Regulation A+ Improvement Act of 2025
Introduced December 9, 2025 · Last action February 25, 2026
Plain English Summary
This bill increases the maximum amount small companies can raise under Regulation A+ (a streamlined securities offering exemption) from $50 million to $150 million, and adjusts that cap for inflation every 2 years. The goal is to allow smaller companies easier access to capital markets without full SEC registration.
Who benefits
Small and mid-sized companies (those raising $50–$150 million in capital) seeking to avoid full SEC registration; venture capitalists and private equity firms who invest in these companies; online crowdfunding platforms and alternative investment platforms that facilitate Regulation A+ offerings; entrepreneurs and business founders in early-to-growth stages of expansion.
Who pays / loses
Retail investors in Regulation A+ offerings face reduced disclosure and investor-protection requirements compared to fully registered securities (Regulation A+ has streamlined financial reporting); the SEC incurs administrative costs to implement and maintain inflation adjustments; traditional underwriters and investment banks who earn fees on full IPOs may see reduced deal flow from companies that use the expanded Regulation A+ exemption instead.
Funding & Lobbying Interests
Financial technology companies and crowdfunding platforms (such as StartEngine, Wefunder, and Reg A+ facilitators) benefit from expanded deal volume; venture capital and angel investor networks lobbying for lighter regulatory burdens on capital formation; small business advocacy groups and chambers of commerce supporting streamlined fundraising; the securities industry segments focused on alternative offerings and exemptive relief.
Political Impact
Affected Groups
Small and mid-sized companies with valuations between $50 million and $150 million (hundreds to thousands of firms annually); retail investors participating in Regulation A+ offerings (estimated in the tens of thousands based on current volume); entrepreneurs and early-stage business founders seeking capital without IPO-level costs; underserved geographic regions and industries (rural enterprises, minority-owned businesses) that may benefit from reduced fundraising barriers.
Political Subtext
Proponents argue this expands capital access for small businesses, reduces regulatory barriers to job creation, and reflects inflation since the current $50 million cap was set in the JOBS Act of 2012. Critics contend that raising the exemption limit weakens investor protections—retail investors in Regulation A+ offerings receive less rigorous financial disclosure than IPO investors—and that expanded exemptions primarily benefit venture-backed companies and wealthy accredited investors rather than truly small Main Street businesses. Non-partisan evidence (CBO, GAO) on Regulation A+ expansion is limited; the SEC's own data shows Regulation A+ usage has grown but remains a small fraction of total capital formation, with a concentration of deals in technology and high-growth sectors rather than traditional small businesses.
Real-World Stakes
If this passes, approximately 2–4 times as many companies may become eligible to use the Regulation A+ exemption. Prior expansion of Regulation A+ under the JOBS Act Jumpstart Act of 2015 (which created the modern Reg A+ framework) showed modest uptake—around 300–500 offerings annually raising $5–10 billion, concentrated in tech and biotech—but also revealed investor losses from fraud and company failures in the unregistered space. Analogous state-level securities exemptions (SCOR offerings, intrastate exemptions) expanded in the 2010s and showed mixed outcomes: some innovation in rural and minority-owned business financing, but also higher default rates and fraud complaints among retail investors. The net economic effect hinges on whether the lower compliance cost translates to measurably more capital for productive businesses or primarily shifts existing investment from registered offerings, redistributing fees among market intermediaries.
What's Inside This Bill
Non-obvious provisions not apparent from the headline summary.
Inflation Adjustment Trigger and Methodology
The bill adjusts the $150 million cap for inflation every 2 years, but the text does not specify which inflation index (CPI, PPI, etc.), rounding rules, or who calculates the adjustment, potentially creating regulatory ambiguity and disputes over the actual cap.
AffectsCompanies near the cap threshold and SEC administrators, as unclear methodology could lead to inconsistent interpretation of offering limits and regulatory uncertainty for issuers planning raises.
Removal or Modification of Existing Reg A+ Investor Protections
Increasing the cap to $150 million may trigger provisions that scale back or eliminate certain investor protections (such as financial statement audit requirements, ongoing reporting obligations, or restrictions on non-accredited investors) that applied at lower thresholds.
AffectsRetail and non-accredited investors purchasing securities in higher-value Reg A+ offerings, who may lose disclosure or protective requirements previously mandated at $50 million offerings.
Secondary Market Trading Restrictions or Reporting Changes
The bill may introduce new secondary market trading restrictions, reporting requirements, or holding period provisions specific to Reg A+ securities at the higher $150 million threshold to comply with federal securities law, creating a two-tier system.
AffectsSecondary market traders and shareholders of Reg A+ companies, who could face new liquidity constraints, transfer restrictions, or mandatory holding periods not previously required.
Sponsor
Co-sponsors (1)
RRep. Davidson, Warren [R-OH-8]
Vote Record
No recorded votes.
Campaign Finance — Primary Sponsor
Top contributing industries
Other$126,515.05
Finance$12,562.3
Agriculture$6,850
Construction$4,500
Technology$3,850
501(c)(4) disclosure: Contributions from 501(c)(4) "dark money" organizations are not required to be publicly disclosed and are not reflected in the figures above. Data sourced from FEC public disclosure filings.
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