SEC Extends Regulation S-Rules OMB Review Comment Request
Summary
The SEC has submitted to OMB a request for extension of the previously approved collection of information under Regulation S (17 CFR 230.901 through 230.905), which governs offers and sales of securities made outside the United States without registration under the Securities Act of 1933. The collection affects approximately 1,103 foreign private issuers that rely on Regulation S once per year, generating an estimated annual reporting burden of 4,136 hours and total annual cost burden of $827,250. Public comments on this information collection request are due within 30 days of publication, by May 28, 2026.
“We estimate that 75% of the 5 hours per response is carried internally by the respondent for annual reporting burden of 4,136 hours ((0.75 × 5 total hours per response) × 1,103 responses).”
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What changed
The SEC submitted this request to OMB pursuant to the Paperwork Reduction Act of 1995, seeking extension of the previously approved collection of information requirements under Regulation S (17 CFR 230.901 through 230.905). Regulation S sets forth rules applicable to offers and sales of securities made outside the United States without registration under the Securities Act of 1933, addressing the extraterritorial application of registration requirements. The information required by Regulation S is mandatory but not publicly filed with the Commission, and no assurances of confidentiality are provided.
Foreign private issuers relying on Regulation S should be aware that the SEC is seeking to extend OMB approval of this collection (OMB Control No. 3235-0357), with comments accepted through May 28, 2026 at reginfo.gov or via email to OMB. The estimated annual cost burden of $827,250 reflects external professional costs at $600 per hour for the 25% of response burden carried externally.
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Apr 25, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
Notice
Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Regulation S-Rules Governing Offers and Sales Made Outside the United States Without Registration Under the Securities Act of 1933
A Notice by the Securities and Exchange Commission on 04/27/2026
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- Public Inspection Published Document: 2026-08159 (91 FR 22561) Document Headings ###### Securities and Exchange Commission
- [OMB Control No. 3235-0357] Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736
Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below.
Regulation S (17 CFR 230.901 through 230.905) sets forth rules applicable to offers and sales of securities made outside the United States without registration under the Securities Act of ( printed page 22562) 1933 (15 U.S.C. 77a et seq.) (“Securities Act”). Regulation S addresses the extraterritorial application of the registration requirements of the Securities Act. The information required by Regulation S is mandatory, and although the information required by Regulation S is not publicly filed with the Commission, there are no assurances of confidentiality provided with respect to such information. We estimate that the information collections in Regulation S, on average, take approximately 5 hours per response to comply with and that there are approximately 1,103 foreign private issuers that rely on Regulation S once per year, for a total of approximately 1,103 responses annually to the information collection requirements in Regulation S. We estimate that 75% of the 5 hours per response is carried internally by the respondent for annual reporting burden of 4,136 hours ((0.75 × 5 total hours per response) × 1,103 responses). We estimate that 25% of the 5 hours per response is carried externally by outside professionals retained by the respondent at an estimated rate of $600 per hour for a total annual cost burden of $827,250 ((0.25 × 5 total hours per response) × $600 per hour × 1,103 responses).
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number.
The public may view and comment on this information collection request at: https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202601-3235-001 or send an email comment to MBX.OMB.OIRA.SECdeskofficer@omb.eop.gov within 30 days of the day after publication of this notice by May 28, 2026.
Dated: April 23, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-08159 Filed 4-24-26; 8:45 am]
BILLING CODE 8011-01-P
Published Document: 2026-08159 (91 FR 22561)
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