Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

Forms and Documents

Document	Type	Status	Availability
3235-0465_30-Day Submission Notice.pdf.pdf	Supplementary Document	Uploaded 2026-05-08	Available
20260303_3235-0465_2026-04149_91 FR 10425_60-Day Collection Notice.pdf	Supplementary Document	Uploaded 2026-03-03	Available
3235-0465 Supporting Statement (2026 Extension).pdf	Supporting Statement A	Uploaded 2026-02-25	Available

IC Document Collections

IC ID	Collection	Type	Status	Form
35162	Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)		Modified

ICR Details

OMB Control No: 3235-0465	ICR Reference No: 202602-3235-006
Status: Received in OIRA	Previous ICR Reference No: 202301-3235-025
Agency/Subagency: SEC	Agency Tracking No: TM
Title: Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)
Type of Information Collection: Extension without change of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 05/08/2026

	Requested	Previously Approved
Expiration Date	36 Months From Approved	06/30/2026
Responses	634	1,211
Time Burden (Hours)	127	242
Cost Burden (Dollars)	0	0

---

Abstract: Rule 104 requires that participants in a distribution collect the required information and provide the required notice regarding stabilizing, syndicate covering transactions, and penalty bids. The proposed amendments would require managing underwriters to identify or designate syndicate covering bids as such wherever communicated and would ban the use of penalty bids. The Commission does not receive this information and only examines it in the event of investigation. Investors, and the market in general, use this information in evaluating the price of the security in distribution.

---

Authorizing Statute(s): US Code: 15 USC 77g,77q(a),77s(a) Name of Law: Securities Act of 1933, Sections 7, 17(a) and 19(a)
   US Code: 15 USC 80a-23,80a-29,80a-37 Name of Law: Investment Company Act of 1940, Sections 23, 29 and 37
   US Code: 15 USC 78b,78c,78g(c)(2), 78i(a),78j Name of Law: Securities Exchange Act of 1934, Sections 2, 3, 7(c)(2), 9(a) and 10
   US Code: 15 USC 78q(h),78w(a),78dd-1,78mm Name of Law: Securities Exchange Act of 1934, Sections 17(h), 23(a), 30A and 36
   US Code: 15 USC 78o(b),78o(h),78q(a),78q(b) Name of Law: Securities Exchange Act of 1934, Sections 15(c), 15(h), 17(a) and 17(b)
   US Code: 15 USC 78k-1(c),78l,78m,78n,78o(b) Name of Law: Securities Exchange Act of 1934, Sections 11A(c), 12, 13, 14 and 15(b)
  

Citations for New Statutory Requirements: None

---

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
	Not associated with rulemaking

---

Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 10425	03/03/2026
30-day Notice:	Federal Register Citation:	Citation Date:
	91 FR 25425	05/08/2026
Did the Agency receive public comments on this ICR? No

---

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Rule 104, 17 CFR 242.104 (Stabilizing and other activities in connection with an offering)

---

ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	634	1,211	0	-577	0	0
Annual Time Burden (Hours)	127	242	0	-115	0	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Miscellaneous Actions

Short Statement: The estimated total burden decreased due to a decrease in the estimated number of respondents. The estimated burdens are discussed in more detail in the attached Supporting Statement.

---

Annual Cost to Federal Government: $0

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

---

Common Form ICR:  No

---

On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 05/08/2026

---