Regulation A+ Improvement Act of 2025
Sponsored By: Representative Stutzman
In Committee
Summary
Raises Regulation A offering caps. This bill would increase the monetary thresholds in Section 3(b) of the Securities Act to let small companies offer and sell larger amounts under Regulation A. It would also require the Securities and Exchange Commission to update those dollar amounts for inflation every five years.
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- Small companies and startups would be able to raise larger amounts through Regulation A: it replaces the $5 million cap with $50 million for one tier and raises the $50 million cap to $150 million for the higher tier.
- Selling security holders who are affiliates face specific limits on how much they can sell within those totals: no more than $12 million for the lower tier and $50 million for the higher tier.
- The Securities and Exchange Commission must publish Federal Register notices every 5 years that adjust the thresholds using the Consumer Price Index for All Urban Consumers and round the amounts to the nearest $10,000.
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Bill Overview
Analyzed Economic Effects
1 provisions identified: 1 benefits, 0 costs, 0 mixed.
Higher fundraising caps for small issuers
This bill would raise Regulation A offering limits for small companies. It would replace the $5,000,000 Tier 1 limit with $50 million and limit affiliate sales in that tier to $12 million. It would replace the $50,000,000 Tier 2 limit with $150 million and limit affiliate sales in that tier to $50 million. The Commission would adjust these dollar amounts for inflation every 5 years using the CPI‑U and round to the nearest $10,000, with the change published in the Federal Register. If enacted, these changes would take effect upon enactment.
Sponsors & CoSponsors
Sponsor
Stutzman
IN • R
Cosponsors
Davidson
OH • R
Sponsored 12/16/2025
Roll Call Votes
No roll call votes available for this bill.
View on Congress.gov