This bill raises the maximum offering amount under Regulation A exemptions from \$50 million to \$150 million, with future inflation adjustments mandated.
Marlin Stutzman
Representative
IN-3
The Regulation A+ Improvement Act of 2025 significantly updates securities regulations by raising the maximum aggregate offering amount under the JOBS Act exemption from \$50 million to \$150 million. This new threshold will be automatically adjusted for inflation every two years by the SEC. The bill aims to provide greater capital-raising flexibility for businesses.
The new Regulation A Improvement Act of 2025 is looking to triple the amount of money certain growing companies can raise from the public without having to go through the full, expensive registration process with the Securities and Exchange Commission (SEC). Specifically, this legislation raises the aggregate offering amount limit for what’s known as Regulation A offerings—often called 'mini-IPOs'—from $50 million to a hefty $150 million (SEC. 2. JOBS Act-related exemption).
This isn't just a number change; it’s a major shift in how mid-sized companies can fund their expansion. If you’re a founder who needed $75 million to build that new manufacturing plant or expand your tech platform, you previously had to deal with the full, costly SEC registration process. Now, you can potentially raise that cash much faster and cheaper, using the streamlined Regulation A framework. The bill also includes a smart, practical detail: the SEC must adjust that new $150 million limit for inflation every two years based on the Consumer Price Index, ensuring this funding mechanism stays relevant over time.
For companies, this is a clear win for capital access. It means more businesses can tap into public investment dollars without the time and expense associated with a traditional Initial Public Offering (IPO). This could be huge for growth-stage businesses—think of a successful regional brewery that needs to scale up nationally, or a software company that needs to hire hundreds of engineers. They get the cash they need to grow, and fast.
However, for the average person investing their money, this change raises a few flags. Regulation A offerings are designed to be less burdensome for the company, which means they come with less intense regulatory scrutiny compared to a fully registered offering. By raising the ceiling by $100 million, the bill is essentially allowing companies to put much larger offerings—up to three times the previous limit—into the market under lighter disclosure rules (Section 3(b)(2)(A)).
If you’re a retail investor who likes to dabble in these early-stage or growth-stage investments, you’ll see opportunities for much larger deals. But remember, the trade-off for the company’s reduced paperwork is often reduced investor protection. The risk profile of a $150 million offering that hasn’t gone through the full SEC registration wringer is inherently higher than a fully registered one. This means investors need to do even more homework before putting their money into these larger Regulation A deals. The bill’s intent is to fuel company growth, but that growth comes with increased risk exposure for those funding it.
The requirement for the SEC to adjust the $150 million threshold for inflation every two years is a welcome piece of policy mechanics (Section 3(b)(2)(A)). Without it, the value of the exemption would erode over time, making it pointless in a decade or two. This adjustment mechanism ensures that the exemption remains a viable tool for capital formation. The bill also clarifies that any other existing adjustments the SEC makes to other capital calculation rules are separate from this primary inflation adjustment, keeping the accounting clean (Section 3(b)(5)(A) and (B)).