S. 4690: Encouraging Public Offerings Act of 2026

This bill would change how companies prepare to go public, by making two main Securities and Exchange Commission (SEC) procedures available to all issuers, not just certain smaller or newer companies:

• “Testing the waters” communications: Companies would be allowed to talk with potential investors before filing a public offering, to gauge interest in the offering. The bill expands this ability from emerging growth companies to any issuer.
• Confidential draft registration statements: Companies would be allowed to privately submit draft IPO paperwork to the SEC for review before making it public. This would also be expanded from emerging growth companies to any issuer.

How the confidential filing process would work

The bill says that any company planning an initial public offering could confidentially submit a draft registration statement to the SEC before publicly filing it. The SEC would review it privately first.

The company would then have to make the initial confidential submission and all amendments public no later than:

• 15 days before it begins a road show, if it has one, or
• 15 days before the requested effective date of the registration statement, if there is no road show.

The bill also allows companies, during the one year after an IPO or after a security is registered under Section 12(b) of the Securities Exchange Act, to use the same confidential draft submission process for certain follow-on registration statements.

SEC rulemaking authority

The bill would let the SEC create additional rules, after public notice and comment, for companies using these procedures if the SEC thinks more conditions are needed. Before making such rules, the SEC would have to send Congress a report explaining the findings behind the rulemaking.

Overall effect

In practical terms, the bill would give more companies access to the same pre-IPO and early public-company filing flexibility that some smaller companies already have. It would let them discuss offerings and submit draft documents confidentially first, while still requiring public disclosure before the offering process advances too far.

Relevant Companies

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