Changeflow GovPing Banking & Finance SEC Regulation 14C Comment Request, Extension
Routine Notice Amended Final

SEC Regulation 14C Comment Request, Extension

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Summary

The SEC is requesting comments on extending OMB approval for Regulation 14C and Schedule 14C (OMB Control No. 3235-0057), which governs information statement requirements for issuers not soliciting proxies under Section 14(c) of the Securities Exchange Act of 1934. The SEC estimates approximately 354 respondents filing annually with a total annual burden of 39,756 hours and cost burden of $7,951,194. The SEC also seeks to designate this collection as a "common form" for use by other agencies.

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What changed

The SEC is extending its existing collection of information under Regulation 14C and Schedule 14C, which requires issuers that do not solicit proxies or consents to provide security holders with material information as prescribed under proxy rules. The SEC estimates this collection involves approximately 354 respondents annually with 149.74 hours per response, totaling 39,756 annual burden hours and $7,951,194 in cost burden. The SEC also seeks OMB approval to designate this collection as a "common form" for use by other agencies, such as the Federal Reserve System.

Public companies and issuers subject to Section 14(c) disclosure requirements should monitor this PRA extension, as it affects the ongoing compliance burden for annual Schedule 14C filings. The SEC invites comments on practical utility, accuracy of burden estimates, and ways to minimize paperwork burden. While this is a routine administrative extension rather than a substantive regulatory change, respondents should be aware of the proposed common form designation which may affect multi-agency reporting.

What to do next

  1. Submit written comments to SEC by June 12, 2026
  2. Direct comments to Austin Gerig, Director/Chief Data Officer, via PaperworkReductionAct@sec.gov
  3. Monitor for second opportunity to comment following Federal Register 30-Day Submission Notice

Archived snapshot

Apr 14, 2026

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Content

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”) is soliciting comments on the collection of information summarized
below. The Commission also is requesting approval from OMB to designate this existing collection of information (OMB Control
No. 3235-0057) as a “common form” for purposes of PRA submissions (1) because the Board of Governors of the Federal Reserve System uses this information collection (under OMB Control No. 7100-0091).
The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension
and approval.

Regulation 14C (17 CFR 240.14c-1 through 14c-7) and Schedule 14C (17 CFR 240.14c-101) set forth the requirements for the dissemination,
content, and filing of the information statement required under Section 14(c) of the Securities Exchange Act of 1934. Those
rules and schedule are intended to ensure that issuers that do not solicit proxies or consents provide all relevant security
holders with material information as prescribed under the proxy rules. We estimate that Schedule 14C takes approximately 149.74
hours per response and is filed once per year by approximately 354 respondents, for a total of approximately 354 responses
annually. We estimate that 75% of the 149.74 hours per response is carried internally by the respondent for annual reporting
burden of 39,756 hours ((75% × 149.74 hours per response) × 354 responses). We estimate that 25% of the 149.74 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 $7,951,194 ((25% × 149.74 hours per response) × $600 per hour × 354 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.

Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance
of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's
estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of
the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including
through the use of automated collection techniques or other forms of information technology.

Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities
and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by June 12, 2026. There will be a second opportunity to comment on this SEC request following the
Federal Register
publishing a 30-Day Submission Notice.

Dated: April 9, 2026. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-07082 Filed 4-10-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

(1) See ROCIS PRA Module User Guide v. 8.2, at 110-111 (Mar. 2024), available at https://www.rocis.gov/rocis/viewResources.do (“A common form' is an information collection that can be used by two or more agencies, or government-wide, for the same
purpose. The Common Forms Module [in ROCIS] allows a
host' agency to obtain [OMB] approval of an information collection for
use by one or more using' agencies. After OMB grants approval, any prospective using agency that seeks to collect identical
information for the same purpose can obtain approval to use the
common form' by providing its agency-specific information
to OMB (e.g., burden estimates and number of respondents). . . . The host agency will indicate in the
Federal Register
notices that it is requesting approval of a common form and, if known, identify other agencies that may use the information
collection. Both the
Federal Register
notices and the ICR should account only for the burden imposed by the host agency's use of the common form. Once the host
agency has received approval from OMB, any agency will be able to request OMB approval for its use of the common form in ROCIS
by providing its agency specific information to OMB (e.g., burden estimates and number of respondents). Additional public notice by those agencies will not be required.”).

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CFR references

17 CFR 240.14c-1 17 CFR 240.14c-7 17 CFR 240.14c-101

Named provisions

Regulation 14C Schedule 14C

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Last updated

Classification

Agency
SEC
Published
April 9th, 2026
Comment period closes
June 12th, 2026 (56 days)
Instrument
Notice
Legal weight
Non-binding
Stage
Final
Change scope
Minor
Document ID
FR Doc. 2026-07082
Docket
SEC-2026-2254-0001

Who this affects

Applies to
Public companies
Industry sector
5231 Securities & Investments
Activity scope
SEC filings Disclosure requirements Annual reporting
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Compliance
Topics
Corporate Governance Financial Services

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