The Securities and Exchange Commission (the “SEC”) adopted the “Filing Fee Disclosure and Payment Methods Modernization Rule” on October 13, 2021, to “make the filing process faster, less expensive, and more efficient for SEC staff and market participants.” Over the last few years, the SEC has phased in various requirements of this rule. However, effective July 31, 2025, all filers are now required to be compliant.

Now all filing fee exhibits must be structured and tagged in iXBRL and comply with revised fee table layout requirements in order to be accepted by the SEC EDGAR system. To help companies with preparing compliant fee exhibits, the SEC also released the EDGAR Fee Exhibit Preparation Tool (“FEPT”). Many EDGAR filing agents now also use FEPT or conform to FEPT requirements when supporting companies with table preparation. We advise companies to reach out to their EDGAR filing agents to check if they have a preferred template. With these new changes, certain aspects of precedent filing fee tables are no longer allowed, and complying with these requirements can be time-consuming.

Given the changes, we advise companies to address filing fee considerations earlier in the filing process than they may historically have done. We have listed a few of the FEPT-related issues that we have helped clients to address below.

  • Narrative Disclosure. Fee tables now require for certain shelf takedowns a narrative disclosure specifying the Maximum Aggregate Amount or Maximum Aggregate Offering Price to be included for post-effective amendments and prospectuses. Recently, FEPT was updated to include a separate section titled “Narrative Disclosure” which provides a specific field (instead of the traditional footnote fields) where filers could include this disclosure, and an option to present only the narrative disclosure if the full fee table is not needed.
  • Currency. Additionally, FEPT does not allow some currency symbols. For example, in offerings of non-U.S. dollar denominations, we have seen that FEPT does not allow the currency symbols for the UK pound sterling (£) or the EU euro (€) anywhere in the table, footnotes or narrative disclosure fields. We have seen some companies address this by spelling out a currency symbol, such as “EUR” or “GBP” when referring to these currencies in explanatory footnotes.
  • Proposed Maximum Offering Price Per Unit. FEPT does not allow percentages in the “Proposed Maximum Offering Price Per Unit” column of fee tables. This has posed a practical challenge to filers that are familiar with including this information based on past practices in offerings made pursuant to an automatic shelf registration statement. We have seen some filers circumvent these limitations of FEPT by leaving the “Proposed Maximum Offering Price Per Unit” column blank. As FEPT usage continues to become more widespread, we will continue to monitor how this market practice develops further.
  • Footnotes. Prior to FEPT, filers could add footnote information to almost any field in a table, but FEPT now generally permits only one footnote per offering line. The SEC has suggested approaches to work within these limitations: (1) if multiple pieces of information are needed for a single line, break out the details within one footnote using sub-numbering (e.g., 1.a, 1.b, 1.c); and (2) if a footnote applies to multiple lines, include it on the first applicable line and specify which other lines it covers (e.g., “applies to offering lines 1, 2 and 3”), or add a footnote to each subsequent line that references back (e.g., “See Note 1”).

Beyond FEPT, companies should also be aware of these changes that went into effect within the last few months:

  • Reduced Filing Fee. Effective October 1, 2025, registration statement filing fees decreased from $153.10 per million dollars to $138.10 per million dollars.
  • New Filing Fee Fedwire Payment Format in EDGAR. Effective July 14, 2025, filers paying their filing fees via Fedwire must use the updated Fedwire filing fee payment template. In preparation for filings, we advise companies to ensure their treasury teams have the updated template to avoid any issues or delays with paying. While the Fedwire filing fee payment template has changed, the process for paying the filing fee remains the same.

In light of the many changes to practices for filing fee tables and the complications that filers may encounter in updating their precedents, we encourage companies to build in additional time for filing fee table preparation—ideally addressing these issues well before the final stages of the filing process to get ahead of any technical issues that could delay a time-sensitive filing. For additional guidance, we encourage those preparing fee tables to review a few helpful materials provided by the SEC, such as the EDGAR Filing Fee Interface Courtesy Guide, the Filing Fee Modernization Topics of Frequent Inquiry, and further information regarding the EDGAR filing fees. Please reach out to us if you have questions or would like assistance navigating these issues.