Joint Supplemental Letter to the SEC on Registered Offering Reform

Ladies and Gentlemen:

The Bank Policy Institute, the American Bankers Association, and the ABA Securities Association submit this letter to supplement our July 27, 2026 comments on the Securities and Exchange Commission's proposal regarding Registered Offering Reform. We appreciate the SEC’s consideration of our prior comment letter, as well as the opportunity to meet with the SEC on September 8, 2026, to discuss our comments. This letter, like our previous comments, is focused on one aspect of the proposal: the proposed elimination of Form S-3 eligibility for certain "ineligible issuers."

As described in our July comment letter, the proposed "ineligible issuer" disqualification would represent a significant departure from the SEC's longstanding regulatory approach, under which "ineligibleissuer" status has limited certain offering-related accommodations, but has not restricted access to Form S-3 itself or precluded registered shelf offerings. For existing issuers, including public U.S. bank holding companies, banks, and savings and loan holding companies ("Bank Issuers"), the speed, flexibility, and predictability of Form S-3 and shelf access is essential to execute significant, recurring public-market issuance programs.

The proposed disqualification from use of Form S-3 and shelf registration is overly broad and punitive.

Download the joint letter to read the full text.