FRH1_202230226_omb

Supporting Statement for the
Reporting and Disclosure Requirements Associated with Regulation H
(Securities of State Member Banks)
(FR H-1; OMB No. 7100-0091)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years,
without revision, the Reporting and Disclosure Requirements Associated with Regulation H
(Securities of State Member Banks) (FR H-1; OMB No. 7100-0091). The Board’s Regulation H
- Membership of State Banking Institutions in the Federal Reserve System (12 CFR Part 208)
requires state member banks (SMBs) whose securities are subject to registration pursuant to the
Securities Exchange Act of 1934 (Exchange Act)1 to disclose certain information to shareholders
and securities exchanges and to report information relating to their securities to the Board using
forms adopted by the Securities and Exchange Commission (SEC) and in compliance with
certain rules and regulations adopted by the SEC.
The estimated total annual burden for the FR H-1 is 6,649 hours. The forms and
instructions used for this collection are available on the SEC’s public website at
https://www.sec.gov/forms.
Background and Justification
Section 12 of the Exchange Act requires an SMB with more than $10 million in total
assets and a class of equity security held by 2,000 or more shareholders, or which has a class of
securities listed on a national exchange, to register such security with the SEC. Pursuant to
section 12(i) of the Exchange Act, the Board has the authority to administer and enforce certain
provisions of the Act with respect to SMBs with registered securities. Section 208.36(a) of the
Board’s Regulation H provides that SMBs with securities subject to registration pursuant to
section 12 of the Exchange Act must comply with the rules, regulations, and forms adopted by
the SEC pursuant to the relevant provisions of the Exchange Act and the Sarbanes-Oxley Act of
2002 (Sarbanes-Oxley),2 except that any required reports must be filed with the Board, rather
than the SEC. The reports, which are made public, provide the public with material financial
information about the registered securities of SMBs, alert the public to ownership changes in and
tender offers for those securities, and provide shareholders with information relevant to the
solicitation of proxies. Additionally, the disclosures required by the relevant SEC regulations
provide that an SMB with registered securities must provide certain relevant information to its
shareholders and to the securities exchange on which the SMB’s shares are registered.
Description of Information Collection
Under section 208.36 of Regulation H, SMBs must comply with the filing requirements
set forth in any relevant SEC rules, regulations, releases, and reporting forms pursuant to certain
1
2

15 U.S.C. § 78a et seq.
Pub. L. 107-204, 116 Stat. 745 (2002).

sections of the Exchange Act and Sarbanes-Oxley. All required financial statements of SMBs
must comply with the requirements of the SEC’s Regulation S-X (17 CFR Part 210). Certain of
the required forms must also comply with the uniform disclosure requirements of the SEC’s
Regulation S-K (17 CFR Part 229). 3 Respondent SMBs must comply with any changes to SEC
filing requirements that may occur from time to time pursuant. Certain of the SEC filing
requirements listed below may have been revised since the FR H-1 was last approved by the
Board, and may be revised in the future. Changes to the SEC’s reporting and recordkeeping
requirements are made pursuant to notice-and-comment procedures pursuant to the Paperwork
Reduction Act or Administrative Procedure Act, as appropriate.
All reports filed with the Board are submitted through the U.S. mail and then distributed
to the Federal Reserve Banks of New York, Chicago, and San Francisco and the Reserve Bank in
the district in which the reporting bank is located.
The FR H-1 information collection currently consists of the following SEC reporting and
disclosure requirements.
Reporting Requirements
Form 10 (17 CFR 249.210)
Form 10 is the general reporting form for registration of securities pursuant to section
12(b) or (g) of the Exchange Act of classes of securities of issuers for which no other reporting
form is prescribed. It requires certain business and financial information about the issuer. If this
registration is pursuant to section 12(b) of the Exchange Act, the form must also be disclosed to
the relevant national exchange.
Form 8-A (17 CFR 249.208a)
Form 8-A is a registration statement used to register a class of securities under section
12(b) or section 12(g) of the Exchange Act for certain issuers. The form requests certain
information concerning the class of securities being registered. If the registration is pursuant to
section 12(b) of the Exchange Act, this form must also be disclosed to the relevant national
exchange.
Form 8-A does not require as detailed a disclosure as Form 10 concerning the issuer’s
business because issuers using Form 8-A generally will provide more detailed information
through periodic reports pursuant to section 13. The form requires disclosure of information
concerning the particular class of securities being registered (such as dividend and voting rights
in connection with common stock).
3

Regulation S-K specifies uniform disclosure requirements applicable to registration statements under section 12 of
the Exchange Act, periodic reports under sections 13 and 15(d) of the Exchange Act, going-private transaction and
tender offer statements under sections 13 and 14 of the Exchange Act, and proxy and information statements under
section 14 of the Exchange Act. The disclosure requirements apply to the collections of information associated with
Form 10, Form 8-A, Rule 13e-1, Rule 13e-3 and Schedule 13E-3, Regulation 14A and Schedule 14A,
Regulation 14C and Schedule 14C, Regulation 14D and Schedule 14D-9, Form 8-K, Form 10-K, and Form 10-Q
(See SEC Forms, https://www.sec.gov/forms).

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Regulation 12B (17 CFR 240.12b-1 through 240.12b-37)
Regulation 12B contains the requirements for registration statements filed pursuant to
sections 12(b) and 12(g) of the Exchange Act and all reports filed pursuant to section 13 of the
Act,4 including all amendments to such statements and reports. To the extent that the specific
requirements for any such statement or report differ from the terms of this regulation,
respondents should comply with the requirements specific to the statement or report.
Rule 13e-1 (17 CFR 240.13e-1)
Rule 13e-1describes the information that must be reported to the Board before an issuer
of a registered security that is the subject of a tender offer made under section 14(d)(1) of the
Exchange Act may purchase any of its equity securities during the tender offer.
Regulation 14D (17 CFR 240.14d-1 through 240.14d-103) and
Schedule 14D-9 (17 CFR 240.14d-101)
Regulation 14D applies to any tender offer that is subject to section 14(d)(1) of the
Exchange Act, including, but not limited to, any tender offer for securities of a class described in
that section that is made by an affiliate of the issuer.
Regulation 14D implements section 14(d) of the Exchange Act and provides for the filing
of Schedule 14D-9. Schedule 14D-9 must be filed when an issuer or its representative makes a
solicitation or recommendation to the shareholders with respect to a tender offer that is subject to
Regulation 14D. It contains background information about the offer and its purposes.
Form 8-K (17 CFR 249.308)
Form 8-K is the current report, which must be used to report the occurrence of any
material events or corporate changes that are of importance to investors or security holders and
previously have not been reported by the registrant. In particular, this form is used to file current
reports required by Rule 13a-11 (17 CFR 240.13a-11) or Rule 15d-11 (17 CFR 240.15d-11) and
for reports of nonpublic information required to be disclosed by regulation FD (17 CFR 243.100
and 243.101).
Form 10-Q (17 CFR 249.308a)
Pursuant to section 13 of the Exchange Act, every issuer of a security registered pursuant
to section 12 of the Exchange Act must file periodic and current reports, including filing
Form 10-Q for each of the first three fiscal quarters of the company’s fiscal year. It includes
unaudited financial statements and provides an overview of major changes in the company ’s
financial position, as compared to the prior corresponding period. The report must be filed within
40 or 45 days of the end of the quarter, depending on the size and other characteristics of the
reporting company.
4

For qualifying SMBs, the registration statement requirements apply to the collections of information associated
with Form 10, Form 8-A, Rule 13e-1, Rule 13e-3 and Schedule 13E-3, Form 8-K, Form 10-K, and Form 10-Q.

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SMBs that have no foreign offices and control total assets of $150 million or less may
substitute the quarterly financial statements they submit as part of their Consolidated Reports of
Condition and Income (Call Report) (FFIEC 041 and FFIEC 051; OMB No. 7100-0036) in lieu
of the financial statements required to be included as part of Form 10-Q. SMBs electing this
option do not need to include any interim statements of cash flow or comparative balance sheets
and income statements from prior fiscal years. These SMBs must include earnings per share or
net loss per share prepared in accordance with generally accepted accounting principles and must
report any material contingencies.
Form 10-K (17 CFR 249.310)
Pursuant to section 13 of the Exchange Act, every issuer of a security registered pursuant
to section 12 of the Exchange Act must file periodic and current reports, including filing
Form 10-K, annually. It provides a comprehensive overview of the registrant’s business and
includes audited annual financial statements. Depending on the reporting company’s size and
other characteristics, the report must be filed within 60, 75, or 90 days after the end of the
company’s fiscal year.
Reporting and Disclosure Requirements
Rule 13e-3 (17 CFR 240.13e-3) and Schedule 13E-3 (17 CFR 240.13e-100)
Rule 13e-3 describes the information that must be reported to the Board by an issuer of a
registered security and disclosed by the issuer to holders of the relevant class of security before
the issuer may engage in certain transactions or a series of such transactions that is reasonably
likely to or has the purpose of (1) causing any class of equity securities of the issuer that is
subject to section 12(g) of the Exchange Act to become eligible for termination of registration or
causing the reporting obligations with respect to such class to become eligible for termination or
suspension or (2) causing any class of equity securities of the issuer that is either listed on a
national securities exchange or authorized to be quoted in an inter-dealer quotation system of a
registered national securities association to be neither listed on any national securities exchange
nor authorized to be quoted on an inter-dealer quotation system of any registered national
securities association.
Schedule 13E-3 is to be filed by any issuer engaging in such a transaction.
Regulation 14A (17 CFR 240.14a-1 et seq.) and
Schedule 14A (17 CFR 240.14a-101)
Regulation 14A sets forth the requirements for the disclosure, content, and reporting of
proxy or consent solicitation materials in connection with annual or other meetings of holders of
a class of securities registered under section 12 of the Exchange Act. State law governs the
circumstances under which shareholders are entitled to vote. Copies of final proxy statements
and proxy cards are filed with the Board and any national securities exchange on which the
issuer’s securities are registered at the time they are sent to shareholders. Certain preliminary
proxy filings relating to mergers, consolidations, acquisitions, and similar matters are non-public

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upon filing; all other proxy filings are publicly available. Schedule 14A contains the information
required to be included in a proxy statement.
Regulation 14C (17 CFR 240.14c-1 et seq.) and Schedule 14C (17 CFR 240.14c-101)
Section 14(c) of the Exchange Act requires issuers of registered securities that do not
solicit proxies or consents from any or all of the holders of record of a class of securities
registered under section 12 of the Exchange Act and in accordance with the rules and regulations
prescribed under section 14(a) in connection with a meeting of security holders (including action
by consent) to disclose to any holders that were not solicited an information statement
substantially equivalent to the information that would be required to be transmitted if a proxy or
consent solicitation were made. Regulation 14C sets forth the requirements for the dissemination,
content, and filing of the information statement. Schedule 14C contains the information required
to be included in an information statement.
Rule 14f-1 (17 CFR 240.14f-1)
Rule 14f-1 requires that when, pursuant to any arrangement or understanding with the
person or persons acquiring securities in a transaction subject to section s 13(d) or 14(d) of the
Exchange Act, any persons are to be elected or designated as directors of the issuer of registered
securities, other than at a meeting of security holders, and the persons so elected or designated
will constitute a majority of the directors of the issuer, the issuer shall file with the Board and
transmit to holders of securities of the issuer, information required by certain items of the SEC’s
proxy rules not less than 10 days prior to the time the persons elected or designated as directors
of the issuer take office, or such shorter period as the Board may authorize upon a showing of
good cause.
Rule 12b-25 (17 CFR 240.12b-25) and Form 12b-25 (17 CFR 249.322)
Rule 12b-25 requires that, if a registrant is unable to file timely all or any portion of a
Form 10-K or Form 10-Q, the registrant must file a Form 12b-25 with the Board no later than
one business day after the end of the specified period when the report is due. In Form 12b-25, the
registrant must identify the report, or the portion thereof, that will not be filed timely and the
reasons why the report cannot be filed on time.
Form 15 (17 CFR 249.323)
An SMB with registered securities must file Form 15 to certify the termination of the
registration of a class of securities registered under section 12(g) of the Exchange Act by
certifying that the number of holders of record of a class of security registered under section
12(g) of the Exchange Act is reduced to less than 300 persons, or that the number of holders of
record of a class of security registered under section 12(g) of the Exchange Act was fewer than
500 persons and the total assets of the issuer have not exceeded $10 million on the last day of
each of the issuer’s most recent three fiscal years. Additionally, Form 15 must be filed to provide
notice of the suspension of the issuer’s duty to file reports pursuant to section 13 of the Exchange
Act when the conditions in 17 CFR 249.323(b) are met.

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Disclosure Requirements
Forms 3, 4, and 5 (17 CFR 240.16a-3(k))
An SMB with registered securities that maintains a corporate website must post to that
website any Form 3, 4, or 5 filed under section 16(a) of the Exchange Act relating to the equity
securities of that SMB. Forms 3, 4, and 5 are filed by corporate insiders (a company’s officers
and directors, and any beneficial owners of more than ten percent of a class of the company’s
registered securities) to report their ownership of the SMB’s securities. Form 3 is the initial
filing, Form 4 is used to report changes in ownership, and Form 5 is the annual statement of
beneficial ownership that is only required in certain cases. An SMB must post on its corporate
website any filing of Forms 3, 4, or 5 relating to its registered securities by the end of the
business day after the form is filed. The posted form must remain accessible on the corporate
website for at least a 12-month period.
Respondent Panel
The FR H-1 panel comprises SMBs.
Frequency
The FR H-1 is submitted annually and on an event-generated basis (Form 10-Q is
submitted 3 times a year), and disclosed on an event-generated basis.
Time Schedule for Information Collection
SMBs subject to section 208.36 of Regulation H must file securities reporting forms at
the times indicated below:
• Form 10-Q must be filed for each of the first three fiscal quarters within 40 days after the
end of the fiscal quarter for large accelerated filers and accelerated filers and within 45
days after the end of the fiscal quarter for all other filers.5
• Form 10-K annual report must be filed within 60 days after the end of the fiscal year
covered by the report for large accelerated filers, within 75 days after the end of the fiscal
year covered by the report for accelerated filers, and within 90 days after the end of the
fiscal year covered by the report for all other filers.
• Form 8-K is required when certain material events occur, generally within four business
days of the event.
• A proxy statement (Schedule 14A) is generally filed annually, prior to the bank’s
shareholders meeting. It is also filed prior to special shareholders meetings. An
information statement (Schedule 14C) is filed at the same times for issuers that do not
solicit proxies or consents from any or all of the holders of a class of securities registered
under section 12 of the Exchange Act.
• All other reporting forms are event-generated.

5

Accelerated filers and large accelerated filers are defined in 17 CFR 240.12b-2.

6

SMBs subject to section 208.36 of Regulation H must also make certain disclosures to
relevant parties, as outlined above. These disclosures are generally event-generated.
Public Availability of Data
Copies of the registration statement, definitive proxy solicitation materials, reports, and
annual reports to shareholders required by this section (exclusive of exhibits) are made available
by the Board for public inspection at the Board’s offices in Washington, DC, as well as at the
Federal Reserve Banks of New York, Chicago, and San Francisco and at the Reserve Bank in the
district in which the reporting bank is located. 6 Respondents may object to the public disclosure
of any information in such filings in accordance with the procedure set forth in section 208.36(d)
of the Board’s Regulation H.
Legal Status
The FR H-1 is authorized under sections 12(c) and 23(a)(1) of the Exchange Act
(15 U.S.C. §§ 78l(i) and 78w(a)(1)). The FR H-1 is also authorized by section 11 of the Federal
Reserve Act, which authorizes the Board to require such statements and reports of SMBs as the
Board may deem necessary (12 U.S.C. § 248(a)(1)). The FR H-1 is mandatory for SMBs whose
securities are subject to registration pursuant to the Exchange Act.
Reports filed with the Board under the FR H-1 must be available for public inspection
under Regulation H.7 An SMB may request confidential treatment for information contained
within a report in accordance with the procedures established in Regulation H.8 Information may
be kept confidential if it is nonpublic commercial or financial information that is both
customarily and actually treated as private within the meaning of exemption 4 of the Freedom of
Information Act (FOIA) (5 U.S.C. § 552(b)(4)). Information may also be considered confidential
if it is obtained as part of an examination or supervision of a financial institution within the
meaning of exemption 8 of the FOIA (5 U.S.C. § 552(b)(8)).
Consultation Outside of the Agency
The reporting and disclosure requirements discussed in this supporting statement were
promulgated by the SEC. The Board has consulted with the SEC to confirm our coordinated
burden estimates.
Public Comments
On July 8, 2022, the Board published an initial notice in the Federal Register (87 FR
40841) requesting public comment for 60 days on the extension, without revision, of the FR H-1.
The comment period for this notice expired on September 6, 2022. The Board did not receive
any comments. The Board adopted the extension, without revision, of the FR H-1 as originally
proposed. On November 28, 2022, the Board published a final notice in the Federal Register (87
6

12 CFR 208.36(c)(3).
12 CFR 208.36(c)(3).
8
12 CFR 208.36(d).
7

7

FR 72999).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR H-1 is 6,649
hours. The number of respondents and the times per response are estimated based on actual
submissions and SEC’s burden estimates as of January 2022. Very few SMBs have registered
securities because most SMBs are controlled by a holding company that owns most or all of the
bank’s shares, meaning that most SMBs do not have a class of equity security held by 2,000 or
more shareholders or listed on a national exchange. Accordingly, only two SMBs currently
submit these data. As discussed above, each of the affected SMBs submits Form 10-K annually,
Form 10-Q each quarter except for the quarter in which the Form 10-K is filed, and Form 8-K on
occasion. The disclosure of Forms 3, 4, and 5 is also required occasionally. The rest of the forms
and regulatory reporting requirements listed above have not been filed or triggered within the last
five years, but because they are potentially required the table shows them as well. These
reporting and disclosure requirements represent less than 1 percent of the Board’s total
paperwork burden.

FR H-1
Reporting
Form 10
(17 CFR 249.210)
Form 8-A
(17 CFR 249.208a)
Regulation 12B
(17 CFR 240.12b-1 through
240.12b-37)
Rule 13e-l
(17 CFR 240.13e-1)
Regulation 14D
(17 CFR 240.14d-1 through
240.14d-103) and
Schedule 14D-9
(17 CFR 240.14d-101)
Form 8-K
(17 CFR 249.308)
Form 10-Q
(17 CFR 249.308a)
Form 10-K
(17 CFR 249.310)

Estimated
number of
respondents9

Estimated
annual
frequency

2

1

219.53

2

1

3

6

2

1

1

2

2

1

13

26

2

1

65.14

130

2

1

9.21

18

2

3

185.08

1,110

2

1

9

Estimated
Estimated
average hours annual burden
per response
hours

2,281.4

439

4,563

Of these respondents, 1 is considered a small entity as defined by the Small Business Administration (i.e., entities
with less than $850 million in total assets), https://www.sba.gov/document/support-table-size-standards. There are
no special accommodations given to mitigate the burden on small entities.

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Reporting and Disclosure
Rule 13e-3
(17 CFR 240.13e) and
Schedule 13E-3
(17 CFR 240.13e-100)
Regulation 14A
(17 CFR 240.14a-1 et seq.)
and
Schedule 14A
(17 CFR 240.14a-101)
Regulation 14C
(17 CFR 240.14c-1 et seq.)
and
Schedule 14C
(17 CFR 240.14c-101)
Rule 14f-l
(17 CFR 240.14f-l)
Rule 12b-25
(17 CFR 240.12b-25) and
Form 12b-25
(17 CFR 249.322)
Form 15
(17 CFR 249.323)
Disclosure
Form 3
(17 CFR 240.16a-3(k))
Form 4
(17 CFR 240.16a-3(k))
Form 5
(17 CFR 240.16a-3(k))
Total

2

1

34.36

69

2

1

12.75

26

2

1

98.2

196

2

1

2

4

2

1

2.50

5

2

1

1.50

3

2

1

0.5

1

2

35

0.5

35

2

8

1

16
6,649

The estimated total annual cost to the public for the FR H-1 is $401,932.10
Sensitive Questions
This collection of information contains no questions of a sensitive nature, as defined by
OMB guidelines.

10

Total cost to the public was estimated using the following formula: percent of staff time, multiplied by annual
burden hours, multiplied by hourly rates (30% Office & Administrative Support at $21, 45% Financial Managers at
$74, 15% Lawyers at $71, and 10% Chief Executives at $102). Hourly rates for each occupational group are the
(rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment and Wages,
May 2021, published March 31, 2022, https://www.bls.gov/news.release/ocwage.t01.htm. Occupations are defined
using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

9

Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System for collecting and processing this
information collection is negligible.

10