The bill amends Section 3(b) of the Securities Act of 1933 to raise the dollar cap used for the JOBS Act–related exemption commonly called Regulation A (Reg A) from $50,000,000 to $150,000,000 and directs the Securities and Exchange Commission to adjust that cap for inflation every two years using the Consumer Price Index for All Urban Consumers, rounded to the nearest $10,000. It also revises related statutory language so other dollar amounts referenced in paragraph (5) are treated as adjusted in addition to the principal cap adjustment.
This is a narrowly focused statutory change: it changes the numeric threshold and prescribes a specific inflation-adjustment mechanism. For practitioners, compliance officers, and SEC staff, the result will be a larger cohort of issuers eligible for the Reg A exemption and a recurring administrative requirement for the Commission and market participants to apply and track biennial CPI adjustments.
At a Glance
What It Does
The bill replaces the $50 million Reg A Tier 2 cap in 15 U.S.C. 77c(b)(2)(A) with $150 million and requires the SEC to adjust that dollar amount for inflation every two years using the CPI-U, rounding to the nearest $10,000. It also amends paragraph (5) to make clear that other statutory dollar amounts are adjusted in addition to the main cap adjustment.
Who It Affects
Mid-sized issuers that target Reg A offerings, online crowdfunding platforms and broker-dealers that distribute Reg A securities, SEC staff who must implement the adjustments, and compliance and legal teams that advise issuers on eligibility. It also affects market intermediaries who price, underwrite, or counsel Reg A offerings.
Why It Matters
Raising the statutory cap materially widens the set of companies that can use Reg A as a securities-exemption path, changing capital-raising choices for issuers between private placement, Reg A, and registered offerings. The mandated CPI-U adjustment locks in a statutory index and cadence, reducing regulatory discretion and creating a recurring administrative task for the SEC and market participants.
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What This Bill Actually Does
Regulation A (the exemption developed further under the JOBS Act and often called Reg A+) rests on a statutory exemption authority in Section 3(b) of the Securities Act. This bill leaves the Reg A framework alone except for replacing the numeric statutory ceiling that has been treated as the Tier 2 cap.
Instead of $50 million, the statute will now say $150 million, straight‑up. That makes a larger, clearly defined tranche of offerings eligible for the JOBS Act exemption without changing the other statutory or rule-based elements of Reg A (for example, disclosure requirements and ongoing reporting are not modified by this text).
The bill then adds a mechanical inflation rule: the SEC must adjust the cap every two years using the CPI-U published by the Bureau of Labor Statistics and round the adjusted figure to the nearest $10,000. That means the specified dollar ceiling will move with inflation on a fixed cadence, reducing the need for repeated statutory updates but also prescribing the index and frequency the agency must use.A short textual tweak to paragraph (5) makes those other statutory dollar figures subject to the same pattern of adjustment “in addition to” the principal adjustment in paragraph (2)(A).
Practically, the tweak signals Congress intended the related dollar figures to move with the main cap rather than remain static, but it does not identify which administrative steps or which downstream regulatory figures (beyond those in paragraph 5) must change, so the SEC will need to interpret and operationalize that linkage.Because the change is limited to statutory numbers and the adjustment formula, the immediate compliance impact falls on counsel and accounting teams who must check eligibility under a higher and periodically changing cap, on platforms and intermediaries that process Reg A filings, and on the SEC, which must publish and apply the adjusted figures and may need to issue guidance about start dates, publication practices, and interactions with existing Reg A rules and state securities laws.
The Five Things You Need to Know
The bill amends 15 U.S.C. 77c(b)(2)(A) to raise the statutory Reg A cap from $50,000,000 to $150,000,000.
It requires the SEC to adjust that dollar cap for inflation every two years using the CPI-U (Consumer Price Index for All Urban Consumers) published by BLS.
The statute requires the Commission to round each adjusted figure to the nearest $10,000.
A companion language change to paragraph (5) makes other dollar amounts in that paragraph subject to adjustment “in addition to” the main (2)(A) inflation adjustment.
The bill modifies only the numeric cap and adjustment mechanics in Section 3(b); it does not change Reg A’s substantive disclosure, reporting, or other statutory exemptions.
Section-by-Section Breakdown
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Short title
Provides the Act's name: "Regulation A+ Improvement Act of 2025." This is a standard drafting clause with no substantive effect on securities law, but it frames the bill’s intent to alter the Regulation A-related statutory language.
Raise Reg A cap to $150 million and require CPI-U adjustments
Replaces the prior $50,000,000 statutory figure with $150,000,000 and instructs the SEC to adjust that statutory amount for inflation every two years to the nearest $10,000 using the CPI-U. Practically, the Commission must calculate and publish an updated cap on a two-year cadence; the bill prescribes the index (CPI-U) and rounding rule but leaves administrative details (publication timing, effective dates) to the Commission's implementation.
Align other paragraph (5) dollar amounts with the main adjustment
Edits the text of paragraph (5) to state that the referenced dollar amounts are to be adjusted 'in addition to' the adjustment described in paragraph (2)(A). That wording creates a statutory cross-link: related thresholds or dollar figures mentioned in paragraph (5) will move alongside the principal cap rather than remaining static. The change is drafting-focused but significant: it obligates the SEC to treat those dollar amounts as subject to inflation adjustments and may require agency interpretive work to determine exactly which figures and regulatory consequences that entails.
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Explore Finance in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Mid-size issuers seeking capital: Companies whose financing needs fall between the old $50M cap and the new $150M cap gain a statutory path to use Reg A for larger offerings, potentially lowering the cost and complexity of raising capital compared with full SEC registration.
- Reg A distribution platforms and broker-dealers: Platforms that host Reg A offerings and dealers that underwrite or distribute these securities could see expanded deal flow and new revenue opportunities from larger offerings.
- Regional and community issuers: State-based and regional enterprises that previously outgrew Reg A eligibility may now access broader capital pools without converting to full SEC-registered offerings, which can support localized expansion.
- Legal, accounting, and compliance advisors: Advisory firms that counsel on securities compliance will gain more clients and recurring work as issuers evaluate eligibility and adjust to biennial cap changes.
Who Bears the Cost
- Securities and Exchange Commission: The SEC must implement the mandated CPI-U adjustment mechanics, publish updated figures on a two-year schedule, and likely issue guidance—an unfunded administrative burden not created by rules authority but by statute.
- Issuers’ compliance and legal teams: Larger sets of issuers must track a moving statutory cap and ensure filings, disclosures, and eligibility decisions reflect the updated dollar amounts, adding recurring operational work.
- Investors in Reg A offerings: As maximum offering sizes grow, individual investors may face exposure to larger, less-liquid issuers via Reg A; intermediary due diligence and pricing will need to scale accordingly.
- Market intermediaries and auditors: Underwriters, auditors, and service providers will need to adapt processes and controls for bigger Reg A transactions, which can increase costs and workload per offering.
Key Issues
The Core Tension
The central dilemma is straightforward: expand statutory access to capital for mid-sized issuers by lifting the Reg A ceiling and automating inflation adjustments, or keep the ceiling lower to limit the size of exempt offerings and preserve tighter investor protections and regulatory oversight—this bill chooses expansion and mechanized indexing, shifting the burden of managing the resulting risks to regulators, intermediaries, and investors.
The bill delivers a simple numeric and mechanical change, but that simplicity hides implementation choices and trade-offs. By prescribing CPI-U and a biennial cadence, Congress removes agency discretion over index choice and adjustment frequency; that reduces the SEC's flexibility to choose an index or update schedule better aligned with securities-market realities, and it forces the Commission into a recurring administrative task that must be resourced.
The rounding to the nearest $10,000 reduces volatility in adjusted figures but can produce small step changes that matter at statutory cliffs.
The revision to paragraph (5) clarifies congressional intent that related dollar figures move with the main cap, but it leaves open which specific downstream regulatory amounts (including any rule-based thresholds or state-law interactions) the SEC must treat as adjusted. That ambiguity will require the Commission to interpret the change and possibly issue implementing guidance or rule amendments.
Separately, increasing the statutory cap alters market incentives—more companies may choose Reg A rather than registered offerings—but the bill does not change disclosure or investor-protection rules accompanying Reg A. That gap means the statutory eligibility expands while associated investor protections remain unchanged, a mismatch that will drive debate about whether further regulatory or legislative fixes are needed.
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