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S 4690

Encouraging Public Offerings Act of 2026

119th Congress Introduced by Angela Alsobrooks and 5 co-sponsors

The bill broadens testing-the-waters communications to issuers beyond Emerging Growth Companies and expands confidential draft registrations for more issuers, with SEC rulemaking a

Introduced in Senate
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WeVote Research Nonpartisan
Bill Summary · S 4690

Overview

  • bill: S.4690 (Encouraging Public Offerings Act of 2026)
  • 119th Congress, 2nd Session
  • Introduced June 4, 2026 by Sen. Ted Budd (and cosponsored by Warnock, Tillis, Van Hollen, Alsobrooks, McCormick)
  • Purpose: amend the Securities Act of 1933 to expand the use of “testing the waters” communications and confidential draft registration submissions, including for issuers beyond emerging growth companies.

Purpose and intent

  • The bill aims to broaden the framework under which issuers can engage in testing-the-waters communications (preliminary investor outreach) and submit draft registration statements confidentially for nonpublic staff review.
  • It intends to reduce friction and uncertainty for a wider pool of issuers seeking to begin the process of going public, by expanding who may engage in such communications and by allowing more confidential draft submissions.

Key provisions

Section 5(d) – Testing the waters

  • Current law limits certain oral or written communications to emerging growth companies (EGCs) or others acting on their behalf.
  • The bill changes this by:
    • Replacing the current language with a general provision that allows an issuer (not limited to EGCs) or others acting on behalf of an issuer to engage in communications described as “testing the waters.”
    • Allowing the Commission to promulgate additional terms, conditions, or requirements on these communications for issuers other than EGCs, subject to public notice and comment.
    • Requiring the Commission to report to Congress with the findings that support any such rulemaking before it adopts new rules.

Section 6(e) – Draft registration statements (confidential submissions)

  • Re-labels and expands the confidential draft registration framework from “Emerging Growth Companies” to “Draft Registration Statements.”
  • Subsections outline two tracks for confidential draft submissions:
    • (1) Prior to an initial public offering (IPO): Any issuer may confidentially submit a draft registration statement for nonpublic staff review before public filing, with the condition that the initial confidential submission and all amendments must be publicly filed no later than 15 days before the issuer’s road show, or 15 days before the requested effective date if no road show.
    • (2) Within 1 year after IPO or after registration under Section 12(b) of the Securities Exchange Act of 1934: Similar confidential submission process, with same timing for public filing of initial submission and amendments (15 days before a road show or before the requested effective date if no road show).
  • The bill also allows the Commission to impose additional regulations on draft registration submissions for issuers other than EGCs, with accompanying congressional reporting prior to any rulemaking.

Who would be affected

  • Issuers seeking to go public (not limited to Emerging Growth Companies) and their representatives.
  • Securities staff within the U.S. Securities and Exchange Commission (SEC), which would conduct confidential reviews and potential rulemakings.
  • Investors and underwriters who rely on testing-the-waters communications and drafts reviewed confidentially prior to public filings.

Procedural and timeline aspects

  • After introduction, the bill was referred to the Senate Committee on Banking, Housing, and Urban Affairs.
  • If enacted, the provisions would allow broader use of testing-the-waters and extend confidential draft submission opportunities to more issuers, subject to future SEC rulemaking and public notice/comment processes.
  • For confidential submissions:
    • Initial confidential submissions and amendments must become publicly filed within 15 days of the road show or the prospective effective date, whichever applies.
    • A 1-year post-IPO (or post-registration) window exists for confidential submissions with the same public filing timing requirements.

Summary of potential impact

  • Expanded access to testing-the-waters communications could enable a wider range of issuers to gauge investor interest previously restricted to certain issuer types.
  • Broadening confidential draft submissions beyond EGCs could streamline pre-filing processes for more issuers, potentially shortening time-to-market for public offerings.
  • Increased SEC rulemaking authority (with required congressional reporting) means additional regulatory requirements could be imposed on new forms of communications and draft submissions in the future.

Compiled from official sources — confirm details with the bill’s official record.

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