Encouraging Public Offerings Act of 2025

Floor Speech

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Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 3381) to amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes, as amended.

The Clerk read the title of the bill.

The text of the bill is as follows: H.R. 3381

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1. SHORT TITLE.

This Act may be cited as the ``Encouraging Public Offerings Act of 2025''. SEC. 2. EXPANDING TESTING THE WATERS.

Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is amended--

(1) by striking ``Notwithstanding'' and inserting the following:

``(1) In general.--Notwithstanding'';

(2) by striking ``an emerging growth company or any person authorized to act on behalf of an emerging growth company'' and inserting ``an issuer or any person authorized to act on behalf of an issuer''; and

(3) by adding at the end the following:

``(2) Additional requirements.--

``(A) In general.--The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.

``(B) Report to congress.--Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.''. SEC. 3. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION STATEMENTS.

Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended--

(1) in the heading, by striking ``Emerging Growth Companies'' and inserting ``Confidential Review of Draft Registration Statements'';

(2) by redesignating paragraph (2) as paragraph (3); and

(3) by striking paragraph (1) and inserting the following:

``(1) In general.--Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than--

``(A) in the case of an initial public offering, 10 days before the effective date of such registration statement;

``(B) in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or

``(C) in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.

``(2) Additional requirements.--

``(A) In general.--The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate.

``(B) Report to congress.--Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.''.

Mr. Speaker, I rise today in support of my bill, H.R. 3381, the Encouraging Public Offerings Act.

This legislation builds on the success of the JOBS Act by making it easier for companies of all sizes to go public while maintaining the transparency and investor protections our markets depend on.

H.R. 3381 allows any company, not just emerging growth companies, to test the waters by gauging investor interest before or after filing with the SEC. It also ensures that an issuer can submit a confidential draft registration statement before making it public, giving companies more flexibility and clarity as they prepare to go public.

These tools, Mr. Speaker, testing the waters and confidential filings, have proven valuable since the JOBS Act, especially for smaller companies navigating the complexities of going public. My bill makes them available to all issuers with consistent timelines tied to when a registration statement becomes effective, not when a road show begins.

This bill is about giving growing businesses the confidence to enter the public markets and helping them reach new investors, expand operations, and create jobs across our country.

I thank my colleagues on both sides of the aisle and my Democratic cosponsor, Mr. Meeks, for supporting these efforts to modernize our capital markets.

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Mrs. WAGNER. Mr. Speaker, I am prepared to close, and I reserve the balance of my time.

In closing, the Encouraging Public Offerings Act is about giving growing businesses the confidence to enter the public markets and helping them reach new investors, expand operations, and create jobs across the country.

I ask my colleagues to support my bill, H.R. 3381, and I yield back the balance of my time.

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