HR6541-119

What This Bill Does

The Regulation A+ Improvement Act of 2025 amends Securities Act section 3(b), the JOBS Act exemption used by smaller issuers to raise capital without a full public offering registration. The House-reported version raises the smaller Regulation A tier from $5 million to $50 million, including no more than $12 million sold by affiliate selling security holders. It raises the larger tier from $50 million to $150 million, including no more than $50 million sold by affiliate selling security holders.

The SEC must adjust the dollar amounts for inflation every five years by publishing notice in the Federal Register and rounding to the nearest $10,000 based on the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics. The bill also conforms the existing SEC authority to increase those limits so the inflation adjustment is preserved.

Who Benefits and How

Small companies seeking capital benefit because the exempt offering ceiling rises to $50 million. Mid-sized private companies benefit because the Regulation A+ ceiling rises to $150 million. Affiliate selling security holders benefit from explicit caps allowing resale amounts within the exempt offering. Regulation A underwriters benefit because more offerings may be large enough to justify underwriting work. Securities lawyers benefit from more exempt-offering compliance work. Retail investors benefit from more access to private-company offerings, though with more exposure to issuer risk.

Who Bears the Burden and How

SEC Corporation Finance staff must administer larger exempt offerings and publish five-year inflation adjustments. SEC investor-protection staff must monitor a bigger Regulation A market with retail participation. Issuers using the exemption still must comply with Regulation A disclosure and qualification requirements. Traditional IPO underwriters may lose some offerings if issuers can raise more money through Regulation A. Retail investors bear risk if larger exempt offerings provide less protection than registered offerings.

Key Provisions

• Raises the Securities Act section 3(b)(1) exempt-offering limit from $5 million to $50 million.
• Adds a $12 million cap for affiliate selling security holders in the smaller tier.
• Raises the Regulation A+ section 3(b)(2)(A) limit from $50 million to $150 million.
• Adds a $50 million cap for affiliate selling security holders in the larger tier.
• Requires SEC inflation adjustments every five years using CPI-U and Federal Register notice.
• Preserves SEC authority to increase the limits in addition to the inflation adjustment.