Form 8-K is a current report that is filed by public companies in the U.S. when a material event occurs. These filings include important information for shareholders and must be submitted to the SEC within four business days of the event. Previously, a Form 8-K only required XBRL if it included updated financials. In March 2019, as part of the FAST Act, the SEC passed a new ruling which requires filers to tag their Form 8-K cover pages using iXBRL. This will be phased in at the same time filers become subject to the iXBRL mandate.
Additional Requirements for Tagging
This change also comes with additional requirements on which fields need to be tagged. These new fields give more detailed information about the registrant, such as address, phone number, and SEC file number. (Sections 6.5.46-52 of the Edgar Filer Manual detail the additional fields that are required when filing iXBRL.) Each of these additional fields is required to be tagged and linked to the associated text on the cover page of the filing.
When linking facts to the HTML, some will require data transformations to convert the text to the standardized iXBRL format. A common example is converting the ballot boxes on the cover page to true or false. If the formatting of the text does not match with the data transformation rule, it will still be linked to the text, but will be marked as hidden in the underlying iXBRL.
Cover Page Text Transformations
Cover page linking also includes certain text transformations. One example of this is where the EFM states that the registrant name in the filing must match the registrant name in the EDGAR database. But, certain variations of words are still allowed. For instance, “ABC Corporation” can be used in the iXBRL when the registrant is ABC Corp in the EDGAR database. These exceptions make it less likely that a fact on the cover page would need to use the hidden tag.
Since Form 8-Ks must be filed within four business days of the material event, it is important that your iXBRL provider can turn around your document quickly. Transform™ has a user-friendly interface to guide you through the tagging process, displaying which fields are required and how to link them to the correct text. With our roll-forward technology, our software makes it quick and easy to go from one Form 8-K to the next without losing all your data or links. Need more help? Our team is ready to help you through the process or handle the tagging for you.