CFR 381.302(a)) .................... 40,900
3. Review of a Department of Energy remedial order: Amount in controversy: $0–9,999. (18 CFR 381.303(b)) ............................................................................................................................................ 100 $10,000–29,999. (18 CFR 381.303(b)) ................................................................................................................................. 600 $30,000 or more. (18 CFR 381.303(a)) ................................................................................................................................ 59,710
4. Review of a Department of Energy denial of adjustment: Amount in controversy: VerDate Sep<11>2014 16:14 Jan 29, 2025 Jkt 265001 PO 00000 Frm 00009 Fmt 4700 Sfmt 4700 E:\FR\FM\30JAR1.SGM 30JAR1 lotter on DSK11XQN23PROD with RULES1