H.R. 6541: Regulation A+ Improvement Act of 2025
Sponsor
Marlin Stutzman
Republican · IN-3
Companies get a much bigger fundraising shortcut
Why it matters
$150 million is the new ceiling. H.R. 6541 would triple the top Regulation A+ fundraising cap and raise the smaller exemption cap tenfold, letting companies sell far more securities without a full SEC registration.
H.R. 6541 would let companies raise up to $150 million through Regulation A+ offerings, up from $50 million today.
The bill also increases the smaller exemption cap from $5 million to $50 million. That is a tenfold jump for the lower tier, aimed at making exempt offerings usable for companies that have outgrown today's limits but are not ready for a traditional registered offering.
It is not just about new money for the company. Affiliated insiders could also sell more of their own shares in these offerings — up to $12 million in the smaller tier and up to $50 million in the larger one.
The SEC would have to update all of these dollar caps every five years for inflation, using the Consumer Price Index and rounding to the nearest $10,000. That means the limits would keep rising over time instead of staying fixed until Congress acts again.
Bill Progress
Latest Action · Feb 25, 2026
Placed on House floor schedule, Calendar No. 451.
H.R. 6541 Bill Summary
What H.R. 6541 actually does.
Smaller exempt offerings jump to $50 million
The bill raises one fundraising cap from $5 million to $50 million, giving smaller companies far more room to raise capital without a full SEC registration.
Regulation A+ offerings rise to $150 million
The top Regulation A+ ceiling would increase from $50 million to $150 million, making much larger exempt offerings possible.
Insiders can sell more shares
Affiliated selling shareholders could sell up to $12 million in the smaller tier and up to $50 million in the larger Regulation A+ tier.
Caps rise automatically with inflation
The SEC would have to update the dollar limits every five years using the Consumer Price Index, so the thresholds would not stay frozen for decades.
SEC must publish updated limits
Each inflation update would be published in the Federal Register and rounded to the nearest $10,000.
Who benefits from H.R. 6541?
Growth-stage companies that need more than $50 million
These firms could raise up to $150 million through Regulation A+ instead of hitting today's $50 million ceiling.
Smaller companies outgrowing the $5 million tier
The lower exemption would expand to $50 million, which could make it usable for businesses that need a midsize capital raise without a full registration process.
Company insiders and affiliated shareholders
Affiliates would get clear room to sell shares in these offerings — up to $12 million in the smaller tier and up to $50 million in the larger tier.
Lawyers, brokers, and platforms built around exempt offerings
If more companies choose Regulation A+ instead of a fully registered offering, the businesses that structure and market these deals could see more activity.
Who is affected by H.R. 6541?
Investors buying exempt offerings
You could see more offerings and much larger ones, with some reaching $150 million without using the full SEC registration track tied to traditional public offerings.
The Securities and Exchange Commission
The SEC would have to administer the higher caps and recalculate them every five years using inflation data.
Companies weighing how to go public
Firms that might have needed a larger registered offering could instead consider a much bigger Regulation A+ raise.
Affiliated shareholders selling into offerings
These sellers would have explicit new resale limits and more room to exit part of their holdings through exempt offerings.
HR6541 Legislative Journey
House: Committee Action
Feb 25, 2026
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-526.
House: Vote: 28-23
Dec 17, 2025
Ordered to be Reported (Amended) by the Yeas and Nays: 28 - 23.
House: Committee Action
Dec 16, 2025
Committee Consideration and Mark-up Session Held
House: Committee Action
Dec 9, 2025
Referred to the House Committee on Financial Services.
About the Sponsor
Marlin Stutzman
Republican, Indiana's 3rd congressional district · 16 years in Congress
Committees: the Budget, Financial Services
View full profile →
Cosponsors (1)
This bill has 1 cosponsor: 1 Republican. Cosponsors represent 1 state: Ohio.
Committee Sponsors
Financial Services Committee
1 of 53 committee members cosponsored
29 Republicans across this committee haven't cosponsored yet. Mobilize their constituents
H.R. 6541 Quick Facts
- Committee
- Financial Services
- Chamber
- House
- Policy
- Finance and Financial Sector
- Introduced
- Dec 9, 2025
Placed on House floor schedule, Calendar No. 451.
Feb 25, 2026
Official Sources
Official bill page with status, text, actions, and related legislative information for H.R. 6541.
SEC hub for exempt offering pathways and small-business fundraising, directly relevant to the bill's expansion of exempt capital-raising limits.
SEC overview of Regulation A, the existing exemption whose offering cap H.R. 6541 would raise from $50 million to $150 million.
Official eCFR text for Regulation A implementing rules under the Securities Act, useful for understanding the current regulatory framework the bill would modify.
Official U.S. Code page for 15 U.S.C. 77c, the Securities Act provision that H.R. 6541 amends to change exempt offering thresholds.
Official Bureau of Labor Statistics CPI page because the bill requires the SEC to adjust the caps every five years using CPI-U.
Official publication site where the SEC would publish notices announcing inflation-adjusted offering caps under the bill.
SEC portal covering exempt offering categories, providing broader context for the smaller exemption and Regulation A changes in the bill.
H.R. 6541 Common Questions
What would H.R. 6541 do to Regulation A+?
It would raise the top Regulation A+ fundraising cap from $50 million to $150 million, letting companies sell much larger offerings without a full SEC registration.
Would the smaller exemption also change?
Yes. H.R. 6541 would increase the smaller offering cap from $5 million to $50 million — a tenfold jump.
Can company insiders sell their own shares under the bill?
Yes. Affiliated shareholders could sell up to $12 million in the smaller tier and up to $50 million in a Regulation A+ offering.
Does H.R. 6541 create a brand-new SEC exemption?
No. It expands the dollar limits on an existing exemption rather than creating a new one from scratch.
Would the caps stay fixed at $50 million and $150 million?
No. The SEC would have to update the caps every five years for inflation, so the limits could keep rising over time.
How would the SEC calculate those inflation updates?
The bill says the SEC must use the Consumer Price Index for All Urban Consumers and round the new amounts to the nearest $10,000.
Who is most likely to use the higher caps?
Growth-stage companies that need more than today's limits but are not ready for a traditional registered offering are the clearest targets.
Has H.R. 6541 already become law?
No. According to the latest action in the bill metadata, it has been placed on the Union Calendar in the House but has not been enacted.
Based on H.R. 6541 bill text
H.R. 6541 Bill Text
“To amend the Securities Act of 1933 with respect to small company capital formation, and for other purposes.”
Source: U.S. Government Publishing Office
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