S. 4690

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 4690 Introduced in Senate (IS)]

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119th CONGRESS
2d Session
S. 4690

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.

_______________________________________________________________________

IN THE SENATE OF THE UNITED STATES

June 4, 2026

Mr. Budd (for himself, Mr. Warnock, Mr. Tillis, Mr. Van Hollen, and Ms. 
Alsobrooks) introduced the following bill; which was read twice and 
referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

A BILL

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.

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 
2026''.

SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
(1) in section 5(d) (15 U.S.C. 77e(d))--
(A) by striking ``Notwithstanding'' and inserting 
the following:
``(1) In general.--Notwithstanding'';
(B) 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
(C) 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.''; and
(2) in section 6(e) (15 U.S.C. 77f(e))--
(A) in the heading, by striking ``Emerging Growth 
Companies'' and inserting ``Draft Registration 
Statements'';
(B) by redesignating paragraph (2) as paragraph 
(4); and
(C) by striking paragraph (1) and inserting the 
following:
``(1) Prior to initial public offering.--Any issuer, prior 
to its initial public offering date, may 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 15 days before the date on 
which the issuer conducts a road show, as defined in section 
230.433(h) of title 17, Code of Federal Regulations, or, in the 
absence of a road show, at least 15 days prior to the requested 
effective date of the registration statement.
``(2) Within 1 year after initial public offering or 
exchange registration.--Any issuer, within the 1-year period 
following its initial public offering or its registration of a 
security under section 12(b) of the Securities Exchange Act of 
1934 (15 U.S.C. 78l(b)), may 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 15 days before the date on which the 
issuer conducts a road show, as defined in section 230.433(h) 
of title 17, Code of Federal Regulations, or, in the absence of 
a road show, at least 15 days prior to the requested effective 
date of the registration statement.
``(3) 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.''.
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