H.R. 3381 — Encouraging Public Offerings Act of 2025

This section expands the "testing the waters" exemption under Section 5(d) of the Securities Act of 1933 (i.e., permitting oral or written communications with qualified institutional buyers or accredited investors to gauge interest in a contemplated securities offering prior to filing a registration statement) to all issuers and their authorized persons (previously limited to emerging growth companies). The section further directs the Securities and Exchange Commission (SEC) to submit a report to Congress, with supporting findings, prior to promulgating any notice-and-comment regulations imposing additional terms, conditions, or requirements on such communications by non-emerging growth company issuers.

This section revises the provision for confidential SEC staff review of draft registration statements prior to public filing—previously limited to emerging growth companies—by (1) expanding eligibility to any issuer, for initial public offerings, initial Securities Exchange Act section 12(b) registrations, or follow-on offerings, with required public filing of the initial confidential submission and amendments no later than 10 days before effectiveness (IPOs) or exchange listing (initial section 12(b) registrations), or 48 hours before effectiveness (follow-ons); and (2) authorizing the SEC to impose additional terms, conditions, or requirements via regulations on non-emerging growth company issuers, subject to public notice and comment and preceded by a report to Congress listing supporting findings.