Encouraging Public Offerings Act of 2025
Sponsored By: Representative Wagner, Ann [R-MO-2]
Passed House
Summary
Expand confidential pre-filing review and testing-the-waters communications to all issuers. This bill would let issuers beyond emerging growth companies (EGCs) use testing-the-waters and allow any issuer to submit draft registration statements to the Securities and Exchange Commission for confidential staff review, subject to SEC rulemaking and required reporting to Congress before any new rules.
Show full summary
- Issuers: Non-emerging growth companies could engage in oral or written testing-the-waters communications, although the SEC could impose additional terms or conditions by rule after public notice and comment and must submit a report to Congress listing the findings that support any such rulemaking.
- Filing timelines: Any issuer could confidentially submit draft registration statements for IPOs, initial Section 12(b) listings, and follow-on offerings and then must publicly file the initial confidential submission and any amendments by set deadlines: IPOs and initial 12(b) filings 10 days before effectiveness or listing, and follow-ons 48 hours before effectiveness.
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Bill Overview
Analyzed Economic Effects
2 provisions identified: 1 benefits, 0 costs, 1 mixed.
Easier pre-offering talks and draft filings
If enacted, more companies would be able to talk with potential investors before filing. It would let any issuer, not just emerging growth companies, use testing-the-waters communications. Any issuer could send draft registration statements to the SEC for confidential staff review before public filing. Public filing deadlines would be: for an IPO, 10 days before the registration statement is effective; for an initial exchange listing under section 12(b), 10 days before listing; and for follow-on offerings, 48 hours before the registration statement is effective. These changes would take effect upon enactment.
SEC could add rules for talks and drafts
The SEC could set extra terms or conditions for testing-the-waters talks and confidential draft submissions by issuers that are not emerging growth companies. Any rules would require public notice and a chance to comment. Before proposing such rules, the SEC would need to send Congress a report listing the findings that support the rulemaking. This could add steps and costs for some issuers, while aiming to protect investors. This authority would take effect upon enactment.
Sponsors & CoSponsors
Sponsor
Wagner, Ann [R-MO-2]
MO • R
Cosponsors
Rep. Meeks, Gregory W. [D-NY-5]
NY • D
Sponsored 5/14/2025
Sessions
TX • R
Sponsored 5/14/2025
Roll Call Votes
No roll call votes available for this bill.
View on Congress.gov