Encouraging Public Offerings Act of 2025

The bill would amend the Securities Act of 1933 to extend two procedures previously limited to emerging growth companies to all companies seeking to issue securities. First, it would allow any issuer to engage in "testing the waters" — making oral or written communications with potential investors to gauge interest in a contemplated offering, either before or after filing a registration statement. Second, it would allow any issuer to submit a draft registration statement confidentially to the SEC for nonpublic staff review, with the draft required to be made public no later than 10 days before the effective date for an IPO or initial exchange listing, or 48 hours before the effective date for follow-on offerings.

The bill would also give the SEC authority to impose additional terms or conditions on non-emerging-growth-company issuers using these procedures, but only after submitting a findings report to Congress and completing public notice-and-comment rulemaking. It does not itself eliminate any existing investor-protection disclosure requirements outside these specific pre-filing windows.

All companies seeking to issue securities publicly — including large, established companies previously excluded from these procedures — and the investment banks, underwriters, and institutional investors involved in pre-IPO marketing. The SEC, which would need to administer the expanded procedures and conduct any supplemental rulemaking for non-emerging-growth issuers, is also directly affected.

Companies planning public offerings would gain the ability to privately test investor appetite and refine registration documents before public exposure, reducing the reputational and financial risk of a poorly received IPO. Larger companies that were locked out of these tools — available to smaller "emerging growth" companies since 2012 — could find it more attractive to pursue a public listing rather than remain private.

Upon enactment, any issuer could immediately use testing-the-waters communications and submit confidential draft registration statements under the timelines the bill specifies. If the SEC determines that non-emerging-growth-company issuers warrant additional conditions, it must first submit a report to Congress listing the findings supporting the rulemaking, then conduct a standard public notice-and-comment rulemaking process before imposing new requirements. No immediate agency rulemaking is required for the core statutory expansion to take effect.