H.R. 5169House119th Congress (2025-2027)In Committee

Retire through Ownership Act

AI-Generated Summary

Updated January 15, 2026 at 11:11 AM UTC

The Retire through Ownership Act amends the Employee Retirement Income Security Act (ERISA) to clarify what counts as adequate consideration when a closely held company's stock is used in employee stock ownership plans. It lets plan fiduciaries rely on an independent valuation expert who follows IRS Revenue Ruling 59-60 to determine fair market value, and it limits how the Secretary of Labor can interpret or expand the definition of adequate consideration. The changes affect fiduciaries and participants in retirement plans that hold closely held stock.

Key Provisions

Allows a fiduciary of an employee stock ownership plan to rely in good faith on a valuation from an independent expert or appraiser who uses the methods set out in IRS Revenue Ruling 59-60 to determine the stock's fair market value.
Specifies that the Secretary of Labor cannot use this clause to block regulations, expand regulatory authority beyond what existed before the Act, or change fiduciary duties under ERISA section 404.
Sets the effective date so that the new definition applies to any adequacy determinations made on or after the law’s enactment.

Legislative Activity

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5 earlier actions

HouseCalendars Latest Action

Placed on the Union Calendar, Calendar No. 383.

January 14, 2026

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HouseIntro Referral

Introduced in House

September 8, 2025

HouseIntro Referral

Referred to the House Committee on Education and Workforce.

Education and Workforce Committee

September 8, 2025

HouseCommittee

Committee Consideration and Mark-up Session Held

Education and Workforce Committee

September 17, 2025

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 35 - 0.

Education and Workforce Committee

September 17, 2025

HouseCommittee

Reported (Amended) by the Committee on Education and Workforce. H. Rept. 119-448.

Education and Workforce Committee

January 14, 2026

HouseCalendars

Placed on the Union Calendar, Calendar No. 383.

January 14, 2026

Bill Text

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Reported in HouseIssued January 14, 2026

Union Calendar No. 383

119th CONGRESS

2d Session

H. R. 5169

[Report No. 119–448]

IN THE HOUSE OF REPRESENTATIVES

September 8, 2025

Mr. Allen introduced the following bill; which was referred to the Committee on Education and Workforce

January 14, 2026

Additional sponsors: Mr. Edwards, Mr. Messmer, Mrs. McBath, and Mr. Baumgartner

January 14, 2026

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

Strike out all after the enacting clause and insert the part printed in italic

For text of introduced bill, see copy of bill as introduced on September 8, 2025

A BILL

To amend the Employee Retirement Income Security Act of 1974 to provide a clear definition of adequate consideration for certain closely held stock, and for other purposes.

Short title

This Act may be cited as the Retire through Ownership Act.

Amending adequate consideration definition

(a)

In General

Section 3(18) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(18)) is amended—

(1)

in subparagraph (A), by redesignating clauses (i) and (ii) as subclauses (I) and (II), respectively;

(2)

by redesignating subparagraphs (A) and (B) as clauses (i) and (ii), respectively;

(3)

by inserting (A) before The term; and

(4)

by adding at the end the following:

(B)

(i)

For purposes of clause (ii) of subparagraph (A), a fiduciary of an employee stock ownership plan (as defined in section 407(d)(6)) may in good faith rely upon a valuation provided by an independent valuation expert or business appraiser if such expert or appraiser relied upon the principles and methodologies set forth in Internal Revenue Service Revenue Ruling 59-60 (as amplified, clarified, distinguished, or modified from time to time) in determining the fair market value of the asset.

(ii)

Clause (i) shall not be interpreted to—

(I)

preclude the Secretary from promulgating, in accordance with section 553 of title 5, United States Code, any regulation interpreting such clause;

(II)

expand the regulatory authority of the Secretary with respect to the term adequate consideration beyond the authority of the Secretary with respect to such term on the day before the date of enactment of the Retire through Ownership Act; or

(III)

modify a fiduciary’s obligations under section 404.

(b)

Effective Date

The amendments made by subsection (a) shall apply with respect to determinations described in section 3(18)(B) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(18)(B)) (as added by such subsection) that are made on or after the date of enactment of this Act.

January 14, 2026

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed