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OMB Control No: 3235-0632	ICR Reference No: 202601-3235-010
Status: Received in OIRA	Previous ICR Reference No: 202303-3235-035
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Rule 12h-1(f)
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: 04/13/2026

	Requested	Previously Approved
Expiration Date	36 Months From Approved	06/30/2026
Responses	40	40
Time Burden (Hours)	20	20
Cost Burden (Dollars)	36,000	36,000

Abstract: Under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”), an issuer that has a class of equity security (other than an exempted security) held of record by 2,000 persons, or 500 persons who are not accredited investors and total assets in excess of $10 million at the end of its most recently ended fiscal year must register that class of equity security with the Commission, unless there is an available exemption from registration. Stock options, including stock options issued to employees under stock option plans, are a separate class of equity security for purposes of the Exchange Act. Rule 12h-1(f) (17 CFR 240.12h-1(f)) provides an exemption for private, non-reporting issuers from Exchange Act Section 12(g) registration for compensatory employee stock options issued under employee stock option plans where certain conditions, including certain information provision conditions, are present. Among other things, the exemption requires an issuer to provide information to option holders and holders of shares received on exercise of compensatory employee stock options. The purpose of the information collection is to provide holders of compensatory employee stock options in private, non-reporting issuers that are relying on the exemption from Exchange Act registration of the compensatory employee stock options appropriate disclosure and investor protections under the Federal securities laws.

Authorizing Statute(s): US Code: 15 USC 78l(h), 78w, 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:
	91 FR 3933	01/29/2026
30-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 18935	04/13/2026
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
Rule 12h-1(f)

ICR Summary of Burden

	Total Request	Previously Approved
Annual Number of Responses	40	40
Annual Time Burden (Hours)	20	20
Annual Cost Burden (Dollars)	36,000	36,000

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:

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. No

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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