H.R. 4171 — SEED Act of 2025

This section establishes a new exemption from securities registration requirements for micro-offerings by an issuer (including affiliates) of up to $500,000 in securities within a 12-month period. The exemption includes (1) Commission adjustment of the $500,000 threshold at least every five years for inflation (to the nearest $10,000), coordinated with adjustments under Section 4A(h); and (2) a prohibition on disqualified "bad actors" (i.e., those subject to Rule 506(d) events or statutory disqualifications under the Securities Exchange Act of 1934). This section also preempts state securities registration, qualification, or filing requirements for such offerings.