View Information Collection Request (ICR) Package
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COMMENT
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OMB Control No:
3235-0073
ICR Reference No:
202508-3235-006
Status:
Received in OIRA
Previous ICR Reference No:
202305-3235-010
Agency/Subagency:
SEC
Agency Tracking No:
CF
Title:
Form S-3 - 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:
12/03/2025
Requested
Previously Approved
Expiration Date
36 Months From Approved
04/30/2026
Responses
1,467
1,651
Time Burden (Hours)
168,291
187,008
Cost Burden (Dollars)
302,923,031
228,232,780
Abstract:
The Securities Act of 1933 (“Securities Act”) was designed to prevent misrepresentation, deceit and other fraudulent acts and practices in the sale of securities. Section 5 of the Securities Act requires that a registration statement be filed before any security is publicly offered, and that the registration statement be effective before any security is sold. Section 7 of the Securities Act and Schedule A outlines the information that must be contained in a registration statement. Section 7 gives the Commission the authority to vary such disclosure for various classes of issuers and securities. The Commission has used its statutory authority to develop a number of specialized registration statement forms that tailor disclosure requirements based on the type of offering, issuer, or other parameters, thereby eliminating burdensome and unnecessary requirements while maintaining investor protection. Form S-3 (17 CFR 239.13) is a short-form securities registration statement that is available to issuers that meet certain registrant and transaction eligibility requirements under the form. The purpose of the information collection is to provide disclosure of material financial and other information with which investors may evaluate the merits of securities in order to make investment decisions.
Authorizing Statute(s):
US Code:
15 USC 77c, 77f, 77g, 77h, 77j
Name of Law: Securities Act of 1933
US Code:
15 USC 77s(a), 77z-3
Name of Law: Securities Act of 1933
US Code:
15 USC 78c(b), 78l, 78m, 78o(d)
Name of Law: Securities Exchange Act of 1934
US Code:
15 USC 78w(a), 78mm
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 46699
09/29/2025
30-day Notice:
Federal Register Citation:
Citation Date:
90 FR 55767
12/03/2025
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-3 - Registration Statement
SEC-1379
Form S-3 - Registration Statement
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
1,467
1,651
0
0
-184
0
Annual Time Burden (Hours)
168,291
187,008
0
0
-18,717
0
Annual Cost Burden (Dollars)
302,923,031
228,232,780
0
0
74,690,251
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 decrease in burden hours of 18,717 hours is due to a decrease in the estimated number of annual Form S-3 responses (from 1,651 to 1,467). The increase in cost burden of $74,690,251 is due to an increase in the Commission’s estimate of the cost to issuers of outside professionals (from $400 per hour to $600 per hour). That increase is partially offset by the estimated decrease in the in number of annual Form S-3 responses (as described above).
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:
12/03/2025
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