Form S-3.SupportingStatement.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM S-3
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

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.
2.

Purpose and Use of the Information Collection

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.
3.

Consideration Given to Information Technology

Registrants are required to file Form S-3 electronically using the Commission’s
Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.
4.

Duplication of Information

Form S-3 is designed to provide information that is specific to that issuer or offering,
thereby eliminating burdensome and unnecessary requirements.
5.

Reducing the Burden on Small Entities

Small entities generally are not eligible to file Form S-3 because of the form’s eligibility
requirements.

6.

Consequences of Not Conducting Collection

The Securities Act’s objectives of ensuring disclosure of material information to
investors in connection with securities offerings could not be met with less frequent collection of
this information.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s review
of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form S-3 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic personally
identifiable information (PII) that may include a name and job title. However, the agency has
determined that the information collection does not constitute a system of records for purposes of
the Privacy Act. Information because information is not retrieved by a personal identifier. In
accordance with Section 208 of the E-Government Act of 2002, the agency has conducted a
Privacy Impact Assessment (PIA) of the EDGAR system, in connection with this collection of
information. The EDGAR PIA, published on March 6,2025, is provided as a supplemental
document and is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form S-3

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0073

1,467

168,291

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form S-3 takes
approximately 458.87 hours per response to comply with the collection of information

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requirements and is filed once per year by 1,467 respondents, for a total of 1,467 responses
annually. We further estimate that 25% of the collection of information burden is carried
internally by the issuer and that 75% of the burden of preparation is carried externally by outside
professionals retained by the issuer. Based on our estimates, we calculated the total annual
reporting burden to be 168,291 hours ((0.25 x 458.87 total hours per response) x 1,467
responses).
For administrative convenience, these estimates have been rounded to the nearest whole
number. The burden estimate for the hours is made solely for the purpose of the PRA. We
derived our burden hour estimates by estimating the average number of hours it would take an
issuer to compile the necessary information and data, prepare and review disclosure, file
documents and retain records. In connection with rule amendments to the form, we occasionally
receive PRA estimates from public commenters about incremental burdens that are used in our
burden estimates. We believe that the actual burdens will likely vary among individual issuers
based on the nature of their operations.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form S-3

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0073

1,467

$302,923,031

We estimate that 75% of 458.87 total hours per response is carried externally by outside
professionals retained by the issuer. We estimate that those outside professionals will cost the
issuer $600 per hour for a total annual cost burden of $302,923,031 ((75% x 458.87 hours per
response) x $600 per hour x 1,467 responses).
The estimated hourly cost of $600 per hour is based on our consultations with registrants
and professional firms who regularly assist registrants in preparing and filing disclosure
documents with the Commission. Our estimates reflect average burdens, and therefore, some
companies may experience costs in excess of our estimates and some companies may experience
costs that are lower than our estimates. For administrative convenience, the paperwork cost
burden has been rounded to the nearest dollar. The cost burden estimate is made solely for the
purpose of the PRA.

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14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to
the Federal government for all its relevant collections of information. The SEC anticipates that
future extensions of this collection of information will reflect the revised methodologies.
15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

Annual Time Burden (Hours)

Annual Burden Cost Burden ($)

IC
Title

Previously
Approved

Requested

Change
In No. of
responses

Previously
Approved

Requested

Change
In
Burden

Previously
Approved

Request
Cost burden

Change
In
Cost
Burden

Form
S-3

1,651

1,467

(184)

187,008

168,291

(18,717)

$228,232,780

$302,923,031

$74,690,251

The decrease in burden hours of 18,717 hours is due to a decrease in the estimated
number of annual Form S-3 responses (from 1,651 to 1,467). The increase in cost burden of
$74,690,251 is due to an increase in the Commission’s estimate of the cost to issuers of outside
professionals (from $400 per hour to $600 per hour). That increase is partially offset by the
estimated decrease in the in number of annual Form S-3 responses (as described above).
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form,
although the OMB control number will be displayed. Including the expiration date on the
electronic version of this form will result in increased costs, because the need to make changes to
the form may not follow the application’s scheduled version release dates.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
There are no exceptions to certification for PRA submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.
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