View Information Collection Request (ICR) Package
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COMMENT
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OMB Control No:
3235-0066
ICR Reference No:
202508-3235-004
Status:
Received in OIRA
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
Date Submitted to OIRA:
11/28/2025
Requested
Previously Approved
Expiration Date
36 Months From Approved
04/30/2026
Responses
2,541
2,140
Time Burden (Hours)
35,892
30,228
Cost Burden (Dollars)
21,534,975
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
Form S-8
ICR Summary of Burden
Total Request
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
2,541
2,140
0
0
401
0
Annual Time Burden (Hours)
35,892
30,228
0
0
5,664
0
Annual Cost Burden (Dollars)
21,534,975
12,090,800
0
0
9,444,175
0
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
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
11/28/2025
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