Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rule 15g-9

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736.

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“SEC” or “Commission”) is submitting to the Office of Management and Budget (“OMB”) this request for extension of the proposed collection of information provided for in Rule 15g-9 (17 CFR 240.15g-9), under the Securities Exchange Act of 1934 (15 U.S. C. 78a et seq.) (“Exchange Act”).

Section 15(c)(2) of the Exchange Act authorizes the Commission to promulgate rules reasonably designed to prevent fraudulent, deceptive, or manipulative device or contrivance in connection with the over-the-counter market. Pursuant to this authority, the Commission adopted Rule 15g-9 to require broker-dealers, prior to effecting a person's transaction in a penny stock, to: (1) approve their account for transactions in penny stocks by, among other things: (a) obtaining from them information concerning their financial situation, investment experience, and investment objectives; (b) reasonably determining that transactions in penny stocks are suitable for them, and that he or she (or their independent adviser) has sufficient knowledge and experience in financial matters and is capable of evaluating the risks of transactions in penny stocks; and (c) delivering to them a written statement: (i) setting forth the basis on which the broker-dealer made the suitability determination; (ii) stating in a highlighted format that it is unlawful for the broker-dealer to effect a transaction in a penny stock unless the broker-dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (iii) stating in a highlighted format immediately preceding the person's signature line that: (A) the broker-dealer is required to provide the person with the written statement; and (B) the person should not sign and return the written statement to the broker-dealer if it does not accurately reflect their financial situation, investment experience, and investment objectives; and (d)(i) obtaining from the person a signed and dated copy of the statement; and (ii) waiting at least two business days after sending the statement to effect the penny stock transaction.

As of May 1, 2026, there are 3,248 registered broker-dealers. Of the 3,248 broker-dealers, approximately five percent, or 162 broker-dealers, are engaged in penny stock transactions and thereby subject to Rule 15g-9 (5% × 3,248 broker-dealers = 162 broker-dealers). The Commission estimates that each of these broker-dealers effects 3 persons' first penny stock transaction per week. Thus, each respondent delivers approximately 156 penny stock written statements per year (52 weeks per year × 3 transactions per week) for a total aggregate of approximately 25,272 responses per year (162 respondents × 156 penny stock written statements per year).

The Commission estimates that a broker-dealer would take approximately one-half hour per new penny stock investor to obtain, review, and process (including delivering to the person) the information required by Rule 15g-9, or approximately 78 hours per year (156 new persons × .5 hours), for a total aggregate burden of approximately 12,636 hours per year (162 respondents × 78 hours per year) for this third-party disclosure obligation.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number.

The public may view and comment on this information collection request at: www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202606-3235-016 or email comment to MBX.OMB.OIRA.SEC_desk_officer@omb.eop.gov within 30 days of the day after publication of this notice, by October 5, 2026.