What a $150M Tier 2 cap would change

There is a bill sitting on the House calendar that would double the Reg A+ Tier 2 offering cap from seventy five million dollars to a hundred and fifty million, and index it to inflation every two years. It is not law. It has not passed the House, it has not been to the Senate, and seventy five million is still the operative number today. It is worth understanding anyway, because the reaction to it tells you something about how issuers think about raise size, and most of that thinking is wrong.

Where the bill actually stands

H.R. 6541, the Regulation A+ Improvement Act of 2025, was introduced on December 10, 2025 by Rep. Marlin Stutzman of Indiana. The House Financial Services Committee ordered it reported favorably on December 17, 2025 on a 28-23 recorded vote, and it was reported and placed on the Union Calendar on February 25, 2026, with minority views attached in H. Rept. 119-526. That is where it has been since.

Two changes matter. The Tier 2 limit goes from seventy five million in a twelve month period to a hundred and fifty million. And the limit gets adjusted every two years for inflation, to the nearest ten thousand dollars.

Nothing else in the bill changes what Tier 2 costs you. Audited financials, the ongoing 1-K, 1-SA and 1-U reporting, blue sky preemption, and the ten percent investment limit for non-accredited investors all stay exactly as they are. Tier 1 stays at twenty million.

If you are planning a raise right now, plan it against seventy five million. A bill reported out of committee is a bill that has cleared one step of several, and party-line committee votes with minority views are not a signal of a smooth path. Do not put a number in a deck, an ad, or an investor conversation that depends on a law that does not exist yet.

The cap is not what is stopping you

Here is the part that gets lost in the excitement.

Most Tier 2 issuers never come close to seventy five million. Not because the ceiling is in the way, but because they cannot generate enough qualified investor demand to reach it. The binding constraint on nearly every raise we see is not statutory. It is that the company cannot reliably put its offering in front of enough of the right people at a cost per dollar raised that works.

Doubling a ceiling you were never going to touch changes nothing about your raise. If you are stalling at four million, a hundred and fifty million dollar cap is not a bigger opportunity, it is the same opportunity with more empty space above it.

So the honest read on this bill for most issuers is: interesting, irrelevant to your next twelve months, do not restructure anything around it.

Who it genuinely helps

A real minority of issuers hit the cap, and for them the change is significant.

Consumer brands with large existing customer bases. A company with hundreds of thousands of engaged customers can fill a seventy five million dollar raise from its own list faster than it expects, then has to turn off demand it already paid to create. That is the one place in this business where the statutory limit is genuinely the problem.

Repeat raisers who hit the ceiling mid-campaign. The cap is rolling, twelve months, not per offering. A company that maxes out in month eight either pauses a campaign that is working or waits for the window to roll forward. Both options waste momentum that cost real money to build, and momentum in a raise does not come back cheaply once it is gone.

Companies whose raise size is set by the project, not the appetite. If what you are financing costs a hundred and twenty million, the current cap forces you into a second exemption or a second structure. Running a Reg D alongside is often the right answer regardless, for reasons that have nothing to do with the cap: reg-a-plus-and-reg-d-at-once.

Inflation indexing is the underrated half

Everyone reads the headline number and skips the mechanism, which is the part with a longer tail.

The Tier 2 cap has sat at seventy five million since March 2021. Before that it was fifty million from 2015. Each of those numbers took an act of Congress or a rulemaking to move, and in between, inflation quietly shrinks the cap in real terms every year without anyone voting on it. Automatic biennial adjustment ends that. It is less exciting than doubling the number and it is probably worth more over a decade.

What this means if you are planning a 2027 raise

Assume today's rules. Build the offering, the budget and the funnel against seventy five million, and treat a higher cap as upside you would be glad to have rather than a number you planned on. Track the bill; do not forecast it.

And notice what the bill does not touch. If the cap doubles, the gap between what you are permitted to raise and what you are able to raise gets wider, not narrower. Permission has never been the scarce thing here. The scarce thing is an audience that knows you exist, a campaign that reaches investors at a defensible cost, and a funnel that converts them without a compliance incident on the way through. That is true at seventy five million and it is more true at a hundred and fifty.

For what the exemption is and how the tiers work today, see what-is-reg-a-plus and regulation-a-plus.

This is general information about pending legislation and a securities exemption, not legal advice, and nothing here predicts whether this bill becomes law. Talk to your own securities counsel about what applies to your offering.

FAQ

Has the Reg A+ Tier 2 cap been raised to $150 million?

No. H.R. 6541 would raise it, but the bill was only reported out of the House Financial Services Committee and placed on the Union Calendar on February 25, 2026. It has not passed the House, has not been considered by the Senate, and has not been enacted. The Tier 2 limit is seventy five million dollars in a twelve month period.

What is the current Reg A+ offering limit?

Tier 1 allows up to twenty million dollars in a twelve month period, with no more than six million from affiliated selling securityholders. Tier 2 allows up to seventy five million, with no more than twenty two and a half million from affiliated selling securityholders.

Would a higher cap change Tier 2's requirements?

No. H.R. 6541 changes the dollar limit and adds inflation indexing. Audited financials, ongoing 1-K, 1-SA and 1-U reporting, blue sky preemption and the ten percent investment limit for non-accredited investors are unchanged.

Should we wait for the bill before launching a raise?

Almost certainly not. Very few issuers reach the current cap, so for most companies the ceiling is not the constraint on how much they raise. Waiting on legislation that may not pass costs you a year of compounding audience while solving a problem you do not have.