On July 27, 2026, ADISA submitted a comment letter to the SEC supporting the proposal to preempt state registration and qualification requirements for all registered offerings as well as amendments to Form S-3 (File No. S7-2026-17). Also on July 27, ADISA joined other trade organizations in a joint letter supporting the SEC’s Registered Offering Reform proposal (File No. S7-2026-17). And today, ADISA submitted a comment letter on FINRA’s proposed amendments to Rule 2210 governing projections, hypothetical performance, and targeted returns (File No. SR-FINRA-2026-004).

“These two proposal address the same underlying problem from opposite ends,” said ADISA CEO Jade Miller. “One is about whether sponsors can realistically use the public, registered path. The other is about whether firms can clearly explain what an investment is designed to do once they get there. Investors are better served when both work.”

ADISA supports the proposed Federal preemption for all registered offerings and amendments to Form S-3
ADISA’s letter supports the preemption of state registration and qualification requirements for all registered offerings, bringing those issuers who register their offerings with the SEC but which are not traded on an exchange in parity with those that are traded. The letter notes that this is in line with Congress’ intent when passing the National Securities Markets Improvement Act of 1996, Pub. L. No. 104-290 (“NSMIA”) and that not doing so can fragment a nationwide offering, delay effectiveness, complicate communications, and run up costs associated with clearing the offering in every state and territory. ADISA wants to thank Robert A. Stanger & Company, Inc. for providing recent data reflecting the delays and costs associated with the Blue Sky process as well as the shift from registered non-traded offerings to private offerings in recent years.

ADISA also supports the proposed amendments to Form S-3 which revise eligibility requirements and simplify and modernize the form, particularly eliminating the one-year seasoning requirement and the required public float. 

Joint coalition backs a single national framework for registered offerings
The joint letter – signed by ADISA alongside the American Securities Association, Financial Services Institute, Investment Company Institute, NAREIT, Institute for Portfolio Alternatives, the U.S. Chamber of Commerce and others – supports the full range of updates in the SEC’s proposal, and singles out one reform as especially consequential: confirming the SEC as the primary regulator of offering registered with the Commission and the sole authority over their registration and qualification.

Registered offerings are already subject to federal registration and disclosure requirements, ongoing Exchange Act reporting, Securities Act liability and FINRA oversight, the letter notes. A separate layer of state registration and qualification review adds cost and delay that can make the registered path harder to use – and therefore less available to the everyday investor it is meant to serve.

ADISA asks FINRA to distinguish education from prediction
ADISA’s Rule 2210 letter supports FINRA’s decision to revisit the rule and welcomes the move toward greater consistency with the SEC’s Marketing Rule, noting that affiliated broker-dealers and registered investment advisors often serve similar clients under different communications standards.

The letter asks FINRA to recognize that alternative investments present distinct communication challenges. Non-traded REITs and BDCs, DSTs, interval funds, qualified opportunity funds and similar structures often have long horizons, complex capital structures and limited performance history or benchmark comparisons. ADISA recommends a graduated, principles-based framework that separates educational illustrations and contractually supported distribution modeling from targeted return illustrations and full performance projections, with scrutiny scaled to the risk each presents.

ADISA’s other recommendations include interpretative guidance and examples on what constitutes reasonable assumptions, compliance-safe harbors for firms using standardized methodologies and prescribed disclosures, evaluation of assumptions based on information available when a communication was prepared rather than by hindsight comparison to actual results, an emphasis on disclosure over prohibition, and consideration of appropriate flexibility for institutional and accredited investors.

Read ADISA’s Letter to the SEC in its entirety here

Read the Coalition Letter to the SEC in its entirety here

Read ADISA’s Rule 2210 Letter in its entirety here