Opinion of the Court
(1975)). Generally speaking, the 1933 Act requires a company to register the securities it intends to offer to the public with the Securities and Exchange Commission (SEC). See, e.g., 15 U. S. C. §§77b(a)(8), 77e; see also §77d. As part of that process, a company must prepare a registration statement that includes detailed information about the firm’s business and financial health so prospective buyers may fairly assess whether to invest. See, e.g., §§77f, 77g, 77aa. The law imposes strict liability on issuing companies when their registration statements contain material misstatements or misleading omissions. §77k; see also Herman & MacLean v. Huddleston, 459 U. S. 375, 380 (1983).
The 1934 Act sweeps more broadly. Among other things, it requires publicly traded companies to provide ongoing disclosures and regulates trading on secondary markets. See, e.g., §§78m, 78o; T. Hazen, Federal Securities Law 99–102 (4th ed. 2022) (Hazen). This law’s main liability provision sweeps more broadly too. It allows suits in connection with the purchase or sale of “any security,” whether registered or not. §78j(b); see also 17 CFR §240.10b–5 (2022); Herman & MacLean, 459 U. S., at 382. But to prevail under this provision, a plaintiff must prove that any material misleading statement or omission was made “with scienter, i.e., with intent to deceive, manipulate, or defraud.” Id., at 382.
This case arises from a public offering governed by the 1933 Act. Typically, when a company goes public it issues new shares pursuant to a registration statement. That registration statement is filed with the SEC and made available to the public. Investment banks underwrite the offering, usually by buying these new registered shares at a negotiated price and then selling them to investors at a higher price. In this way, underwriters often carry the risk of loss should they fail to sell the shares at a profit. See 1 L. Loss, J. Seligman, & T. Paredes, Securities Regulation 738–748 (6th ed. 2019); Hazen 32–33.
Of course, a company’s early investors and employees
