H.R. 3381House119th Congress (2025-2027)Passed House

Encouraging Public Offerings Act of 2025

AI-Generated Summary

Updated November 24, 2025 at 9:29 PM UTC

The Encouraging Public Offerings Act of 2025 updates the Securities Act of 1933 to broaden how companies can gauge investor interest and prepare registration filings. It expands "testing the waters" to all issuers and allows confidential draft registration statements for IPOs and follow‑on offerings, with specific timing rules. The SEC can set additional requirements for these activities, and must report its rulemaking proposals to Congress.

Key Provisions

Allows any issuer (not just emerging growth companies) to engage in "testing the waters" communications—oral or written—before filing a registration statement, and lets the SEC create additional rules for these communications after a public notice‑and‑comment process, with a required report to Congress before any rulemaking.
Permits any issuer to submit a draft registration statement to the SEC for confidential, non‑public review before a public filing, with set deadlines: 10 days before the effective date for an IPO, 10 days before exchange listing for an initial registration, and 48 hours before the effective date for later offerings.
Gives the SEC authority to impose further conditions on confidential draft submissions for issuers other than emerging growth companies, also requiring a pre‑rulemaking report to Congress.

Legislative Activity

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12 earlier actions

SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

June 24, 2025

View full timeline

HouseIntro Referral

Introduced in House

May 14, 2025

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

May 14, 2025

HouseCommittee

Committee Consideration and Mark-up Session Held

Financial Services Committee

May 20, 2025

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 48 - 2.

Financial Services Committee

May 20, 2025

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 119-116.

Financial Services Committee

June 3, 2025

HouseCalendars

Placed on the Union Calendar, Calendar No. 86.

June 3, 2025

HouseFloor

Mrs. Wagner moved to suspend the rules and pass the bill, as amended.

June 23, 2025 • 5:06 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H2872-2873)

June 23, 2025 • 5:06 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 3381.

June 23, 2025 • 5:06 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2872-2873)

June 23, 2025 • 5:12 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2872-2873)

June 23, 2025 • 5:12 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

June 23, 2025 • 5:12 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

June 24, 2025

Floor Debate

2 members

What members said about H.R. 3381 on the floor

1 Republican1 Democrat

Rep. Ann WagnerR-MO-2 · Jun 23, 2025

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…

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.

Mr. Speaker, I ask unanimous consent that all Members may have 5 legislative days to revise and extend their remarks and include extraneous material on this bill.

Mr. Speaker, I yield myself such time as I may consume.

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.

Mr. Speaker, I urge all Members to support this bipartisan bill, and I reserve the balance of my time.

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

Mr. Speaker, I yield myself 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.

Rep. Brad ShermanD-CA-32 · Jun 23, 2025

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise today in support of H.R. 3381, the Encouraging Public Offerings Act of 2025, sponsored by the chair of the relevant…

Mr. Speaker, I yield myself such time as I may consume.

Mr. Speaker, I rise today in support of H.R. 3381, the Encouraging Public Offerings Act of 2025, sponsored by the chair of the relevant subcommittee, the Capital Markets Subcommittee, that being the gentlewoman from Missouri (Mrs. Wagner). I commend her for her bill and her work in general on these issues.

This bill codifies an SEC rule that allows any issuer to submit a confidential draft of the registration statement for review by the SEC staff. In doing so, it allows companies seeking to access public markets more time to carefully draft their registration statements under SEC's guidance without needing to worry about the contents of their registration statement being made public before they have had a chance to cross all their t's and dot all their i's.

Mrs. Wagner's bill also codifies a 2019 SEC rulemaking that allows any issuer to test the waters before going public, which would allow any issuer to gauge institutional investor interest in their offering without first needing to file a registration statement with the SEC.

Overall, this makes it easier for companies to access our capital markets and to go public.

I urge my colleagues to support this bill. I think it is important that we encourage companies to go public both so that they can get the capital they need to expand their business and so that any person has a chance to invest in these businesses and diversify their own portfolio.

Mr. Speaker, I urge my colleagues to vote ``yes'' on this bill, and I reserve the balance of my time.

Mr. Speaker, I yield myself the balance of my time.

I urge my colleagues to vote ``yes'' on H.R. 3381, the Encouraging Public Offerings Act of 2025 sponsored by the chair of our subcommittee, the gentlewoman from Missouri (Mrs. Wagner), which would allow issuers to take advantage of confidential draft registration statements that are currently available only to EGCs. It also makes it easier for companies to have access to capital by giving them the ability to gauge interest from institutional investors without added regulatory requirements of registration.

Mr. Speaker, I ask my colleagues to support this bill, and I yield back the balance of my time.

Bill Text

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Referred in SenateIssued June 24, 2025

IIB

119th CONGRESS

1st Session

H. R. 3381

IN THE SENATE OF THE UNITED STATES

June 24, 2025

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

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.

Short title

This Act may be cited as the Encouraging Public Offerings Act of 2025.

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.

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.

Passed the House of Representatives June 23, 2025.

Kevin F. McCumber,

Clerk.