RECOMMENDED FOR PUBLICATION
                                Pursuant to Sixth Circuit I.O.P. 32.1(b)
                                       File Name: 24a0211p.06

                    UNITED STATES COURT OF APPEALS
                                  FOR THE SIXTH CIRCUIT



                                                             ┐
 BOONE COUNTY REPUBLICAN PARTY EXECUTIVE
                                                             │
 COMMITTEE, HARDIN COUNTY REPUBLICAN PARTY
                                                             │
 EXECUTIVE COMMITTEE, and JESSAMINE COUNTY
                                                             │
 REPUBLICAN PARTY EXECUTIVE COMMITTEE,
                                                             │
                             Plaintiffs-Appellants,           >        No. 24-5783
                                                             │
                                                             │
        v.                                                   │
                                                             │
 H. DAVID WALLACE, LAURA MARIE BENNETT, JESSICA              │
 BURKE, RICHARD LARKIN, ADRIAN MENDIONDO,                    │
 THOMAS O’BRIEN, and J. BISSELL ROBERTS, in their            │
 official capacities as board members of the Kentucky        │
 Registry of Election Finance; JOHN STEFFEN, in his          │
 official capacity as the Executive Director of the          │
 Kentucky Registry of Election Finance,                      │
                                 Defendants-Appellees.       │
                                                             ┘

 Appeal from the United States District Court for the Eastern District of Kentucky at Frankfort.
               No. 3:24-cv-00049—Gregory F. Van Tatenhove, District Judge.

                             Decided and Filed: September 5, 2024

                  Before: MOORE, GILMAN, and GRIFFIN, Circuit Judges.

                                      _________________

                                            COUNSEL

ON MOTION FOR INJUNCTION PENDING APPEAL and REPLY: Christopher Wiest,
Theodore Roberts, CHRIS WIEST, ATTY AT LAW, PLLC, Covington, Kentucky, Thomas B.
Bruns, BRUNS, CONNELL, VOLLMAR & ARMSTRONG, Cincinnati, Ohio, for Appellants.
ON RESPONSE: Leslie M. Saunders, KENTUCKY REGISTRY OF ELECTION FIANANCE,
Frankfort, Kentucky for Appellees. ON AMICUS BRIEF: Matthew F. Kuhn, John H.
Heyburn, Elizabeth Hedges, OFFICE OF THE KENTUCKY ATTORNEY GENERAL,
Frankfort, Kentucky, for Amicus Curiae.
 No. 24-5783              Boone Cnty. Republican Party et al. v. Wallace et al.            Page 2


                                        _________________

OPINION

                                        _________________

       KAREN NELSON MOORE, Circuit Judge. Three Kentucky Republican Party county
executive committees challenge the Kentucky Registry of Election Finance’s prohibition on
expending funds in support of a state constitutional amendment on the November general-
election ballot. The district court denied the executive committees’ application for a preliminary
injunction. The executive committees seek an injunction pending appeal of the preliminary-
injunction decision. Because we conclude that the executive committees are likely to succeed on
the merits of their First Amendment claim, we grant the injunction pending appeal and order
expedited briefing on the appeal of the denial of the executive committees’ motion for
preliminary injunction.

                                                  I.

A. Statutory and Regulatory Framework

       This case concerns the constitutionality of a part of Kentucky’s campaign-finance regime,
and the Kentucky Registry of Election Finance’s (“the Registry”) interpretation and enforcement
thereof. Accordingly, some background is in order. The Registry is a state agency charged with
regulating campaign-finance disclosures and investigating and civilly prosecuting campaign-
finance violations. Ky. Rev. Stat. § 121.120(1). The Registry may investigate and civilly
prosecute state campaign-finance violations “[u]pon the sworn complaint of any person, or on its
own initiative.” Id. § 121.140(1). When the Registry has probable cause to believe that state
campaign-finance law has been knowingly violated, the Registry shall refer the case to
appropriate state or county authorities for criminal prosecution. Id. § 121.140(5). The Registry
also has power to issue advisory opinions, upon request of any person, “concerning the
application” of state campaign-finance law or regulations to a specific transaction or activity. Id.
§ 121.135(1). An advisory opinion authorizing the transaction or activity described in the
request may be relied upon by the requestor as a defense to any future enforcement.              Id.
§ 121.135(4).
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.               Page 3


       The Registry regulates campaign activities in part through a statutory taxonomy of
“committees” subject to different requirements. As a general matter, a committee must register
with the Registry, “by filing official notice of intention at the time of organization, giving names,
addresses, and positions of the officers of the organization, identifying an official contact person
of the committee, and designating the candidate or candidates, slate of candidates, or question it
is organized to support or oppose on forms prescribed by the registry.”             Ky. Rev. Stat.
§ 121.170(1).    Committees must designate a campaign treasurer, who must designate a
depository bank to hold contributions, maintain records of contributors and contributions, make
or authorize expenditures, and maintain records for six years from the final date of filing. Id.
§§ 121.160(1)–(2), 121.170(3).        After making an independent expenditure advocating the
election or defeat of a candidate or slate of candidates, committees must report within 48 hours
of the communication being distributed or otherwise publicly disseminated. Id. § 121.120(6)(j).

       One type of committee is a “political issues committee,” which is defined as “three (3) or
more persons joining together to advocate or oppose a constitutional amendment or public
question which appears on the ballot if that committee receives or expends money in excess of
one thousand dollars ($1,000).” Ky. Rev. Stat. § 121.015(3)(d). Within five days of meeting the
statutory definition of a political issues committee, that committee must submit a form to the
Registry indicating whether it intends to raise or spend more than $5,000 in any one election. Id.
§ 121.180(1)(a)(1). Political issues committees may receive unlimited contributions, including
contributions from corporations.      Id. § 121.150(18); see id. § 121.150(11). Funds must be
expended on the particular issue, such as a constitutional amendment, for which they are raised,
and any excess funds following an election must be returned to contributors, escheated to the
State Treasury, donated to charity, or spent on future advocacy of the same issue.                Id.
§ 121.180(10)(a), (d). Political issues committees that intend to raise or spend more than $5,000
must report in the run-up to the election—60 days, 30 days, and 15 days before the election day.
Id. § 121.180(3)(b). By contrast, political issues committees intending to raise or spend less than
$5,000 must report on their receipts and expenditures only after an election ends (within 30 days
of the election). Id. § 121.180(4).
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.               Page 4


       The other type of committee relevant here is an “executive committee of a political
party.” An executive committee is not defined by statute, but a Kentucky regulation defines it as

       an organizational unit or affiliate recognized within the document governing a
       political party, that raises and spends funds to promote political party nominees,
       and performs other activities commensurate with the day-to-day operation of a
       political party, including voter registration drives, assisting candidate fundraising
       efforts, holding state conventions or local meetings, and nominating candidates
       for local, state, and federal office.

:050, § 1(1). Executive committees may not accept corporate
contributions or contributions in excess of $5,000 from any one person.            Ky. Rev. Stat.
§ 121.150(11)(a), (18). On an annual or semiannual basis, executive committees must make a
full public report of all money received from any source and all expenditures made.              Id.
§ 121.180(2)(a). Such reports must be made on an annual basis for executive committees with
less than $10,000 in their campaign account and on a semiannual basis for executive committees
with more than $10,000. Id. § 121.180(2)(c).

B. Factual Background

       Appellants in this case are three county Republican Party executive committees—the
Boone County Republican Party Executive Committee (“BCRP”), the Hardin County
Republican Party Executive Committee (“HCRP”), and the Jessamine County Republican Party
Executive Committee (“JCRP”) (collectively “the executive committees”). R.1 (Pls.’ Verified
Compl. for Decl. & Inj. Relief (“Ver. Compl.”) ¶ 4) (Page ID #4). On or about June 10, 2024,
HCRP and JCRP sought an advisory opinion from the Registry as to whether a county party
executive committee may make expenditures supporting or opposing a state constitutional
amendment on the ballot. R. 14-3 (Exhibits to Defs.’ Mem. of Law in Resp. to Pls.’ Mot. for
Prelim. Inj., Permanent Inj., & Mot. for Summ. J.) (Page ID #148–49). In response to their
requests, the Registry issued an advisory opinion. R. 1-3 (Exhibit to Ver. Compl.) (Page ID
#21–23). In Advisory Opinion 2024-02 the Registry interpreted the regulatory definition of an
executive committee, which authorizes such committees to “‘raise[] and spend[] funds to
promote political party nominees’” and to “‘perform[] other activities commensurate with the
day-to-day operation of a political party’” to foreclose “us[ing] the funds that it raises for party
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.              Page 5


nominees to support a constitutional amendment.” Id. at 2–3 (Page ID #22–23) (quoting 

:050). The Registry opined that “[t]o the extent that members of the executive
committee would like to begin raising funds to support or oppose a constitutional amendment,
those members interested must form a political issues committee to do so.” 

 (Page ID
#23).

        After this advisory opinion issued, HCRP and JCRP retained counsel who, in a series of
emails to the Registry, revealed more precisely how they sought to act. R. 1-4 (Exhibit to Ver.
Compl.) (Page ID #24–28).         The executive committees wished to print and distribute
communications that simultaneously (1) advocate for the Republican slate of candidates,
(2) advocate in favor of a constitutional amendment; and (3) provide voter education that a
“straight ticket vote does not vote the amendment.” 

 (Page ID #25). The executive
committees believed that they would be foreclosed, under the Registry’s opinion, from producing
these communications because they included direct advocacy in favor of a constitutional
amendment.

        In the exchange with the Registry, the parties’ counsel asked the Registry to withdraw its
opinion and sought assurances that they would not be subject to enforcement for engaging in
such communications. R. 1-4 (Exhibit to Ver. Compl.) (Page ID #24). Counsel for the Registry
refused. 

 Lacking those assurances, HCRP and JCRP, along with BCRP (which was not
involved in the advisory letter exchange), filed a verified complaint for declaratory and
injunctive relief against members of the Registry and its executive director (“the Registry”). R. 1
(Ver. Compl.) (Page ID #1).          In their verified complaint, the executive committees
acknowledged that they had “expressly raised funds and solicited donors for donations, for the
express purpose of purchasing signs, campaign materials (to include mailers and door-to-door
door hangers) that advocate in favor of the Republican party candidates and nominees (both local
and national), as well as the School Choice Amendment.” Id. ¶ 16 (Page ID #6). The School
Choice Amendment, known as Amendment 2, is a Kentucky proposed state constitutional
amendment, which would authorize the state legislature to “provide financial support for the
education of students outside the system of common schools.” Id. ¶ 2 (Page ID #3); see 

 (H.B. 2). According to appellants, Amendment 2 is a “central issue for voters,
 No. 24-5783              Boone Cnty. Republican Party et al. v. Wallace et al.                      Page 6


particularly voters aligned with [the parties’] values.” Id. ¶ 17 (Page ID #6). Thus, having
“determined” that advocacy in favor of the amendment is likely to drive turnout in favor of
Republican candidates, the executive committees have designed mailers and door-to-door
campaign printings that simultaneously advocate the Republican slate of candidates and the
constitutional amendment. Id. ¶ 31 (Page ID #9).1 As of the filing of the complaint, none of the
executive committees had yet begun printing or distributing the communications, although the
HCRP and BCRP intended to do so regardless of judicial intervention. Id. ¶ 36 (Page ID #10).

C. Procedural Background

        Simultaneous with the filing of their verified complaint in the district court, the executive
committees moved for a temporary restraining order, a preliminary injunction, a permanent
injunction, and summary judgment. R. 6 (Pls.’ Mot. for TRO, Prelim Inj., Permanent Inj., and
Summ. J. (“PI Mot.”)) (Page ID #65–84). The executive committees contend that the Registry
violates their First Amendment rights by prohibiting executive committees from making
expenditures in favor of a constitutional amendment. Id. at 16 (Page ID #80). The district court
denied the TRO on the grounds that the executive committees were unlikely to face enforcement
action within the duration of any TRO, but set an expedited briefing schedule on the other
motions. R. 9 (TRO Mem. Op. & Order at 4) (Page ID #114); R. 13 (Scheduling Order) (Page
ID #121). The Registry opposed the executive committees’ motions, arguing that they lacked
standing to bring a preenforcement challenge and that the Registry did not limit the executive
committees’ expenditures, but rather sought only to enforce valid disclosure requirements on
independent expenditures by requiring the executive committees to form political issues
committees in support of the amendment. R. 14 (Defs.’ Mem. of Law in Supp. of Resp. to PI
Mot. at 10–11) (Page ID #131–32).

        The district court denied the motion for a preliminary injunction after a hearing.
Although the district court found that the executive committees had standing to bring their
preenforcement challenge, the court concluded that they were unlikely to succeed on the merits
of their First Amendment claim. R. 22 (PI Op. & Order at 6–13) (Page ID #213–20). The

        1BCRP also intends to expend funds in support of a separate amendment that would prohibit non-citizens
from voting in Kentucky elections. R. 1 (Ver. Compl. ¶ 18) (Page ID #6).
 No. 24-5783               Boone Cnty. Republican Party et al. v. Wallace et al.                         Page 7


district court reasoned that requiring the executive committees to form political issues
committees to expend money in favor of the constitutional amendment imposed at most a
“minimal” burden on the executive committees’ First Amendment rights, which was justified by
the governmental interest in transparency and disclosure. Id. at 10–13 (Page ID #217–20).
Hence, under the standards of strict scrutiny, “exacting” scrutiny, or rational basis review, the
Registry met its burden. Id. at 13 (Page ID #220).

        The executive committees appealed the denial of the preliminary injunction and moved in
the district court for an injunction pending appeal. R. 24 (Emergency Mot. for Inj. Pending
Appeal) (Page ID #227–31). The district court denied the motion for an injunction pending
appeal. R. 26 (D. Ct. Inj. Pending Appeal Mem. Op. & Order) (Page ID #285–94). The
executive committees now seek an injunction pending appeal pursuant to Federal Rule of
Appellate Procedure 8(a)(2).2

                                                        II.

        We usually consider four factors when deciding whether to grant an injunction pending
appeal: (1) whether the applicants are likely to succeed on the merits of their appeal; (2) whether
the applicants will be irreparably harmed absent the injunction; (3) whether the injunction will
injure other parties; and (4) whether the public interest favors an injunction. A. Philip Randolph
Inst. v. Husted, 

 (6th Cir. 2018). But in First Amendment cases, the outcome
generally boils down to the first factor, whether plaintiffs have shown a likelihood of success on
the merits of their First Amendment claim. See Bays v. City of Fairborn, 

 (6th
Cir. 2012) (“The public interest analysis and the question of whether [the plaintiffs] will suffer
irreparable injury entirely depend on whether the solicitation policy and its enforcement by [the
defendant] are constitutional.”). “Because we are not reviewing any district court decision or
order, our review is de novo.” Husted, 

.




        2In addition to the parties’ briefs and the record below, we have also considered the amicus brief filed by
the Kentucky Attorney General in support of the executive committees.
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.                Page 8


                                                 III.

       The party invoking federal jurisdiction bears the burden to establish the elements of
Article III standing. Lujan v. Defs. of Wildlife, 

 (1992). Because standing is
“an indispensable part of the plaintiff’s case, each element must be supported in the same way as
any other matter on which the plaintiff bears the burden of proof, i.e., with the manner and
degree of evidence required at the successive stages of the litigation.” 

 On a motion for an
injunction pending appeal, plaintiffs must demonstrate a likelihood that they will ultimately be
able to establish their standing to sue. See Memphis A. Philip Randolph Inst. v. Hargett, 

 (6th Cir. 2021).

       To establish Article III standing, a plaintiff must show an injury in fact caused by the
complained of conduct that would be redressable by a favorable decision. Lujan, 504 U.S. at
560–61. An injury in fact must be “concrete and particularized” and “actual or imminent, not
conjectural or hypothetical.” 

 (citation omitted). An allegation of future injury may
suffice when the threatened injury is “certainly impending” or there is a “substantial risk” that
harm will occur.      Clapper v. Amnesty Int’l USA, 

, 414 n.5 (2013).
Accordingly, when an arrest, prosecution, or other enforcement action is sufficiently imminent,
the injury-in-fact element is satisfied. Susan B. Anthony List v. Driehaus, 

, 158
(2014). “[I]t is not necessary that petitioner first expose himself to actual arrest or prosecution to
be entitled to challenge a statute that he claims deters the exercise of his constitutional rights.”

 (quoting Steffel v. Thompson, 

 (1974)).

       At this stage, the executive committees can establish the requisite injury to bring a pre-
enforcement challenge by demonstrating a likelihood that (1) they intend to engage in expression
protected by the Free Speech and Association Clauses; (2) their expression is arguably
proscribed by the challenged statutes, regulations, opinions, and actions of the Registry; and
(3) they face a credible threat of enforcement for exercising their constitutional rights. See
Driehaus, 573 U.S. at 159.

       The executive committees have sufficiently demonstrated that they intend to engage in
protected speech. Specifically, in their verified complaint, the executive committees declare that
 No. 24-5783                Boone Cnty. Republican Party et al. v. Wallace et al.                         Page 9


they intend to, and have taken steps in furtherance of, printing and distributing communications
advocating in favor of Amendment 2. R. 1 (Ver. Compl. ¶¶ 15–18, 24–25, 31) (Page ID #5–7,
9).
        The executive committees have also demonstrated that their conduct is arguably
proscribed by the challenged statutes, regulations, opinions, and the actions of the Registry. Two
of the executive committees—HCRP and JCRP—sought an advisory opinion from the Registry
as to whether they could expend funds in support of a constitutional amendment. R. 14-3
(Exhibits to Defs.’ Mem. of Law in Resp. to PI Mot.) (Page ID #148–49). The Registry seems to
argue that the advisory opinion issued has no bearing here because the exact details of the
executive committees’ proposed expenditures were not clearly articulated in their requests. See
Defs./Appellees’ Response to Pls./Appellants’ Emergency Mot. for Inj. Pending Appeal
(“Opp’n”) at 8. This argument is unavailing because the Registry addressed the central question
still at issue—whether an executive committee may expend funds in support of a constitutional
amendment. And the Registry has not disclaimed this position. Accordingly, the executive
committees have demonstrated that the conduct they intend to engage in—communications
advocating in favor of both Republican candidates and a constitutional amendment—is
proscribed by Kentucky law.

        Although the question is closer, at least one of the executive committees has shown that
its speech is presently chilled by a credible threat of enforcement. To demonstrate a credible
threat of enforcement, “the first and most important factor is whether the challenged action chills
speech.” Fischer v. Thomas, 

 (6th Cir. 2022). The speech of the JCRP has
been chilled because, “fearing enforcement action,” it will not expend funds in favor of the
amendment “without injunctive relief.” R. 1 (Ver. Compl. ¶ 36) (Page ID #10).3

        When determining whether a petitioner faces a credible threat of enforcement, we have
commonly considered four factors: (1) Have the defendants previously enforced the challenged


        3The speech of HCRP and         BCRP may not have been chilled because they “intend[] to make the
expenditures in question in favor of the constitutional amendments” regardless of judicial relief. R. 1 (Ver. Compl.
¶ 36) (Page ID #10); see Pls./Appellants’ Emergency Mot. for Inj. Pending Appeal at 11 (referencing only the chill
to JCRP’s speech). But because “only one plaintiff needs to have standing in order for the suit to move forward,” it
suffices that JCRP’s speech has been chilled. Parsons v. U.S. Dep’t of Just., 

 (6th Cir. 2015).
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.            Page 10


provision against the plaintiffs or others? (2) Have the defendants sent warning letters to the
plaintiffs? (3) Do aspects of the regulatory regime make enforcement easier or more likely, such
as provision allowing citizens to file complaints? and (4) Have the defendants refused to disavow
enforcement of the challenged provision against the plaintiffs? Online Merchants Guild v.
Cameron, 

 (6th Cir. 2021).

       The first factor weighs against the executive committees. They have not supplied any
evidence that the challenged restriction has previously been enforced against the plaintiffs or
others. The executive committees’ generalized contention that the Registry “actively enforces”
the state’s campaign-finance laws, R. 1 (Ver. Compl. ¶ 7) (Page ID #4), offers little support for
the argument that the Registry will enforce here.

       We have emphasized, however, that the four factors are “not exhaustive, nor must each
be established” as long as “‘some combination’ of the factors are present.” Online Merchants
Guild, 

 (quoting McKay v. Federspiel, 

 (6th Cir. 2016)). And
here, the remaining factors suggest a credible threat of enforcement in the future. To begin, the
Registry has issued an advisory opinion indicating that the precise conduct in which the
executive committees seek to engage—expending funds on campaign materials supporting the
constitutional amendment—is contrary to Kentucky’s laws and regulations. Further, the nature
of the challenged regulatory regime makes regulatory investigation and enforcement easier and
more likely. Under Kentucky law, members of the public can file a complaint with the Registry,
which the executive committees claim is likely. Ky. Rev. Stat. § 121.140(1); see R. 1 (Ver.
Compl. ¶ 31) (Page ID #9). The allowance of complaints from members of the public creates a
“real risk of complaints from, for example, political opponents” with an intent to frustrate speech
they oppose.     Driehaus, 573 U.S. at 164.         Such complaints could trigger burdensome
investigations and administrative or criminal proceedings against the executive committees in the
heat of an election cycle. See id. at 165–66; Kiser v. Reitz, 

 (6th Cir. 2014).
Lastly, the Registry has refused to disavow enforcement of the challenged restrictions. In an
email to appellants’ counsel, counsel for the Registry declined to “say that the Registry would
ignore a properly filed complaint nor guarantee how the Board would vote to handle the matter if
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.             Page 11


it was presented to them.” R. 1-4 (Exhibit to Ver. Compl.) (Page ID #24). Nor has the Registry
disavowed its position in briefing.

       Mindful that the factors should be viewed holistically, and that we consider only a
likelihood of success at this stage, we conclude that the appellants have demonstrated a
likelihood that they have standing to seek injunctive relief in this case. Accordingly, we proceed
to the merits of the First Amendment challenge.

                                                IV.

       In the realm of First Amendment rights, few are more central than the right to express
opinions on electoral questions and the qualifications of political candidates. See Citizens United
v. Fed. Election Comm’n, 

 (2010); Citizens Against Rent Control/Coalition for
Fair Hous. v. City of Berkeley, 

 (1981). The right to express opinions on such
issues is not limited to individuals but inheres also in corporations and other associations.
Citizens United, 

, 346–47 (affording First Amendment protection to corporate
expression); Eu v. S.F. Cnty. Democratic Cent. Comm., 

 (1989) (same as to
political parties); Citizens Against Rent Control, 

 (same as to committees formed
to speak on a ballot issue). Accordingly, it is likely that the executive committees have a right to
express themselves on topics related to the election, including advocacy for or against a
constitutional amendment.

       When analyzing restrictions on expression, we begin by considering whether the
restriction burdens speech protected by the First Amendment. The executive committees’ First
Amendment rights are likely burdened by the Registry’s prohibition on spending in support of a
constitutional amendment. The Registry’s interpretation of the state statutes and regulations
prohibits the executive committees from expending funds on campaign materials that directly
support the passage of Amendment 2. Because campaign expenditures are a form of political
speech, the Registry’s limitation on those expenditures likely burdens the executive committees’
First Amendment rights. See Fed. Election Comm’n v. Cruz, 

, 1650–51 (2022);
Kruse v. City of Cincinnati, 

, 912–13 (6th Cir. 1998).
 No. 24-5783                Boone Cnty. Republican Party et al. v. Wallace et al.                         Page 12


         The Registry seeks to minimize this burden by pointing out that the same members of the
executive committees could express their views in another way. See Opp’n at 16–17. Namely,
they could form—and perhaps have definitionally already formed—a political issues committee,
which could raise and expend money in support of the amendment. See 

 But the availability
of an alternative means for members of the executive committees to speak freely does not
mitigate the burden placed on the executive committees. The Court rejected a nearly identical
argument in Citizens United.               In that case, the Court reviewed the Federal Election
Commission’s ban on corporate campaign advocacy in the run-up to an election. 

. The Court rejected the argument that a corporation’s ability to form and advocate through a
federal political action committee (“PAC”) nonetheless enabled it to speak. 

 Hence, under
Citizens United, allowing the members of the executive committees to form political issues
committees does “not allow [the executive committees] to speak” but rather restricts their speech
on the topic of a state constitutional amendment. 

         The Registry does not address this holding of Citizens United but instead focuses on
distinguishing Federal Election Commission v. Massachusetts Citizens for Life, Inc., 

 (1986).       Opp’n at 16–17.          In that case, the Court analyzed a federal law requiring
corporations to establish a “political committee” to make independent expenditures on behalf of
candidates. Massachusetts Citizens for Life, 

. A majority of the Court concluded
that heightened regulatory requirements associated with establishing a more formalized
organization burdened the non-profit organization’s First Amendment activities. 

 at 254–56
(plurality opinion), 265–66 (O’Connor, J., concurring).4                    The Registry contends that the
apparently lesser burden on the executive committees in forming political issues committees
distinguishes this case from Massachusetts Citizens for Life.                    Opp’n at 16.        The Registry
emphasizes that the executive committees are already “committees” under Kentucky law and
may utilize the same officers to operate political issues committees. 

 It argues that the


         4Four members of the Court joined in an Opinion that located the constitutional burden in both the
heightened organizational requirements, as well as the additional disclosure requirements. See Massachusetts
Citizens for Life, 479 U.S. at 254–56 (plurality opinion). Justice O’Connor filed a concurring opinion on the
narrower ground that the “significant burden” arose “not from the disclosure requirements that [the organization]
must satisfy, but from the additional organizational restraints imposed upon it by the” challenged statute. 

(O’Connor, J., concurring).
 No. 24-5783             Boone Cnty. Republican Party et al. v. Wallace et al.            Page 13


additional burdens boil down to (justified) disclosures and the use of a separate bank account.

       Even assuming that the burdens are relatively less in this case, we cannot find that the
executive committees’ ability to form political issues committees negates, or renders
“negligible,” Opp’n at 16, the restriction on executive committees’ speech on ballot issues. To
begin, the holding of Citizens United, which followed Massachusetts Citizens for Life by more
than two decades, did not rest on the degree of burden imposed by forming a PAC but on the
distinction between the two entities. The Court considered the burdens only as an alternative
basis for concluding that a corporation’s speech was burdened. Citizens United, 558 U.S. at
337–38. Further, based on the limited record before us, it does appear that forming a political
issues committee would impose some burdens with respect to the time and expense required to
establish a new entity at this juncture.

       Because the Registry’s spending restriction burdens the executive committees’ political
speech, it is valid only if “justified by a permissible interest.” Cruz, 142 S. Ct. at 1651–52.
Restrictions on campaign speech, including campaign expenditures, are evaluated under strict
scrutiny, and only restrictions narrowly tailored to a compelling state interest are valid. Citizens
United, 

; Kruse, 142 F.3d at 912–13. By contrast, a mandated campaign
disclosure is judged under exacting scrutiny, which requires a substantial relation between the
disclosure requirement and a sufficiently important government interest, and that the disclosure
requirement be narrowly tailored to the interest it promotes. See Ams. for Prosperity Found. v.
Bonta, 

 (2021); Citizens United, 558 U.S. at 366–67.

       The Registry contends that we should apply only exacting scrutiny here because the
restriction is better characterized as a disclosure regulation.     Opp’n at 13.     The Registry
emphasizes the relatively few distinctions between executive committees and political issues
committees and the importance of the disclosure regime that applies to the latter but not the
former. Both are subject to the general requirements imposed on “committees” under Kentucky
law, but as discussed above, a political issues committee intending to raise and spend more than
$5,000 must report in the run-up to the election—60 days, 30 days, and 15 days preceding the
date of the election. Ky. Rev. Stat. § 121.180(3)(b). By contrast, an executive committee must
 No. 24-5783              Boone Cnty. Republican Party et al. v. Wallace et al.          Page 14


report only on an annual or semiannual basis unless they make an independent expenditure
expressly advocating the election or defeat of a candidate or slate of candidates.              Id.
§§ 121.120(6)(j), 121.180(2).

       We do not think that a ban on speech subject to the creation of a separate political issues
committee can be fairly described as a disclosure regulation. Disclosure regulations “may
burden the ability to speak,” but “do not prevent anyone from speaking.” Citizens United, 

 (citation omitted). Here, as discussed, the Registry’s requirements prevent the
executive committees from speaking on the constitutional amendment. We are not aware of, and
the Registry has not pointed us to, any cases construing any similar restriction as simply a matter
of disclosure.   And both Citizens United and Massachusetts Citizens for Life treat similar
requirements as limitations on speech, not mandated disclosure. See Citizens United, 558 U.S. at
337–38; Massachusetts Citizens for Life, 479 U.S. at 256–57. True, a political issues committee
is required to engage in more frequent and robust disclosure in the run-up to an election than
applicable to an executive committee. But that fact alone does not turn a speech limitation into a
disclosure requirement.

       Because we view the Registry’s position as a restriction on campaign expenditures, we
apply strict scrutiny. The Registry asserts that the restriction on the executive committees’
speech about state constitutional amendments, subject to the formation of a political issues
committee, furthers an interest in “disclosure.”      Opp’n at 14.     When reviewing disclosure
requirements, the Supreme Court has recognized a “sufficiently important” interest in providing
the electorate with information that could enable them to make “informed choices in the political
marketplace.” Citizens United, 558 U.S. at 366–67, 370–71. But the “Court has recognized only
one permissible ground for restricting political speech: the prevention of ‘quid pro quo’
corruption or its appearance.” Cruz, 142 S. Ct. at 1652.

       We need not decide whether the interest in an informed citizenry could justify the
restrictions here because the restrictions are not narrowly tailored to the interest asserted. When
considering whether a regulation or restriction is narrowly tailored to the interest asserted, we
consider the availability of less restrictive alternatives. See Bonta, 

. In this
case, the Registry could achieve the same ends—obtaining disclosures in the run-up to an
 No. 24-5783            Boone Cnty. Republican Party et al. v. Wallace et al.             Page 15


election—by imposing a disclosure requirement on executive committees that raise and expend
funds in support of an election. Indeed, the Registry already orders executive committees to
make disclosures within 48 hours of an independent expenditure on behalf of a candidate. Ky.
Rev. Stat. § 121.120(6)(j). The Registry has provided no explanation why restricting the speech
of an executive committee and requiring that it form a separate political issues committee
achieves the ends of transparency any more successfully than a standard disclosure requirement.
And, further, the Registry has offered no reason why Kentucky could not enact laws or
regulations to require appropriate disclosure from executive committees when they speak on
political issues.

                                         *       *       *

        Having concluded that the executive committees are likely to succeed on the merits of
their First Amendment claim, we need not address the remaining injunction factors. We pause to
note that our resolution of the issues at this stage is only preliminary and fuller consideration is
warranted as this case proceeds. For now, we grant the motion for an injunction pending appeal.

        The Registry is enjoined from taking any action to enforce Advisory Opinion 2024-02,
including initiating civil proceedings, against the executive committees (HCRP, JCRP, and
BCRP) for raising or expending funds in support of a constitutional amendment on the
November 2024 ballot. The Clerk shall set an expedited briefing schedule in the pending appeal
of the district court’s denial of the executive committees’ motion for a preliminary injunction.