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S-2403Senate2026-09-16Labor and Employment

Retire through Ownership Act

YourVoice.Now Summary

Workers & JobsCorporate Benefits

Would let plan trustees rely on an outside appraiser to value stock in employee-owned companies — matters only if you work at one.

Workers & Jobs

Clear way to value employee-owned company stock

Stock in an employee-owned company usually has no public market, so the plan's trustee must decide what it is worth. The bill names one way to do that — rely in good faith on an independent appraiser who follows IRS valuation guidelines.

Corporate Benefits

Legal defense for trustees who use outside appraisals

A trustee who relies in good faith on an independent appraisal built on IRS valuation guidelines would have a recognized way to show the price was fair. Every other duty a trustee owes the plan's workers would still apply.

More about this bill

Most people would see no change from this bill. It matters if you work at a company owned by its employees. These plans are called ESOPs, and they hold company stock in workers' retirement accounts. About 15 million people were in one as of 2022. Most of that stock has no public market, so someone must put a price on it. That price sets what a worker's account is worth. Today the law says the plan's trustee must set that value in good faith. It does not say how, and the Labor Department has never issued a final rule. Under the bill, a trustee could rely in good faith on an outside appraiser. That appraiser would have to follow IRS valuation guidelines first written in 1959. Using one would be a choice, not a requirement. The bill writes in two limits. A trustee's other legal duties to workers would not change. The Labor Department would gain no new power over these valuations. It could still write its own rules on the new language. The Senate passed the bill in October 2025, and the House passed it in September 2026. It is not law until the President signs it. The change would apply only to values set on or after the day it became law.

Congressional Summary

Retire through Ownership Act This bill allows the fiduciary of an Employee Stock Ownership Plan (ESOP) to rely on a valuation provided by an independent valuation expert or business appraiser in determining the fair market value of the plan's securities if the securities are not traded on a national securities exchange (i.e., not publicly traded) and the expert or appraiser follows specified methodologies. In general, ESOPs are defined contribution pension plans where employees accrue shares of their employers' stock in individual accounts as part of their compensation. After separating from employment or retiring, employees receive the cash value of their shares. Under the bill, an independent expert or appraiser must adhere to the methodology established under the Internal Revenue Service Ruling 59-60, which prescribes the factors a professional business appraiser should consider in forming a valuation of the stock for a closely held business.

Legislative Subjects

Employee benefits and pensionsFinancial services and investmentsSecurities

Details

Congress
119th
Chamber
Senate
Status
summarized
Action
Passed House and Senate
Action Date
2026-09-16
Date Added
2026-09-11
Source
Congress.gov →

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