SEC Proposes Extension of Information Collection for Going Private Transactions

Regs.gov: Securities and Exchange Commission

Published March 11th, 2026

Detected March 15th, 2026

Summary

The SEC has submitted a request to the Office of Management and Budget (OMB) for the extension of an existing information collection (OMB Control No. 3235-0007) related to Rule 13e-3 and Schedule 13E-3 concerning going private transactions. The agency is also requesting that this collection be designated as a 'common form'.

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What changed

The Securities and Exchange Commission (SEC) has submitted a request to the Office of Management and Budget (OMB) for the extension of its previously approved information collection activity under Rule 13e-3 and Schedule 13E-3, which govern disclosures for going private transactions. This submission also requests that the collection, identified by OMB Control No. 3235-0007, be designated as a 'common form' for Paperwork Reduction Act (PRA) purposes, as it is also used by the Federal Reserve. The current collection requires approximately 138.70 hours per response, with an estimated annual reporting burden of 1,422 hours and an annual cost burden of $2,559,015.

Regulated entities, specifically issuers involved in going private transactions, should be aware that this is a request for extension and designation as a common form. The public has 30 days from the notice publication date (April 13, 2026) to comment on this information collection request via the provided RegInfo.gov link or email. While this is a routine administrative process for extending an existing collection, entities should ensure their internal processes align with the disclosure requirements of Rule 13e-3 and Schedule 13E-3.

What to do next

Review SEC's request for extension of information collection (OMB Control No. 3235-0007) for Rule 13e-3 and Schedule 13E-3.
Submit comments to OMB by April 13, 2026, if desired.
Ensure ongoing compliance with disclosure and filing requirements under Rule 13e-3 and Schedule 13E-3 for going private transactions.

Source document (simplified)

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”) has submitted to the Office of Management and Budget this request
for extension of the previously approved collection of information discussed below. The Commission also is requesting approval
from OMB to designate this existing collection of information (OMB Control No. 3235-0007) 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).

Rule 13e-3 (17 CFR 240.13e-3) and Schedule 13E-3 (17 CFR 240.13e-100) prescribe the filing, disclosure, and dissemination
requirements in connection with certain going private transactions by an issuer or an affiliate. The information required
by Rule 13e-3 and Schedule 13E-3 is intended to ensure investors are appropriately informed in connection with certain going
private transactions. The information required by Rule 13e-3 and Schedule 13E-3 is mandatory, and Schedule 13E-3 is publicly
available on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. We estimate that Schedule
13E-3 is filed once per year by approximately 41 issuers annually and that it takes issuers approximately 138.70 hours per
response. We estimate that 25% of the 138.70 hours per response is carried internally by the issuer for a total annual reporting
burden of 1,422 hours (138.70 hours per response × 25% × 41 responses). We estimate that 75% of the 138.70 hours per response
is carried externally by outside professionals retained by the issuer at an estimated rate of $600 per hour for a total annual
cost burden of $2,559,015 (138.70 hours per response × 75% × $600 per hour × 41 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=202512-3235-034 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 April 13, 2026.

Dated: March 11, 2026. Vanessa A. Countryman, Secretary. [FR Doc. 2026-04960 Filed 3-12-26; 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 ahost' 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 thecommon 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.”).