(a) Where appropriate, provide under the caption “Risk Factors” a discussion of the material factors that make an investment in the registrant or offering speculative or risky. This discussion must be organized logically with relevant headings and each risk factor should be set forth under a subcaption that adequately describes the risk. The presentation of risks that could apply generically to any registrant or any offering is discouraged, but to the extent generic risk factors are presented, disclose them at the end of the risk factor section under the caption “General Risk Factors.”
(b) Concisely explain how each risk affects the registrant or the securities being offered. If the discussion is longer than 15 pages, include in the forepart of the prospectus or annual report, as applicable, a series of concise, bulleted or numbered statements that is no more than two pages summarizing the principal factors that make an investment in the registrant or offering speculative or risky. If the risk factor discussion is included in a registration statement, it must immediately follow the summary section required by § 229.503 (Item 503 of Regulation S-K). If you do not include a summary section, the risk factor section must immediately follow the cover page of the prospectus or the pricing information section that immediately follows the cover page. Pricing information means price and price-related information that you may omit from the prospectus in an effective registration statement based on Rule 430A (§ 230.430A of this chapter). The registrant must furnish this information in plain English. See § 230.421(d) of Regulation C of this chapter.
[85 FR 63761, Oct. 8, 2020]
Notes of Decisions
Jaroslawicz v. M&T Bank Corp, 962 F.3d 701 (3rd Cir. 2020).
· cites it 4× “” 17 C.F.R. § 229.105 . Each “risk factor” requires an individual topic heading supported by information that is both “concise and organized logically.”
Ilia Kolominsky v. Root, Inc., 100 F.4th 675 (6th Cir. 2024).
· cites it 2× “” 17 C.F.R. § 229.105 (a). Risk factors that are not “reasonably likely to be material under Item 303” are not material factors that render an offering speculative or risky under Item 105.”
Yan v. ReWalk Robotics Ltd., 973 F.3d 22 (1st Cir. 2020).
“See 17 C.F.R. §§ 229.105 , .303(a)(3)(ii). Item 303 creates liability where "a registrant knew about an uncertainty before an offering," "the known uncertainty is 'reasonably likely to have material effects on the registrant's financial condition or results of operation,'" and…”
Employees' Ret. Sys. of the City of Baton v. Macrogenics, Inc., 61 F.4th 369 (4th Cir. 2023).
“” 17 C.F.R. § 229.105 (a)–(b). Since the Risk Factors should describe how such risks would impact the offered securities, “generic or boilerplate discussions” will not inform investors “how the risks may affect their investment.”
Kohl v. Loma Negra Compañía Indus. Argentina S.A., 2021 NY Slip Op 03409 (N.Y. App. Div. 2021).
“This rule has since been relocated to Item 105 (17 CFR 229.105) and modified to require discussion of all "material factors that make an investment .”
Jaroslawicz v. M&T Bank Corp (3rd Cir. 2020).
· cites it 4× “” 17 C.F.R. § 229.105 . Each “risk factor” requires an individual topic heading supported by information that is both “concise and organized logically.”
Sodha v. Golubowski (9th Cir. 2025).
· cites it 4× “See 17 C.F.R. §§ 229.105 , 229.303. The district court dismissed Plaintiffs’ claims, finding that none of their three theories obligated Defendants to disclose the omitted information.”
Kohl v. Loma Negra Compañía Indus. Argentina S.A., 2021 NY Slip Op 03409 (N.Y. App. Div. 2021).
“This rule has since been relocated to Item 105 (17 CFR 229.105) and modified to require discussion of all "material factors that make an investment .”
Lematta v. Casper Sleep, Inc. (E.D.N.Y 2022).
· cites it 3× “) Item 105 of SEC Regulation S-K, 17 C.F.R. § 229.105 , required that Casper discuss and adequately describe, in the “Risk Factors” section of the Registration Statement the most significant factors that made the offering risky or speculative.”
Sharma v. Rent the Runway, Inc. (E.D.N.Y 2024).
· cites it 3× “503 (c), to Item 105, now codified at 17 C.F.R. § 229.105 . See also Gordon v. Tencent Music Ent.”
Solomon v. Peloton Interactive, Inc. (E.D.N.Y 2025).
· cites it 3× “) Item 105 of SEC Regulation S-K, 17 C.F.R. § 229.105 , required that Peloton discuss “the material factors that make [the securities] speculative or risky.”
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