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OMB Control No: 3235-0073	ICR Reference No: 202606-3235-011
Status: Received in OIRA	Previous ICR Reference No: 202508-3235-006
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Form S-3 - Registration Statement
Type of Information Collection: Revision of a currently approved collection	Common Form ICR: No
Type of Review Request: Regular	Date Submitted to OIRA: 07/22/2026

	Requested	Previously Approved
Expiration Date	36 Months From Approved	02/28/2029
Responses	1,872	1,467
Time Burden (Hours)	214,756	168,291
Cost Burden (Dollars)	386,552,088	302,923,031

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 77e, 77g, 77j, 77r 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 78ll, 78mm Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78l, 78m, 78n, 78o, 78w(a) 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:
3235-AN41	Proposed rulemaking	91 FR 31022	05/26/2026

Federal Register Notices & Comments
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

ICR Summary of Burden

	Total Request	Previously Approved	Change Due to Agency Discretion
Annual Number of Responses	1,872	1,467	405
Annual Time Burden (Hours)	214,756	168,291	46,465
Annual Cost Burden (Dollars)	386,552,088	302,923,031	83,629,057

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

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

Burden Reduction Due to:

Short Statement: The proposed amendments are intended to facilitate capital formation in the public securities markets consistent with investor protection. The proposed amendments would, among other things, expand the number of issuers eligible to conduct shelf offerings on Form S-3, extend certain benefits currently reserved for WKSIs, modernize Form S-1 by expanding the ability to incorporate information by reference, preempt State securities law registration and qualification requirements for all registered offerings, and modernize certain forms and rules. For purposes of the PRA, the Commission estimates that, for Form S-3, the proposed amendments would result in a net increase of 405 responses, a net increase of 46,465 burden hours, and a net increase in the cost burden of $83,629,057.

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: Isabel Rivera 202 551-3249

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