Form S-8 Supporting Statement.Final.2025

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM S-8

A.

JUSTIFICATION

1. Circumstances Making the Collection of Information Necessary
Generally, Section 5 of the Securities Act of 1933 (the “Securities Act”) requires that a
registration statement be filed with the Commission before any securities are publicly offered
and that the registration statement be effective before any securities are sold. Section 5(b) of the
Securities Act further requires that investors be furnished with a prospectus (which constitutes a
major part of each registration statement) containing the information to enable them to evaluate
the securities and make informed investment decisions.
Section 7 and Schedule A of the Securities Act delineate the information required to be
contained in a registration statement. Section 7 expressly gives the Commission the authority to
vary such disclosure for various classes of issuers and securities. Pursuant to this authority, the
Commission adopted Form S-8 (17 CFR 239.16b), a simplified registration statement that may
be used to register securities offered under employee benefit plans.
2.

Purpose and Use of the Information Collection

A principal function of the Commission’s forms and rules is to make material
information available to investors and other market participants. The information required by
Form S-8 informs security holders, investors, broker dealers, investment banking firms,
professional securities analysts, and others when making investment and voting decisions in
connection with the securities.
3.

Consideration Given to Information Technology

Registrants are required to file Form S-8 electronically using the Commission’s
Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.
4.

Duplication of Information

We are not aware of any forms or rules that conflict with or substantially duplicate the
requirements of Form S-8.

5.

Reducing the Burden on Small Entities

Form S-8 has little impact on small entities since they rarely have employee benefit plans
that are required to be registered. Small entities may be eligible to rely on Securities Act Rule
701 which provides an alternative to Form S-8 disclosure.
6.

Consequences of Not Conducting Collection
The objectives of the Securities Act would not be met.

7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No public comments were received during the 60-day comment period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form S-8 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include a name and job title. However, the agency has
determined that the information collection does not constitute a system of record for purposes of
the Privacy Act. Information is not retrieved by a personal identifier. In accordance with Section
208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The EDGAR
PIA, published on March 6, 2025, is provided as a supplemental document and is also available
at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form S-8

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0066

2,541

35,892

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form S-8 takes
approximately 28.25 hours per response to comply with the collection of information
requirements and is filed once annually by approximately 2,541 respondents for a total of
approximately 2,541 responses annually. We further estimate that 50% of the collection of
information burden is carried internally by issuers and that 50% of the burden is carried by
outside professionals retain by the issuer. Based on our estimates, we calculated the total annual
reporting burden to be 35,892 hours ((50% x 28.25 hours per response) x 2,541 responses).
For administrative convenience, the presentation of the total related to the paperwork
burden hours has been rounded to the nearest whole number. The estimated burden hours is
made solely for the purpose of the PRA. We derived our burden hour estimates by estimating the
average number of hours it would take an issuer to compile the necessary information and data,
prepare and review disclosure, file documents and retain records. In connection with rule
amendments to the form, we occasionally receive PRA estimates from public commenters about
incremental burdens that are used in our burden estimates. We believe that the actual burdens
will likely vary among individual companies based on the size and complexity of their
organization and the nature of their operations.

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13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form S-8

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0066

2,541

$21,534,975

We estimate that 50% of the 28.25 hours per response (14.125 hours) is carried by
outside professionals retained by the issuer. We estimate that those outside professionals will
cost the issuer $600 per hour for a total annual cost burden of $21,534,975 ($600 per hour x
14.125 hours per response x 2,541).
The estimated hourly cost of $600 for professional services is based on our consultations
with registrants and professional firms who regularly assist issuers in preparing and filing
disclosure documents with the Commission. Our estimates reflect average burdens, and
therefore, some companies may experience costs in excess of our estimates and some companies
may experience costs that are lower than our estimates. For administrative convenience, the
presentation of the total cost burden has been rounded to the nearest dollar. The cost estimate is
made solely for the purpose of the PRA.
14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to
the Federal government for all its relevant collections of information. The SEC anticipates that
future extensions of this collection of information will reflect the revised methodologies.

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15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

Annual Time Burden (Hours)

Annual Burden Cost Burden ($)

IC
Title

Previously
Approved

Requested

Increase
In No. of
responses

Previously
Approved

Requested

Increase In
Burden

Previously
Approved

Request
Cost
burden

Increase
In
Cost
Burden

Form
S-8

2,140

2,541

401

30,228

35,892

5,664

12,090,800

$21,534,975

$9,444,175

The increase in burden hours of 5,664 hours and the increase in cost burden of
$9,444,175 are due to adjustments largely from the increase in our estimate of the number of
annual Form S-8 responses. Specifically, the increase in burden hours reflects an increase in the
number of annual Form S-8 responses (from 2,140 responses to 2,541 responses). The increase
in cost burden reflects this increase in the number of annual responses as well as the
Commission’s increase in the cost burden per hour estimate from $400 per hour to $600 per hour
for outside professionals.
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
There are no exceptions to certification for PRA submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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