Notice2025-16387
Order Making Fiscal Year 2026 Annual Adjustments to Registration Fee Rates
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
August 27, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 164 (Wednesday, August 27, 2025)</title>
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[Federal Register Volume 90, Number 164 (Wednesday, August 27, 2025)]
[Notices]
[Pages 41847-41856]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16387]
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SECURITIES AND EXCHANGE COMMISSION
[Release Nos. 33-11384; 34-103768/August 25, 2025]
Order Making Fiscal Year 2026 Annual Adjustments to Registration
Fee Rates
I. Background
The Commission collects fees under various provisions of the
securities laws. Section 6(b) of the Securities Act of 1933
(``Securities Act'') requires the Commission to collect fees from
issuers on the registration of securities.\1\ Section 13(e) of the
Securities Exchange Act of 1934 (``Exchange Act'') requires the
Commission to collect fees on specified purchases of securities.\2\
Section 14(g) of the Exchange Act requires the Commission to collect
fees on specified proxy solicitations and specified tender offers.\3\
These provisions require the Commission to make annual adjustments to
the applicable fee rates.
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\1\ 15 U.S.C. 77f(b).
\2\ 15 U.S.C. 78m(e). Per Section 13(e)(2), a purchase by or for
the issuer or any person controlling, controlled by, or under common
control with the issuer, or a purchase subject to control of the
issuer or any such person, shall be deemed to be a purchase by the
issuer for some or all purposes of Section 13(e)(1).
\3\ 15 U.S.C. 78n(g).
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II. Fiscal Year 2026 Annual Adjustment to Fee Rates
Section 6(b)(2) of the Securities Act requires the Commission to
make an annual adjustment to the fee rate applicable under Section
6(b).\4\ The
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annual adjustment to the fee rate under Section 6(b) of the Securities
Act also sets the annual adjustment to the fee rates under Sections
13(e) and 14(g) of the Exchange Act.\5\
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\4\ 15 U.S.C. 77f(b)(2). The annual adjustments are designed to
adjust the fee rate in a given fiscal year so that, when applied to
the aggregate maximum offering prices at which securities are
proposed to be offered for the fiscal year, it is reasonably likely
to produce total fee collections under Section 6(b) equal to the
``target fee collection amount'' required by Section 6(b)(6)(A) for
that fiscal year.
\5\ 15 U.S.C. 78m(e)(4) and 15 U.S.C. 78n(g)(4).
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Section 6(b)(2) sets forth the method for determining the annual
adjustment to the fee rate under Section 6(b) for fiscal year 2026.
Specifically, the Commission must adjust the fee rate under Section
6(b) to a ``rate that, when applied to the baseline estimate of the
aggregate maximum offering prices for [fiscal year 2026], is reasonably
likely to produce aggregate fee collections under [Section 6(b)] that
are equal to the target fee collection amount for [fiscal year 2026].''
That is, the adjusted rate is determined by dividing the ``target fee
collection amount'' for fiscal year 2026 by the ``baseline estimate of
the aggregate maximum offering prices'' for fiscal year 2026.
III. Target Fee Collection Amount for FY 2026
The statutory ``target fee collection amount'' for fiscal year 2021
and ``each fiscal year thereafter'' is ``an amount that is equal to the
target fee collection amount for the prior fiscal year, adjusted by the
rate of inflation.'' \6\ Consistent with the fiscal year 2021
calculation, the Commission has determined that it will use an approach
similar to one that it uses to annually adjust civil monetary penalties
by the rate of inflation.\7\ Under this approach, the Commission will
use the year-over-year change, rounded to five decimal places, in the
Consumer Price Index for All Urban Consumers (``CPI-U''), not
seasonally adjusted, in calculating the target fee collection amount,
which is then rounded to the nearest whole dollar. The calculation for
the fiscal year 2026 target fee collection amount is described in more
detail below.
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\6\ 15 U.S.C. 77f(b)(6)(A).
\7\ The Commission annually adjusts for inflation the civil
monetary penalties that can be imposed under the statutes
administered by Commission, as required by the Federal Civil
Penalties Inflation Adjustment Act Improvements Act of 2015,
pursuant to guidance from the Office of Management and Budget
(``OMB''). See OMB Dec. 16, 2019, Memorandum for the Heads of
Executive Departments and Agencies,'' M-20-05, on ``Implementation
of Penalty Inflation Adjustments for 2020, Pursuant to the Federal
Civil Penalties Inflation Adjustment Act Improvements Act of 2015.''
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The most recent CPI-U index value, not seasonally adjusted,
available for use by the Commission at the time this fee rate update
was prepared was for June 2025. This value is 322.561.\8\ The CPI-U
index value, not seasonally adjusted, for June 2024 is 314.175.\9\
Dividing the June 2025 value by the June 2024 value and rounding to
five decimal places yields a multiplier value of 1.02669. Multiplying
the fiscal year 2025 target fee collection amount of $864,721,147 \10\
by the multiplier value of 1.02669 and rounding to the nearest whole
dollar yields a fiscal year 2026 target fee collection amount of
$887,800,554.
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\8\ This value was announced July 15, 2025. See <a href="https://www.bls.gov/news.release/archives/cpi_07152025.htm">https://www.bls.gov/news.release/archives/cpi_07152025.htm</a>.
\9\ See ``Table 1. Consumer Price Index for All Urban Consumers
(CPI-U): U.S. city average, by expenditure category, June 2025'' in
the announcement referenced above.
\10\ See 89 FR 68476, published Aug. 26, 2024 (<a href="https://www.federalregister.gov/documents/2024/08/26/2024-19022/order-making-fiscal-year-2025-annual-adjustments-to-registration-fee-rates">https://www.federalregister.gov/documents/2024/08/26/2024-19022/order-making-fiscal-year-2025-annual-adjustments-to-registration-fee-rates</a>).
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Section 6(b)(6)(B) defines the ``baseline estimate of the aggregate
maximum offering prices'' for fiscal year 2026 as ``the baseline
estimate of the aggregate maximum offering price at which securities
are proposed to be offered pursuant to registration statements filed
with the Commission during [fiscal year 2026] as determined by the
Commission, after consultation with the Congressional Budget Office and
the Office of Management and Budget . . . .''
To make the baseline estimate of the aggregate maximum offering
prices for fiscal year 2026, the Commission is using the methodology it
has used in prior fiscal years and that was developed in consultation
with the Congressional Budget Office and OMB.\11\ Using this
methodology, the Commission determines the ``baseline estimate of the
aggregate maximum offering price'' for fiscal year 2026 to be
$6,430,224,001,056. Based on this estimate and the fiscal year 2026
target fee collection amount, the Commission calculates the fee rate
for fiscal 2026 to be $138.10 per million. This adjusted fee rate
applies to Section 6(b) of the Securities Act, as well as to Sections
13(e) and 14(g) of the Exchange Act.
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\11\ Appendix A explains how we determined the ``baseline
estimate of the aggregate maximum offering prices'' for fiscal year
2026 using our methodology, and then shows the arithmetical process
of calculating the fiscal year 2026 annual adjustment based on that
estimate. The appendix includes the data used by the Commission in
making its ``baseline estimate of the aggregate maximum offering
prices'' for fiscal year 2026.
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IV. Effective Dates of the Annual Adjustments
The fiscal year 2025 annual adjustments to the fee rates applicable
under Section 6(b) of the Securities Act and Sections 13(e) and 14(g)
of the Exchange Act will be effective on October 1, 2025.\12\
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\12\ 15 U.S.C. 77f(b)(4), 15 U.S.C. 78m(e)(6), and 15 U.S.C.
78n(g)(6).
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V. Conclusion
Accordingly, pursuant to Section 6(b) of the Securities Act and
Sections 13(e) and 14(g) of the Exchange Act,\13\
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\13\ 15 U.S.C. 77f(b), 78m(e), and 78n(g).
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It is hereby ordered that the fee rates applicable under Section
6(b) of the Securities Act and Sections 13(e) and 14(g) of the Exchange
Act shall be $138.10 per million effective on October 1, 2025.
By the Commission.
Vanessa A. Countryman,
Secretary.
Appendix A
Congress has established a target amount of monies to be
collected from fees charged to issuers based on the value of their
registrations. This appendix provides the formula for determining
such fees, which the Commission adjusts annually. Congress has
mandated that the Commission determine these fees based on the
``aggregate maximum offering prices,'' which measures the aggregate
dollar amount of securities registered with the Commission over the
course of the year (hereafter, ``registrations''). In order to
maximize the likelihood that the amount of monies targeted by
Congress under Section 6(b) of the Securities Act of 1933 will be
collected, the fee rate must be set to reflect projected aggregate
maximum offering prices. As a percentage, the fee rate equals the
ratio of the target amounts of monies to the projected aggregate
maximum offering prices.
For 2026, the Commission has estimated the aggregate maximum
offering prices by projecting forward the trend established in the
previous decade. More specifically, an auto-regressive integrated
moving average (``ARIMA'') model was used to forecast the value of
the aggregate maximum offering prices for months subsequent to July
2025, the last month for which the Commission has data on the
aggregate maximum offering prices.
The following sections describe this process in detail.
A. Baseline Estimate of the Aggregate Maximum Offering Prices for
Fiscal Year 2026
First, calculate the aggregate maximum offering prices (AMOP)
for each month in the sample (July 2015 through July 2025). Next,
calculate the percentage change in the AMOP from month to month.
Model the monthly percentage change in AMOP as a first order
moving average process. The moving average approach allows one to
model the effect that an exceptionally high (or low) observation of
AMOP tends to be followed by a more ``typical'' value of AMOP.
Use the [estimated moving average] [ARIMA] model to forecast the
monthly
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percent change in AMOP. These percent changes can then be applied to
obtain forecasts of the total dollar value of registrations. The
following is a more formal (mathematical) description of the
procedure:
1. Begin with the monthly data for AMOP. The sample spans ten
years, from July 2015 to July 2025.
2. Divide each month's AMOP (column C) by the number of trading
days in that month (column B) to obtain the average daily AMOP
(AAMOP, column D).
3. For each month t, the natural logarithm of AAMOP is reported
in column E.
4. Calculate the change in log (AAMOP) from the previous month
as [Delta]<INF>t</INF> = log (AAMOP<INF>t</INF>)-log
(AAMOP<INF>t-1</INF>). This approximates the percentage change.
5. Estimate the first order moving average model
[Delta]<INF>t</INF> = [alpha] + [beta]e<INF>t-1</INF> +
e<INF>t</INF>, where e<INF>t</INF> denotes the forecast error for
month t. The forecast error is simply the difference between the
one-month ahead forecast and the actual realization of
[Delta]<INF>t</INF>. The forecast error is expressed as
e<INF>t</INF> = [Delta]<INF>t</INF>-[alpha]-[beta]e<INF>t-1</INF>.
The model can be estimated using standard commercially available
software. Using least squares, the estimated parameter values are
[alpha] = 0.0016767055 and [beta] = 0.999999873498758.
6. For the month of August 2025 forecast
[Delta]<INF>t = 8/2025</INF> = [alpha] +
[beta]e<INF>t = 7/2025</INF>. For all subsequent months, forecast
[Delta]<INF>t</INF> = [alpha].
7. Calculate forecasts of log (AAMOP). For example, the forecast
of log (AAMOP) for October 2025 is given by
FLAAMOP<INF>t = 10/2025</INF> = log (AAMOP<INF>t = 7/2025</INF>) +
[Delta]<INF>t = 8/2025</INF> +[Delta]<INF>t = 9/2025</INF> +
[Delta]<INF>t = 10/2025</INF>.
8. Under the assumption that e<INF>t</INF> is normally
distributed, the n-step ahead forecast of AAMOP is given by exp
(FLAAMOP<INF>t</INF> + [sigma]<INF>n</INF>\2\/2), where
[sigma]<INF>n</INF> denotes the standard error of the n-step ahead
forecast.
9. For October 2025, this gives a forecast AAMOP of $25,383
million (Column I), and a forecast AMOP of $583,799 million (Column
J).
10. Iterate this process through September 2026 to obtain a
baseline estimate of the aggregate maximum offering prices for
fiscal year 2026 of $6,430,224,001,056.
B. Using the Forecasts From A To Calculate the New Fee Rate
1. Using the data from Table A, estimate the aggregate maximum
offering prices between 10/01/25 and 9/30/26 to be
$6,430,224,001,056.
2. The rate necessary to collect the target $887,800,554 in fee
revenues required by Section 6(b) of the Securities Act is then
calculated as: $887,800,554 / $6,430,224,001,056 = 0.0001380668.
3. Round the result to the seventh decimal point, yielding a
rate of 0.0001381 (or $138.10 per million).
BILLING CODE 8011-01-P
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[FR Doc. 2025-16387 Filed 8-26-25; 8:45 am]
BILLING CODE 8011-01-C
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</html>Indexed from Federal Register on August 27, 2025.
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