Proposed rule · 2025-10428

Concept Release on Foreign Private Issuer Eligibility

The Securities and Exchange Commission ("Commission") is publishing this concept release to solicit comments on the definition of a foreign private issuer ("FPI"). There have been several developments within the FPI population since the Commission last conducted a broad review of reporting FPIs and the eligibility criteria for FPI status. These developments have prompted us to consider whether the current FPI definition should be revised so that it better represents the issuers that the Commission intended to benefit from current FPI accommodations while continuing to protect investors and promote capital formation.