An issuer published a revenue projection in a Commission filing at a time when the assumptions behind it were well supported. Two quarters later, after its own operating data has destroyed those assumptions, management repeats the same projection in a further filing. How does Rule 175's protection apply to the repetition?

The repetition carries forward the protection the original statement earned, the rule attaching to a projection as first published rather than to each occasion on which the issuer chooses to publish it again.

The repetition is judged on its own footing, because the rule denies protection to a statement reaffirmed without a reasonable basis as readily as to one originally made without one.

The repetition is protected where the later filing is of the same kind as the first, the rule treating a repeated projection as a continuation of the earlier disclosure.

The repetition falls outside the rule altogether, since the rule reaches a projection only as it appears for the first time in the document under examination.

Before any liability protection for projections existed, an issuer published a carefully prepared earnings forecast in a registration statement and its results fell far short of the forecast. What exposure did that create, as the Commission came to describe the problem?

The gap between the published forecast and the results achieved could itself be characterised as a material misstatement, however well founded the forecast had been when it was made.

The issuer came under an obligation to file a corrected version of the document for each later period in which its reported results departed materially from the forecast it had published.

The forecast was treated as an expert opinion, so the issuer answered for it on the stricter footing that applies to financial statements an accountant has certified.

The issuer lost the benefit of the cautionary language elsewhere in the document, which was treated as inconsistent with the publication of a definite forecast.

A rule that shields an issuer from fraud liability might be thought to weaken investor protection. On what basis is Rule 175 treated instead as serving it?

The protection is matched by an expansion of the Commission's own authority over published projections, which replaces the private claims the rule takes away from investors.

Investors who receive management's honest assessment of the company's prospects, framed by appropriate cautionary disclosure, are better placed to decide than investors denied that assessment.

Investors acquire a claim against the outside advisers who prepared the projection, which substitutes a solvent defendant for the issuer whose exposure the rule reduces.

Disputes about forecasts are channelled into the Commission's administrative process, where an investor obtains a remedy more quickly than the courts could provide one.

In the rulemaking that produced Rule 175 the Commission considered more prescriptive approaches to the scarcity of published projections and rejected them in favour of reducing liability. What did the chosen approach preserve that a requirement to publish projections would not?

The accounting profession's responsibility for the standards on which a published projection is prepared, which a Commission requirement would have displaced entirely.

The Commission's ability to review each projection before the filing that carried it was made public, which a disclosure requirement would have rendered impracticable.

An issuer's freedom to stay silent, the rule removing the deterrent to publishing a projection without obliging any issuer to prepare or publish one.

An even spread of the cost of the new disclosure across all reporting issuers, rather than its concentration on those issuers choosing to publish forecasts.

A projection in an issuer's Commission filing rests on plausible and properly documented assumptions, but it is positioned within the filing so as to leave investors with a false impression of the company's prospects. What becomes of Rule 175's protection?

It is suspended until the issuer restates the projection in a later filing, the rule treating a defect of presentation as curable rather than as disqualifying.

It holds, because the analytical support behind the projection is what the rule measures, and the arrangement of material within a filing is governed by the separate requirements on the form of disclosure.

It holds for the projection itself, leaving the issuer exposed only in respect of the surrounding narrative that created the false impression of its prospects.

It is lost, because the rule's two conditions have to be satisfied together and a statement meeting one of them while failing the other is outside the safe harbour.

An issuer retains an outside consultant to assess the projections it intends to include in a Commission filing, and the consultant's own view of future performance is published in that filing. How does Rule 175 treat the consultant's statement?

It stands on the same footing as a statement made by the issuer itself, so that working through an intermediary neither adds to nor subtracts from the protection available.

It is outside the rule, which covers statements made by or on behalf of the issuer and treats a retained reviewer as a third party speaking for itself alone.

It is covered only where the issuer adopts the consultant's view as its own in the filing, the rule reaching the issuer's adoption rather than the consultant's statement.

It is covered more narrowly than the issuer's own statements, protection extending to the consultant's reasoning but not to the figures the consultant built upon it.

An issuer's filing carries a capital expenditure projection and, beside it, a description of the demand and input-cost assumptions on which the figure was built. How does Rule 175 treat the description of the assumptions?

As unprotected explanatory narrative, the rule reaching the forward-looking figures that an issuer publishes rather than the reasoning it offers in support of them.

As a covered statement in its own right, since the rule's categories reach a statement of the assumptions behind a projection as well as the projection itself.

As covered only so far as it repeats a figure appearing in the projection, the rule following the numbers published rather than the discussion built around them.

As material the rule requires, protection for the projection itself depending on the issuer having set out the underlying assumptions alongside it.

A chief executive gives a two-year earnings outlook in a press release and repeats it in answer to a question on an investor call. Neither communication forms part of any document filed with the Commission. What protection does Rule 175 give that outlook?

Protection for the press release, as a written communication published by the issuer itself, but none at all for the answer given orally on the investor call.

Its full protection, since the outlook would have qualified had it appeared in a filing and the rule looks only to what a statement says rather than to where it appears.

None, the rule reaching only the documents it enumerates and extending neither to an oral statement nor to a press release issued outside the filing context.

Protection from the point at which the issuer repeats the outlook in its next periodic report, which brings the two earlier communications within the rule as well.

Two issuers each include a qualifying projection in a document Rule 175 covers. One is a large company that has reported for decades; the other is small, with a modest public float and a short reporting history. How does the rule's protection compare?

Neither is protected for a projection made in connection with a transaction rather than in routine reporting, protection following the periodic character of the document.

The smaller issuer has the wider protection, the rule being framed to encourage forward-looking disclosure by the companies least able to bear the cost of defending litigation over a forecast that proves wrong.

The larger issuer has the wider protection, the rule's categories of document being drawn from the reports that only a seasoned reporting company has to file.

It is the same for both, the rule drawing no distinction by an issuer's size or reporting status or by the kind of transaction in which the statement is made.

A qualifying projection in an issuer's Commission filing proves badly wrong, and the Commission considers whether the issuer should answer for it. Under Rule 175, where does the matter start and what has to happen for it to move from there?

The statement starts as one deemed not to be fraudulent, and it stays there unless it is shown that the rule's conditions were not met when the statement was made.

The issuer must first satisfy the Commission that the projection met the rule's conditions before any protection attaches to the statement that it published.

The statement is treated as fraudulent once its divergence from the results actually achieved is material, and the issuer must then justify the projection it published.

Nothing is fixed at the outset, the rule leaving the protection to be weighed against the size of the losses that investors suffered and the care the issuer took in the particular case.

Rule 175 covers forward-looking statements in documents filed under the Securities Act of 1933, and Exchange Act Rule 3b-6 provides a parallel safe harbour for documents filed under the Securities Exchange Act of 1934. What does that pairing achieve for an issuer that both registers offerings and files periodic reports?

It must elect which of the two protections to rely on for a given financial year, the two rules operating as alternatives rather than cumulatively.

Its forward-looking statements sit within a safe harbour whichever of the two filing regimes the document carrying them belongs to.

Its periodic reports are protected only where the projections in them repeat projections already published in one of its registration statements.

Its registration statements lose protection for any projection that also appears in a periodic report, the later filing displacing the earlier one.

An issuer's filing projects future earnings on a measure that is not drawn from generally accepted accounting principles. Under the amended Item 10(b) guidance on the presentation of projections, what must accompany that projected figure?

An opinion from the issuer's independent accountants that the measure has been computed on the same basis the issuer uses in its internal reporting.

A reconciliation of the projected figure to the issuer's audited results for each of the three financial years preceding the filing, prepared on a consistent basis.

A statement that the measure is no substitute for the corresponding accounting-principles figure, given no less prominence than the projection itself.

A clear definition of the measure, identification of the accounting-principles measure closest to it, and the issuer's reason for presenting the figure on that basis.

A 2024 rulemaking left Rule 175's operative text untouched, yet practitioners treated it as raising the bar for invoking the rule. How can what the rule demands tighten when the rule itself has not been amended?

The reasonable basis condition is measured against the Commission's guidance on what a well-formed projection looks like, so tightening that guidance raises what a projection must show.

The adopting release carried an interpretation of the rule's conditions, and such an interpretation operates as an amendment for every filing made after its effective date.

The rule's conditions take their content from whatever the Commission's most recent enforcement actions have accepted, so each action shifts the standard a little further.

The rule draws its requirements from the statute it was adopted under, so a rulemaking that alters the surrounding statutory scheme alters the rule along with it.

Enforcement actions turning on Rule 175 itself are rare, and the Office of Examinations has not made the rule a standalone examination priority. What feature of the rule accounts for both of those facts?

Its conditions are too general to support a charge, so the same conduct is pursued instead under the rules prescribing the form and content of a filing.

It operates as a defence to a fraud claim rather than imposing any obligation an issuer could be examined upon or charged with having breached.

Its protection reaches only projections that an issuer volunteers, and projections appear in too few of the documents the rule covers to generate many cases.

Responsibility for the rule passed to the courts when the statutory safe harbour was enacted, leaving the Commission with no independent authority over it.

An issuer's projection of rapid growth was arithmetically consistent with the assumptions it disclosed, but the issuer's own operating data had given management reason to believe those assumptions were unachievable when the filing went out. How does that bear on the reasonable basis standard?

The standard is met, since a projection disclosed together with its assumptions leaves investors able to judge for themselves how much weight to place upon it.

The standard is met, because it asks whether the projection follows from the assumptions the issuer disclosed rather than examining the quality of the assumptions management chose to work from.

The standard is not met, because it asks whether the assumptions were ones management could believe at the time of disclosure, not whether the arithmetic built on them holds.

The standard cannot be applied, because it governs the manner in which a projection is presented rather than the material on which that projection was built.

An investment adviser's marketing material contains a forward-looking statement about a strategy's prospects. The material is never filed with the Commission and so draws nothing from Rule 175. What have examination staff said about how such a statement should be prepared?

Without any forward-looking content at all, staff treating a projection in marketing material that is never filed as outside what unfiled marketing material may properly contain.

To a stricter standard than a filing would require, because no safe harbour stands behind the statement if the strategy fails to perform in the way described.

To whatever standard the firm's own written supervisory procedures set for the review of marketing material, staff looking to the firm's own stated policy.

To the same reasonable basis and good faith standards that govern forward-looking statements in Commission filings, even though no safe harbour attaches to the material.

SEC Rule 175

Last Modified: October 14, 2026

Table of Contents

SEC Rule 175: The Safe Harbour for Forward-Looking Statements

SEC Rule 175, codified at 17 C.F.R. § 230.175 under the Securities Act of 1933, establishes a safe harbour from fraud liability for certain forward-looking statements made by or on behalf of an issuer in documents filed with the Securities and Exchange Commission, in quarterly reports, or in annual reports to security holders.

The rule provides that a qualifying forward-looking statement shall be deemed not to constitute a fraudulent statement unless it can be shown that the statement was made or reaffirmed without a reasonable basis or was disclosed other than in good faith.

Rule 175 occupies a foundational position in the liability framework governing corporate projections and forward-looking disclosure, operating alongside Exchange Act Rule 3b-6, the statutory safe harbour enacted by the Private Securities Litigation Reform Act of 1995, and the judicially developed bespeaks caution doctrine to form a layered system of protection for issuer communications about future performance and expectations.

Overview and Regulatory Purpose

The Securities Act of 1933 was enacted in an environment of deep scepticism about speculative corporate representations. Its core liability provisions — particularly Section 11 and Section 12 — impose substantial exposure on issuers and associated persons for material misstatements and omissions in registration statements and prospectuses.

The application of these strict liability standards to forward-looking statements posed an early and persistent regulatory problem: issuers that disclosed projections, earnings forecasts, or operational plans faced the risk that any deviation between the forecast and actual results could be characterised as a material misstatement, even where the original projection was well-founded and made in good faith.

The consequence of this exposure, as the Commission observed across several decades of regulatory study, was a systematic under-disclosure of forward-looking information. Issuers, advised by counsel, withheld projections and forecasts that would have been genuinely useful to investors precisely because the litigation risk attached to such disclosures outweighed the perceived regulatory benefit of transparency.

This chilling effect on voluntary forward-looking disclosure represented a direct conflict with the Commission's investor protection mandate: investors denied access to management's honest assessment of a company's future prospects are less able to make informed investment decisions than investors who receive that information alongside appropriate cautionary framing.

Rule 175 was adopted to resolve this tension by creating a structured liability protection for forward-looking statements that meet defined qualitative standards.

By shielding statements made with a reasonable basis and in good faith from fraud characterisation, the rule incentivises issuers to include projections and future-oriented information in their Commission filings and investor communications, thereby enriching the disclosure record available to market participants.

The rule does not immunise all forward-looking statements regardless of quality — it specifically reserves liability for statements that lack a reasonable basis or are disclosed in bad faith — but it provides meaningful protection for the honest exercise of management's forward-looking judgment, which is the informational output the Commission considers most valuable to investors.

Statutory Authority and Rulemaking History

Rule 175 derives its authority from Section 19(a) of the Securities Act of 1933, which grants the Commission broad rulemaking power to prescribe rules and regulations necessary or appropriate to carry out the provisions of the Act. The Commission first adopted Rule 175 in 1979, published in Securities Act Release No. 33-6084, as part of a broader initiative to encourage voluntary disclosure of forward-looking information in Commission filings.

The 1979 rulemaking followed a period of sustained Commission attention to the forward-looking disclosure problem, during which the Commission had considered and rejected more prescriptive approaches in favour of a liability-reduction mechanism designed to remove the chilling effect of litigation risk without mandating the disclosure of projections that management might legitimately prefer not to publish.

The rule was conceived from the outset as a complement to, rather than a substitute for, the Commission's voluntary forward-looking disclosure policy articulated in Regulation S-K, particularly Item 10(b), which sets out the Commission's views on the form and content of projections included in Commission filings. The relationship between Rule 175 and Item 10(b) has been central to the rule's operation throughout its history: Rule 175 provides the liability shield, and Item 10(b) provides the substantive guidance that defines what a well-formed, qualifying forward-looking statement looks like in practice.

The adoption of the Private Securities Litigation Reform Act of 1995 represented the most significant development in the forward-looking statement liability landscape since Rule 175's original enactment. The PSLRA introduced a separate statutory safe harbour under Section 27A of the Securities Act and Section 21E of the Exchange Act, with broader application than Rule 175 in certain respects but subject to important exclusions — most notably its unavailability for initial public offering registrants.

The PSLRA safe harbour did not supersede Rule 175; rather, the two operate as parallel instruments, and issuers seeking maximum protection frequently structure their forward-looking disclosures to satisfy the conditions of both frameworks simultaneously.

Key Provisions and Operative Requirements

Rule 175(a) establishes the core safe harbour mechanism. A forward-looking statement within the coverage of Rule 175(b) that is made by or on behalf of an issuer, or by an outside reviewer retained by the issuer, shall be deemed not to be a fraudulent statement unless it is shown that the statement was made or reaffirmed without a reasonable basis or was disclosed other than in good faith.

The dual standard — reasonable basis and good faith — is conjunctive: a statement that satisfies one condition but not the other falls outside the safe harbour. A projection that is technically grounded in plausible assumptions but disclosed in a context designed to mislead investors does not benefit from Rule 175 protection, nor does a statement made with honest intent that lacks any discernible analytical foundation.

Rule 175(b) defines the categories of statement and document to which the safe harbour applies. Qualifying statements include projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items; statements of management's plans and objectives for future operations; statements of future economic performance of the type contemplated by Item 303 of Regulation S-K, which governs Management's Discussion and Analysis; and statements of the assumptions underlying or relating to any of the foregoing. These statements qualify for Rule 175 protection when they appear in a document filed with the Commission, in Part I of a Form 10-Q, or in an annual report to security holders meeting the requirements of Exchange Act Rules 14a-3(b) and (c) or 14c-3(a) and (b).

Rule 175(c) addresses the position of outside reviewers — analysts, consultants, or advisors retained by the issuer to review or assess forward-looking statements before their inclusion in Commission filings.

A statement made by an outside reviewer in that capacity is covered by Rule 175(b) and benefits from the same safe harbour as statements made directly by the issuer or management, provided the reasonable basis and good faith conditions are satisfied.

This extension of coverage acknowledges the practical role of outside reviewers in the projection preparation process and ensures that the safe harbour is not undermined by the use of intermediaries.

Rule 175(d) defines "fraudulent statement" for the purposes of the rule as a statement that is an untrue statement of a material fact, a statement that omits to state a fact necessary in order to make the statement, in the light of the circumstances under which it was made, not misleading, or a statement prepared or certified by an accountant or auditor in an accountant's or auditor's report or purported report.

This definition imports the materiality standard familiar from the Securities Act's core antifraud provisions into the Rule 175 framework, confirming that the rule operates within, and does not displace, the broader materiality architecture of securities law.

Scope of Application

Rule 175 applies to forward-looking statements made by or on behalf of issuers in the specified categories of document — Commission filings, Part I of Form 10-Q, and qualifying annual reports to security holders. It does not extend to oral statements, press releases issued outside the Commission filing context, or communications made in settings other than those enumerated in Rule 175(b).

This documentary scope is narrower than that of the PSLRA safe harbour, which covers a broader range of written and oral communications, and represents one of the primary respects in which the two frameworks serve complementary rather than identical functions.

The safe harbour is available to all issuers regardless of size, reporting status, or the specific nature of the forward-looking statement, provided the statement falls within the enumerated categories of Rule 175(b) and satisfies the reasonable basis and good faith conditions of Rule 175(a).

Rule 175 does not restrict its coverage to any particular class of issuer or any particular type of transaction, and its protection is available in the context of registered offerings, ongoing reporting obligations, and annual shareholder communications alike.

However, Rule 175 does not provide protection in all circumstances where a forward-looking statement is made. The safe harbour is unavailable where the Commission establishes that a statement was made or reaffirmed without a reasonable basis or in bad faith — a showing that, in the enforcement context, typically involves evidence that management knew the projection was unsupported by the company's actual operational data or that the disclosure was structured to create a false impression of the company's future prospects. The reasonable basis and good faith standards therefore function not merely as threshold conditions but as substantive constraints on the types of forward-looking disclosure that Rule 175 is designed to protect.

Rule 175 operates within a layered forward-looking statement liability framework that encompasses several distinct but interrelated instruments.

Its most direct companion rule under the Exchange Act is Rule 3b-6, which provides a parallel safe harbour for forward-looking statements contained in documents filed under the Exchange Act, including annual reports on Form 10-K and quarterly reports on Form 10-Q filed pursuant to Rules 13a-1 and 13a-13.

Together, Rule 175 and Rule 3b-6 cover the full scope of issuer forward-looking statements across both the Securities Act and Exchange Act filing contexts, and issuers that file integrated disclosure documents — such as registration statements incorporating Exchange Act reports by reference — benefit from both rules simultaneously.

The relationship between Rule 175 and Item 10(b) of Regulation S-K is particularly significant in the post-July 1, 2024 regulatory environment. The Commission's January 2024 SPAC rulemaking, adopted in Securities Act Release No. 33-11265, amended Item 10(b) to expand and update the Commission's guidance on the presentation of projections in all Commission filings, not merely in SPAC-related transactions.

Under the amended Item 10(b), projections that are not based on historical financial results or operational history must be clearly distinguished from projections that are so based; projections incorporating non-GAAP financial measures must include a clear definition of the measure, a description of the most closely related GAAP measure, and an explanation of why the non-GAAP measure was used; and projections based on historical results must present that historical data with equal or greater prominence to the forward-looking figures.

These requirements apply to all issuers in all Commission filings and directly shape what constitutes a well-formed projection that is likely to satisfy the reasonable basis condition of Rule 175.

The PSLRA safe harbour and Rule 175 are complementary instruments that issuers frequently invoke simultaneously. The PSLRA safe harbour is unavailable for forward-looking statements in initial public offering registration statements and, following the 2024 SPAC rulemaking, is also unavailable for statements made in SPAC IPO filings and de-SPAC transaction documents, given the amended definition of blank check company under the revised Rule 405.

In these contexts, where the PSLRA safe harbour cannot be invoked, Rule 175 remains available as an independent basis for liability protection provided its conditions are satisfied. The Commission's 2024 adopting release specifically confirmed that Rule 175 and the judicially developed bespeaks caution doctrine remain available to SPAC issuers notwithstanding the PSLRA's unavailability in that context.

The bespeaks caution doctrine, a judicially developed principle originating in federal circuit court decisions, provides a third layer of forward-looking statement protection that does not depend on either Rule 175 or the PSLRA. Under the doctrine, a forward-looking statement accompanied by sufficient cautionary language that specifically addresses the risks capable of causing actual results to differ materially from the projection is not actionable as a material misstatement because the cautionary language renders it immaterial as a matter of law. Rule 175, the PSLRA, and the bespeaks caution doctrine are designed to work in concert rather than as alternatives, and a comprehensive forward-looking disclosure programme will typically be structured to invoke all three forms of protection simultaneously.

Amendment History and Regulatory Evolution

Since its original adoption in 1979, Rule 175 has not been materially amended in its operative text. The rule's core structure — a deemed non-fraud standard conditioned on reasonable basis and good faith, applied to a defined category of forward-looking statements in specified documents — has remained stable across more than four decades of securities regulation, surviving the enactment of the PSLRA in 1995, the Securities Offering Reform of 2005, the Dodd-Frank Act of 2010, and the JOBS Act of 2012 without substantive modification.

The most significant recent development affecting the Rule 175 framework is the 2024 SPAC rulemaking, which, while not amending Rule 175 itself, materially altered the environment in which the rule operates. The amendment to Item 10(b) of Regulation S-K, effective July 1, 2024, imposes more prescriptive requirements on the form and content of projections in all Commission filings, thereby raising the substantive standard that a forward-looking statement must meet to demonstrate the reasonable basis required for Rule 175 protection. A projection that fails to comply with the amended Item 10(b) guidance — by, for example, presenting non-GAAP measures without adequate disclosure or failing to distinguish historically grounded projections from those without a historical basis — is more likely to be found to lack the reasonable basis necessary to invoke Rule 175, even if the rule itself has not been changed.

The eCFR confirms that Rule 175 was last amended in January 2017, with no subsequent changes to the operative text of the rule through June 2026. The Commission's rulemaking agenda as of mid-2026 does not identify any pending proposals to amend Rule 175 directly, and no legislative developments have been enacted that would require modification of the rule's substantive framework.

Enforcement Context and SEC Action Patterns

Enforcement actions invoking Rule 175 directly are comparatively rare, in part because the rule functions as a defence to fraud claims rather than as an affirmative obligation. The Commission's Division of Enforcement has brought actions under the Securities Act's antifraud provisions — particularly Section 17(a) — in cases involving forward-looking statements that were made without a reasonable basis or in deliberate bad faith, and in those cases the unavailability of Rule 175's safe harbour is typically a component of the enforcement theory rather than its primary focus.

The Commission has identified materially misleading projections as a recurring enforcement theme in the context of registered offerings, business combination transactions, and de-SPAC transactions specifically. Staff guidance and enforcement actions have emphasised that the reasonable basis standard is not satisfied by projections derived from optimistic assumptions that management had reason to believe were unrealistic at the time of disclosure, or by projections presented in a format that obscures the extent to which they depend on speculative or unverifiable inputs.

The 2024 amendment to Item 10(b) reflects the Commission's concern that projections lacking a clear connection to historical performance data have been used in certain contexts — particularly de-SPAC transactions — to present an unjustifiably favourable picture of target companies' future prospects.

The Office of Examinations has not identified Rule 175 as a standalone examination priority, consistent with the rule's character as a liability protection framework rather than a compliance obligation. However, examination staff reviewing broker-dealer communications and investment adviser marketing materials have noted that forward-looking statements in client-facing documents should be prepared with the same reasonable basis and good faith standards applicable to Commission filings, even where those documents are not themselves filed with the Commission and do not directly benefit from Rule 175's safe harbour.

Examination Relevance and Key Takeaways

Rule 175 is relevant to Series 7, Series 65, and Series 66 candidates primarily in the context of issuer disclosure obligations, the liability framework governing registration statements and periodic reports, and the conditions under which forward-looking statements may be included in Commission filings without exposing the issuer to fraud liability.

Candidates should understand the dual standard of reasonable basis and good faith as the threshold conditions for Rule 175 protection, and should be able to distinguish Rule 175 from the PSLRA safe harbour — particularly the PSLRA's unavailability in the IPO and de-SPAC contexts where Rule 175 remains independently available.

A common examination concept involves the layered structure of forward-looking statement protections. Candidates should understand that Rule 175, the PSLRA safe harbour, and the bespeaks caution doctrine are complementary frameworks that serve related but distinct functions, and that the unavailability of one does not preclude reliance on another. The 2024 amendments to Item 10(b) of Regulation S-K, which raise the substantive standard for well-formed projections in all Commission filings, are increasingly relevant to examination candidates as a practical gloss on what the reasonable basis condition requires in the contemporary disclosure environment.

The key points to retain are these. Rule 175 provides a safe harbour from fraud liability for forward-looking statements made with a reasonable basis and in good faith, appearing in documents filed with the Commission, Part I of Form 10-Q, or qualifying annual shareholder reports.

The protection is unavailable for statements made without a reasonable basis or in bad faith. Rule 175 operates alongside Exchange Act Rule 3b-6, the PSLRA statutory safe harbour, and the bespeaks caution doctrine as part of a layered forward-looking statement liability framework.

The PSLRA safe harbour is unavailable in IPO registration statements and, following the 2024 SPAC rulemaking effective July 1, 2024, in de-SPAC transaction filings — in those contexts, Rule 175 remains independently available.

The 2024 amendments to Item 10(b) of Regulation S-K, while not modifying Rule 175's operative text, raise the practical standard for what constitutes a projection with a reasonable basis in all Commission filings. Rule 175 has not been materially amended since January 2017 and no pending rulemaking as of June 2026 proposes changes to its substantive framework.