Form S-11.SupportingStatemen.2025

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM S-11

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Form S-11 (17 CFR 239.18) is a specialized form under the Securities Act of
1933 (“Securities Act”) used for registration of securities issued by real estate investment
trusts (as defined in Section 856 of the Internal Revenue Code) or securities issued by
issuers whose business is primarily that of acquiring and holding for investment real
estate or interests in real estate or interests in other issuers whose business is primarily
that of acquiring and holding real estate or interests in real estate for investment.
2.

Purpose and Use of the Information Technology

The information to be collected is intended to ensure the adequacy of information
available to investors about the issuer and the securities that may be offered pursuant to
the registration statement.
3.

Consideration Given to Information Technology

Form S-11 is filed using the Commission’s Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) system.
4.

Duplication of Information

There is no other source for the information required to be disclosed on
Form S-11. The requirements for Form S-11 have been written taking into consideration
state securities laws and the requirements of self-regulatory organizations. As a result,
respondents can use one document to meet the requirements of these other agencies as
well as ours, thereby reducing the burden on the respondents.
5.

Reducing the Burden on Small Entities

Only small entities that choose to access the public securities markets, and do not
have an available exemption from registration, would be subject to the Securities Act
registration requirements. There are specific exemptions for small offerings.
6.

Consequences of Not Conducting Collection

Form S-11 requires disclosure of financial and other information so that investors
can make informed investment decisions.

7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received on this request 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-11 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 name and job title. However,
the agency has determined that the information collection does not constitute a system of
records for purposes of the Privacy Act. Information because 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.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form S-11

3235-0067

14

2,564

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form S-11 takes approximately 732.48 hours per response to comply with the collection
of information requirements and is filed once per year by approximately 14 respondents
for an estimated 14 responses annually. We further estimate that 25% of the collection of
information burden is carried by the issuer internally and that 75% of the burden of
preparation is carried by outside professionals retained by the issuer. Based on our
2

estimates, we calculated the total annual reporting burden to be 2,564 hours ((25% x
732.48 hours per response) x 14 responses).
For administrative convenience, the paperwork burden hours has been rounded to
the nearest whole number. The burden estimate for the 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 issuers based on the nature of
their operations.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Cost
Burden

Form S-11

3235-0067

14

$4,614,624

We estimate that 75% of the approximately 732.48 hours per response (549.36
hours) is carried externally 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 $4,614,624 ($600 per hour x 549.36 hours per response x 14 responses).
The estimated hourly cost of $600 for outside professionals is based on our
consultations with registrants and professional firms who regularly assist registrants 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 paperwork cost burden has been rounded to the
nearest dollar. The cost burden 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.

3

Reason for Change in Burden
Change In Burden Hours and Cost Burden Adjustments
Information
Collection
Title

OMB
Control
Number

Change in
Number of
Responses

Change in
Burden
Hours

Change in Cost
Burden

Form S-11

3235-0067

(53)

(9,537)

($10,175,544)

The decrease in burden hours of 9,537 hours and the decrease in cost burden of
$10,175,544 are due to a change in our estimate of the number of annual Form S-11 responses
(from 67 to 14 responses). The decrease in cost burden is partially offset by an increase in the
Commission’s estimate for the hourly cost of outside professionals (from $400 per hour to $600
per hour).
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.

4