Earlier this week, the SEC shared a bit of good news for companies considering a public offering this fall. Its first filing fee rate advisory for the 2026 fiscal year says:

The fees that public companies and other issuers pay to register their securities with the Commission will decrease from $153.10 per million dollars to $138.10 per million dollars, effective October 1.

The new fee rate will be applicable to the registration of securities under Section 6(b) of the Securities Act of 1933, the repurchase of securities under Section 13(e) of the Securities Exchange Act of 1934, and proxy solicitations and specified tender offers under Section 14(g) of the Securities Exchange Act of 1934.

This Wilson Sonsini blog links to helpful instructions from the EDGAR Filer Manual – and gives a couple of practical implementation reminders:

From and after October 1, 2025, any fee calculation materials will need to be updated to reflect this new fee rate including, for example, any materials (e.g., Excel worksheets) used to calculate the fee amount for registering the offer and sale of additional shares on a Form S-8 or of company securities for a follow-on offering on a Form S-3.

This year’s annual fee rate adjustment represents the first decrease since 2021. Keep in mind, the Commission doesn’t set the fees arbitrarily. The announcement shares this rationale for the decrease (for even more detail, see the SEC’s Order):

The securities laws require the Commission to make annual adjustments to the rates for fees paid under Section 6(b) of the Securities Act of 1933, which also adjusts the annual fee rates under Sections 13(e) and 14(g) of the Securities Exchange Act of 1934 as well as Rule 24f-2 under the Investment Company Act of 1940. The Commission must set rates for the fees paid under Section 6(b) to levels that the Commission projects will generate collections equal to annual statutory target amounts.

The Commission’s projections are calculated using a methodology developed in consultation with the Congressional Budget Office and the Office of Management and Budget. The Commission determined the statutory target amount for fiscal year 2026 to be $887,800,554 by adjusting the fiscal year 2025 target collection amount of $864,721,147 for the rate of inflation.

– Liz Dunshee