{"data":{"id":"us/17-cfr-230.135","jurisdiction":"us","citation":"17 CFR 230.135","heading":"Notice of proposed registered offerings.","body":"(a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if:\n(1) Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and\n(2) Limited notice content. The notice otherwise includes no more than the following information:\n(i) The name of the issuer;\n(ii) The title, amount and basic terms of the securities offered;\n(iii) The amount of the offering, if any, to be made by selling security holders;\n(iv) The anticipated timing of the offering;\n(v) A brief statement of the manner and the purpose of the offering, without naming the underwriters;\n(vi) Whether the issuer is directing its offering to only a particular class of purchasers;\n(vii) Any statements or legends required by the laws of any state or foreign country or administrative authority; and\n(viii) In the following offerings, the notice may contain additional information, as follows:\n(A) Rights offering. In a rights offering to existing security holders:\n(1) The class of security holders eligible to subscribe;\n(2) The subscription ratio and expected subscription price;\n(3) The proposed record date;\n(4) The anticipated issuance date of the rights; and\n(5) The subscription period or expiration date of the rights offering.\n(B) Offering to employees. In an offering to employees of the issuer or an affiliated company:\n(1) The name of the employer;\n(2) The class of employees being offered the securities;\n(3) The offering price; and\n(4) The duration of the offering period.\n(C) Exchange offer. In an exchange offer:\n(1) The basic terms of the exchange offer;\n(2) The name of the subject company;\n(3) The subject class of securities sought in the exchange offer.\n(D) Rule 145(a) offering. In a § 230.145(a) offering:\n(1) The name of the person whose assets are to be sold in exchange for the securities to be offered;\n(2) The names of any other parties to the transaction;\n(3) A brief description of the business of the parties to the transaction;\n(4) The date, time and place of the meeting of security holders to vote on or consent to the transaction; and\n(5) A brief description of the transaction and the basic terms of the transaction.\n(b) Corrections of misstatements about the offering. A person that publishes a notice in reliance on this section may issue a notice that contains no more information than is necessary to correct inaccuracies published about the proposed offering.\nNote to § 230.135:\nCommunications under this section relating to business combination transactions must be filed as required by § 230.425(b).","path":["Title 17—Commodity and Securities Exchanges","CHAPTER II—SECURITIES AND EXCHANGE COMMISSION","PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933"],"source_url":"https://www.ecfr.gov/api/versioner/v1/full/2026-08-25/title-17.xml","current_through":"2026-08-25","vintage":"","retrieved_at":"2026-08-27T02:24:31Z","sha256":"57501998433d6378e58226a0514e5991f7820bc67ce81cb998ceccb4a1165fad","source_id":"us-cfr","stale":true,"prev":"us/17-cfr-230.134b","next":"us/17-cfr-230.135a"},"notice":"GroundRules: Original legal text. Not legal advice."}