Title I of the JOBS Act added Securities Act Section 2(a)(19) and Exchange Act Section
The U.S. Securities and Exchange Commission implemented statutorily mandated inflation adjustments under the JOBS Act, raising the emerging growth company revenue threshold to $1.235 billion and increasing crowdfunding investment and financial statement limits, with no fraud, charges, or misconduct involved.
The SEC updated financial thresholds under the JOBS Act to account for inflation, increasing the emerging growth company (EGC) annual revenue cap from $1.07 billion to $1.235 billion. Regulation Crowdfunding thresholds were also adjusted: investor income/net worth assessments and individual investment limits rose from $107,000 to $124,000, while financial statement thresholds increased from $107,000 to $124,000, $535,000 to $618,000, and $1.07 million to $1.235 million. The crowdfunding offering limit remained at $5 million, as the 2021 increase far exceeded the inflation-based adjustment, and no fraud or legal penalties were involved—this was a routine regulatory update.
The U.S. Securities and Exchange Commission (SEC) implemented inflation adjustments required by the Jumpstart Our Business Startups (JOBS) Act, updating key financial thresholds to reflect economic changes since the law’s enactment. The annual gross revenue threshold for emerging growth companies (EGCs) was increased from $1.07 billion to $1.235 billion, aligning with statutory mandates for periodic inflation indexing. Under Regulation Crowdfunding, the income and net worth thresholds used to determine investment limits were raised from $107,000 to $124,000, and the maximum amount an investor may invest in a 12-month period also increased to $124,000. Financial statement requirements under Rule 201(t) were similarly adjusted, with thresholds rising from $107,000 to $124,000, $535,000 to $618,000, and $1.07 million to $1.235 million. However, the overall crowdfunding offering limit remained unchanged at $5 million, as the prior 2021 increase had already surpassed the inflation-adjusted amount that would have been applied. These amendments were purely administrative, statutorily required updates designed to maintain regulatory relevance and were not tied to any enforcement action, fraud allegation, or misconduct. The rules became effective upon publication in the Federal Register.
Extracted insights
- $1.24B $1,235,000,000 ≥$1B
- $1.07B $1,070,000,000 ≥$1B
- $5.00M $5,000,000 $1M–$10M
- $3.93M $3,930,000 $1M–$10M
- $1.24M $1,235,000 $1M–$10M
- $1.07M $1,070,000 $1M–$10M
- $618K $618,000 $100K–$1M
- $535K $535,000 $100K–$1M
- $124K $124,000 $100K–$1M
- $124K $124,000 $100K–$1M
- $107K $107,000 $100K–$1M
- $3K $2,500 <$10K
- agency the securities and exchange commission
- Title I Of The Jobs Act added Securities Act Section 2(a)(19) And Exchange Act Section 3(a)(80)
- The Commission is required to index to inflation the annual gross revenue amount
- The Amendments increase that amount from $1,070,000,000 to $1,235,000,000
- Title III Of The Jobs Act added Securities Act Section 4(a)(6)
- Section 4(a)(6) provides an exemption from the registration requirements of Securities Act Section 5
- Section 4A(h)(1) states that such dollar amounts shall be adjusted by the Commission
- The Amendments increase certain of these thresholds
- The Securities And Exchange Commission adopted final rules implementing inflation adjustments
- The Amendments increase the annual gross revenue threshold in the definition of “emerging growth company”
- The Amendments increase certain financial thresholds in Regulation Crowdfunding
- The Commission increased Regulation Crowdfunding’s offering limit from $1,070,000 to $5,000,000
- The Commission did not increase Regulation Crowdfunding’s offering limit
- The Rules will become effective upon publication of the release in the Federal Register
Warning: TT: undefined function: 32 FACT SHEET JOBS Act Inflation Adjustments U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2 Background Title I of the JOBS Act added Securities Act Section 2(a)(19) and Exchange Act Section 3(a)(80) to define the term “emerging growth company” (EGC). Pursuant to the statutory definition, the Commission is required every five years to index to inflation the annual gross revenue amount used to determine EGC status to reflect the change in inflation. The amendments increase that amount from $1,070,000,000 to $1,235,000,000. Title III of the JOBS Act added Securities Act Section 4(a)(6), which provides an exemption from the registration requirements of Securities Act Section 5 for certain crowdfunding transactions. Sections 4(a)(6) and 4A of the Securities Act set forth dollar amounts used in connection with the crowdfunding exemption, and, similar to the EGC definition, Section 4A(h)(1) states that such dollar amounts shall be adjusted by the Commission not less frequently than once every five years to reflect the change in inflation. The amendments increase certain of these thresholds as follows: Inflation-Adjusted Amounts in Rule 100 of Regulation Crowdfunding (Offering Maximum and Investment Limits) Regulation Crowdfunding Rule Prior Amount Inflation-Adjusted Amount Threshold for assessing investor’s annual income or net worth to determine investment limits (Rules 100(a)(2)(i) and 100(a)(2)(ii)) $107,000 $124,000 Lower threshold of Regulation Crowdfunding securities permitted to be sold to an investor if annual income or net worth is less than $124,000 (Rule 100(a)(2)(i)) $2,200 $2,500 Maximum amount that can be sold to an investor under Regulation Crowdfunding in a 12-month period (Rule 100(a)(2)(ii)) $107,000 $124,000 The Securities and Exchange Commission adopted final rules implementing inflation adjustments required by the Jumpstart Our Business Startups (JOBS) Act. The amendments increase the annual gross revenue threshold in the definition of “emerging growth company” and increase certain financial thresholds in Regulation Crowdfunding. FACT SHEET | JOBS Act Inflation Adjustments U.S. SECURITIES AND EXCHANGE COMMISSION Page 2 of 2 Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding (Financial Statement Requirements) Regulation Crowdfunding Rule Prior Amount Inflation-Adjusted Amount 201(t)(1) $107,000 $124,000 201(t)(2) $535,000 $618,000 201(t)(3) $1,070,000 $1,235,000 Effective March 2021, the Commission increased Regulation Crowdfunding’s offering limit from $1,070,000 to $5,000,000, an increase of $3,930,000. As this increase was far in excess of the inflation-based increase that would otherwise have occurred this year, the Commission did not increase Regulation Crowdfunding’s offering limit, which remains at $5,000,000. What’s Next The rules will become effective upon publication of the release in the Federal Register. Additional Information: Visit sec.gov to find for more information about the adopted amendments and the full text of the final rules.
FACT SHEET JOBS Act Inflation Adjustments U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2 Background Title I of the JOBS Act added Securities Act Section 2(a)(19) and Exchange Act Section 3(a)(80) to define the term “emerging growth company” (EGC). Pursuant to the statutory definition, the Commission is required every five years to index to inflation the annual gross revenue amount used to determine EGC status to reflect the change in inflation. The amendments increase that amount from $1,070,000,000 to $1,235,000,000. Title III of the JOBS Act added Securities Act Section 4(a)(6), which provides an exemption from the registration requirements of Securities Act Section 5 for certain crowdfunding transactions. Sections 4(a)(6) and 4A of the Securities Act set forth dollar amounts used in connection with the crowdfunding exemption, and, similar to the EGC definition, Section 4A(h)(1) states that such dollar amounts shall be adjusted by the Commission not less frequently than once every five years to reflect the change in inflation. The amendments increase certain of these thresholds as follows: Inflation-Adjusted Amounts in Rule 100 of Regulation Crowdfunding (Offering Maximum and Investment Limits) Regulation Crowdfunding Rule Prior Amount Inflation-Adjusted Amount Threshold for assessing investor’s annual income or net worth to determine investment limits (Rules 100(a)(2)(i) and 100(a)(2)(ii)) $107,000 $124,000 Lower threshold of Regulation Crowdfunding securities permitted to be sold to an investor if annual income or net worth is less than $124,000 (Rule 100(a)(2)(i)) $2,200 $2,500 Maximum amount that can be sold to an investor under Regulation Crowdfunding in a 12-month period (Rule 100(a)(2)(ii)) $107,000 $124,000 The Securities and Exchange Commission adopted final rules implementing inflation adjustments required by the Jumpstart Our Business Startups (JOBS) Act. The amendments increase the annual gross revenue threshold in the definition of “emerging growth company” and increase certain financial thresholds in Regulation Crowdfunding. FACT SHEET | JOBS Act Inflation Adjustments U.S. SECURITIES AND EXCHANGE COMMISSION Page 2 of 2 Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding (Financial Statement Requirements) Regulation Crowdfunding Rule Prior Amount Inflation-Adjusted Amount 201(t)(1) $107,000 $124,000 201(t)(2) $535,000 $618,000 201(t)(3) $1,070,000 $1,235,000 Effective March 2021, the Commission increased Regulation Crowdfunding’s offering limit from $1,070,000 to $5,000,000, an increase of $3,930,000. As this increase was far in excess of the inflation-based increase that would otherwise have occurred this year, the Commission did not increase Regulation Crowdfunding’s offering limit, which remains at $5,000,000. What’s Next The rules will become effective upon publication of the release in the Federal Register. Additional Information: Visit sec.gov to find for more information about the adopted amendments and the full text of the final rules. Background What’s Next Additional Information: