IB 
Union Calendar No. 383 
119TH CONGRESS 
2D SESSION 
H. R. 5169 
[Report No. 119–448] 
To amend the Employee Retirement Income Security Act of 1974 to provide 
a clear definition of adequate consideration for certain closely held stock, 
and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 8, 2025 
Mr. ALLEN introduced the following bill; which was referred to the Committee 
on Education and Workforce 
JANUARY 14, 2026 
Additional sponsors: Mr. EDWARDS, Mr. MESSMER, Mrs. MCBATH, and Mr. 
BAUMGARTNER 
JANUARY 14, 2026 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on September 8, 2025] 
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A BILL 
To amend the Employee Retirement Income Security Act 
of 1974 to provide a clear definition of adequate consid-
eration for certain closely held stock, and for other pur-
poses. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Retire through Owner-
ship Act’’. 
SEC. 2. AMENDING ADEQUATE CONSIDERATION DEFINI-
TION. 
(a) IN GENERAL.—Section 3(18) of the Employee Re-
tirement Income Security Act of 1974 (29 U.S.C. 1002(18)) 
is amended— 
(1) in subparagraph (A), by redesignating 
clauses (i) and (ii) as subclauses (I) and (II), respec-
tively; 
(2) by redesignating subparagraphs (A) and (B) 
as clauses (i) and (ii), respectively; 
(3) by inserting ‘‘(A)’’ before ‘‘The term’’; and 
(4) by adding at the end the following: 
‘‘(B)(i) For purposes of clause (ii) of subparagraph 
(A), a fiduciary of an employee stock ownership plan (as 
defined in section 407(d)(6)) may in good faith rely upon 
a valuation provided by an independent valuation expert 
or business appraiser if such expert or appraiser relied 
upon the principles and methodologies set forth in Internal 
Revenue Service Revenue Ruling 59-60 (as amplified, clari-
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fied, distinguished, or modified from time to time) in deter-
mining the fair market value of the asset. 
‘‘(ii) Clause (i) shall not be interpreted to— 
‘‘(I) preclude the Secretary from promulgating, 
in accordance with section 553 of title 5, United 
States Code, any regulation interpreting such clause; 
‘‘(II) expand the regulatory authority of the Sec-
retary with respect to the term ‘adequate consider-
ation’ beyond the authority of the Secretary with re-
spect to such term on the day before the date of enact-
ment of the Retire through Ownership Act; or 
‘‘(III) modify a fiduciary’s obligations under 
section 404.’’. 
(b) EFFECTIVE DATE.—The amendments made by sub-
section (a) shall apply with respect to determinations de-
scribed in section 3(18)(B) of the Employee Retirement In-
come Security Act of 1974 (29 U.S.C. 1002(18)(B)) (as 
added by such subsection) that are made on or after the 
date of enactment of this Act. 
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Union Calendar No. 383 
119TH CONGRESS 
2D SESSION 
H. R. 5169 
[Report No. 119–448] 
A BILL 
To amend the Employee Retirement Income Secu-
rity Act of 1974 to provide a clear definition of 
adequate consideration for certain closely held 
stock, and for other purposes. 
JANUARY 14, 2026 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
23:56 Jan 14, 2026
Jkt 069200
PO 00000
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