SEC Extends Daily Filing Deadline for Form 144 Submissions

The SEC adopted amendments to Regulation S-T to extend the EDGAR filing deadline for when a Form 144 is considered to be filed on the date of submission from 5:30 p.m. EST to 10:00 p.m. EST.

Prior to these amendments, a Form 144 submitted by direct transmission prior to 5:30 p.m. EST was considered filed on the same business day, while a Form 144 submitted after 5:30 p.m. EST was considered to have been filed the next business day. Under the final rule, the SEC said that the EDGAR system will be updated to accept Form 144 and Form 144/A submissions from 6:00 a.m. EST until 10:00 p.m. EST.

Additionally, the final rule include two technical corrections to (i) correct the time that EDGAR will begin accepting filings each day in SA Rule 110 ("Business Hours of the Commission") and (ii) reinstate the Regulation S-T-based requirement for paper filings of Form 144 for non-reporting issuers, which had been erroneously removed in the rule adopting electronic submission requirements (see 87 FR 61977).

The final rule amendments will become effective on or around March 20, 2023, which is when the SEC said that it expects to complete the updates to the EDGAR system. The SEC said it will disclose the new filing hours in an update to the EDGAR Filer Manual.

SEC Commissioner Mark T. Uyeda supported the deadline extension, but urged the SEC to change the deadline for all EDGAR-eligible forms in a single rule change instead of implementing a "piecemeal" approach that results in related submissions having varying deadlines. Mr. Uyeda said that, given the globalization of access to U.S. markets and the global expansion of remote work, the SEC should tailor the EDGAR system to the new environment and reevaluate whether the current framework best serves filers and investors.