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OMB Control No: 3235-0066	ICR Reference No: 202508-3235-004
Status: Active	Previous ICR Reference No: 202303-3235-012
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Form S-8-Securities Act Registration Statement
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR: No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 01/26/2026
	Date Received in OIRA: 11/28/2025
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	01/31/2029	36 Months From Approved	04/30/2026
Responses	2,541	0	2,140
Time Burden (Hours)	35,892	0	30,228
Cost Burden (Dollars)	21,534,975	0	12,090,800

Abstract: Generally, Section 5 of the Securities Act of 1933 (the “Securities Act”) requires that a registration statement be filed with the Commission before any securities are publicly offered and that the registration statement be effective before any securities are sold. Section 5(b) of the Securities Act further requires that investors be furnished with a prospectus (which constitutes a major part of each registration statement) containing the information to enable them to evaluate the securities and make informed investment decisions. Section 7 and Schedule A of the Securities Act delineate the information required to be contained in a registration statement. Section 7 expressly gives the Commission the authority to vary such disclosure for various classes of issuers and securities. Pursuant to this authority, the Commission adopted Form S-8 (17 CFR 239.16b), a simplified registration statement that may be used to register securities offered under employee benefit plans. A principal function of the Commission’s forms and rules is to make material information available to investors and other market participants. The information required by Form S-8 informs security holders, investors, broker dealers, investment banking firms, professional securities analysts, and others when making investment and voting decisions in connection with the securities.

Authorizing Statute(s): US Code: 15 USC 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78c, 78l, 78m, 78n, 78o(d) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78w(a), 78ll Name of Law: Securities Exchange Act of 1934

Citations for New Statutory Requirements: None

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 54811	11/28/2025
30-day Notice:	Federal Register Citation:	Citation Date:
	90 FR 54811	11/28/2025
Did the Agency receive public comments on this ICR? No

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Form S-8-Securities Act Registration Statement	SEC 1398

ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to Adjustment in Estimate
Annual Number of Responses	2,541	2,140	401
Annual Time Burden (Hours)	35,892	30,228	5,664
Annual Cost Burden (Dollars)	21,534,975	12,090,800	9,444,175

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The increase in burden hours of 5,664 hours and the increase in cost burden of $9,444,175 are due to adjustments largely from the increase in our estimate of the number of annual Form S-8 responses. Specifically, the increase in burden hours reflects an increase in the number of annual Form S-8 responses (from 2,140 responses to 2,541 responses). The increase in cost burden reflects this increase in the number of annual responses as well as the Commission’s increase in the cost burden per hour estimate from $400 per hour to $600 per hour for outside professionals.

Annual Cost to Federal Government:

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination. Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination. No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

Agency Contact: Pearl Crawley 202 551-3256 crawleyp@sec.gov

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