H.R. 3959: Protecting Private Job Creators Act
Sponsor
Troy Downing
Republican · MT-2
Bill Progress
Latest Action · Feb 25, 2026
Placed on House floor schedule, Calendar No. 448.
Why it matters
The bill would immediately remove a federal quoting rule for many debt securities, a change supporters say could improve trading in private and smaller bond markets while critics may see it as reducing investor safeguards.
H.R. 3959, the Protecting Private Job Creators Act, is a short but meaningful financial-markets bill. It says SEC Rule 15c2-11 would no longer apply to quotations of fixed-income securities. In simple terms, that means brokers and dealers could post quotes for many bonds and similar debt instruments without having to follow that specific SEC rule.
The bill is aimed at a narrow but important market problem: some debt securities, especially those tied to smaller, private, or less frequently traded issuers, can be hard to price and trade. Backers argue the current rule was designed more with opaque stock markets in mind and does not fit the fixed-income market well. They say removing the rule for bonds could improve liquidity, make prices easier to find, and help companies and other issuers raise money.
The scope is broader than plain-vanilla bonds. The bill defines fixed-income securities to include notes, bonds, debentures, certificates of deposit, asset-backed securities, and other evidence of indebtedness. It also includes debt securities that can convert into stock or come with warrants or rights to buy stock, which expands the exemption beyond simple debt products.
What the bill does not do is create a new replacement system or spell out new investor protections. It is a clean exemption. That makes the policy choice pretty stark: Congress would be betting that the benefits of easier quoting and trading in fixed-income markets outweigh the risks of pulling back one layer of regulatory review. The practical impact will depend on how much trading activity has been held back by the existing rule and whether regulators or market participants move to fill any gap.
What does H.R. 3959 do?
Exempts bond quotes from SEC rule
The bill says SEC Rule 15c2-11 would not apply when market participants publish quotations for fixed-income securities.
Covers many kinds of debt securities
The exemption applies to notes, bonds, debentures, certificates of deposit, asset-backed securities, and other evidence of indebtedness.
Includes convertible debt
Debt securities that can be converted into stock are also covered by the exemption.
Includes debt with stock purchase rights
The bill also covers debt instruments that include warrants or rights to subscribe to or buy equity securities.
Makes a direct regulatory carveout
Instead of asking the SEC to study or rewrite the rule, the bill directly states that the existing rule does not apply to fixed-income quotations.
Who benefits from H.R. 3959?
Broker-dealers making markets in bonds
They could post quotes more easily and face fewer compliance hurdles tied to this specific SEC rule.
Private and smaller issuers of debt
If their securities are easier to quote and trade, they may find it easier or cheaper to attract investors and raise capital.
Investors in less-traded fixed-income products
They may get better access to pricing and more chances to buy or sell securities that currently trade infrequently.
Asset-backed and structured finance market participants
Because asset-backed securities are explicitly included, firms in these markets could see fewer frictions in secondary-market quoting.
Who is affected by H.R. 3959?
SEC and market regulators
Their authority to apply Rule 15c2-11 to fixed-income quotations would be limited by statute.
Retail investors
They could benefit from more market activity, but they may also face greater risk if fewer checks apply before quotes are published.
Institutional investors
Funds, insurers, and other large investors could see improved liquidity in some bond markets and changes in market-making practices.
Issuers of convertible debt
Their securities would be easier to quote under the bill, which could affect pricing, demand, and how actively those instruments trade.
H.R. 3959 Common Questions
Does HR 3959 exempt bond quotes from SEC Rule 15c2-11?
Yes. Under the Protecting Private Job Creators Act, quotations of fixed-income securities are exempt from SEC Rule 15c2-11 (Section 2(a)).
Can brokers quote asset-backed securities without following Rule 15c2-11 under HR 3959?
Yes. According to H.R. 3959, asset-backed securities are included in the bill’s definition of fixed-income securities, so their quotations would be exempt from Rule 15c2-11 (Section 2(a), 2(b)(1)).
Are convertible bonds covered by the Protecting Private Job Creators Act?
Yes. Under the Protecting Private Job Creators Act, debt securities convertible into equity are treated as fixed-income securities for this exemption (Section 2(b)(2)).
Does HR 3959 cover debt securities with warrants or stock purchase rights?
Yes. According to H.R. 3959 Section 2(b)(2), debt securities that carry a warrant or right to subscribe to or purchase equity are included in the exemption.
Which securities count as fixed-income securities under HR 3959?
Under the Protecting Private Job Creators Act, the term includes notes, bonds, debentures, certificates of deposit for a security, certificates of deposit, asset-backed securities, and other evidence of indebtedness (Section 2(b)(1)).
Can dealers quote debentures without Rule 15c2-11 if HR 3959 passes?
Yes. Debentures are expressly listed as fixed-income securities, so their quotations would not be subject to Rule 15c2-11 under H.R. 3959 (Section 2(a), 2(b)(1)).
Does the bill apply to certificates of deposit in securities quotes?
Yes. Under the Protecting Private Job Creators Act, both a certificate of deposit for a security and a certificate of deposit are included in the fixed-income definition (Section 2(b)(1)).
Can notes be quoted without SEC Rule 15c2-11 under the Protecting Private Job Creators Act?
Yes. Notes are specifically listed as fixed-income securities, so their quotations would be exempt under the Protecting Private Job Creators Act (Section 2(a), 2(b)(1)).
Is SEC Rule 15c2-11 still applied to fixed-income security quotes under HR 3959?
No. According to H.R. 3959 Section 2(a), Rule 15c2-11 would not apply to quotations of fixed-income securities.
What are other evidence of indebtedness under HR 3959 exempt from?
They are exempt from SEC Rule 15c2-11 quotation requirements. H.R. 3959 includes “any other evidence of indebtedness” in its fixed-income definition (Section 2(a), 2(b)(1)).
Based on H.R. 3959 bill text
HR3959 Legislative Journey
House: Committee Action
Feb 25, 2026
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-523.
House: Vote: 41-11
Dec 17, 2025
Ordered to be Reported (Amended) by the Yeas and Nays: 41 - 11.
House: Committee Action
Dec 16, 2025
Committee Consideration and Mark-up Session Held
House: Committee Action
Jun 12, 2025
Referred to the House Committee on Financial Services.
About the Sponsor
Troy Downing
Republican, Montana's 2nd congressional district · 1 years in Congress
Committees: Small Business, Financial Services
View full profile →
Cosponsors (7)
This bill has 7 cosponsors: 3 Democrats, 4 Republicans, reflecting bipartisan support. Cosponsors represent 7 states: Georgia, Louisiana, Missouri, and 4 more.
Committee Sponsors
Financial Services Committee
7 of 54 committee members cosponsored
26 Republicans across this committee haven't cosponsored yet. Mobilize their constituents
H.R. 3959 Quick Facts
- Committee
- Financial Services
- Chamber
- House
- Policy
- Finance and Financial Sector
- Introduced
- Jun 12, 2025
Placed on House floor schedule, Calendar No. 448.
Feb 25, 2026
Official Sources
Official bill page with full text, cosponsors, actions timeline, and committee report for the Protecting Private Job Creators Act.
SEC press release on the 2020 amendments to Rule 15c2-11, the OTC quotation rule that HR 3959 would exempt fixed-income securities from.
The most recent SEC staff no-action letter to FINRA deferring enforcement of Rule 15c2-11 for fixed-income securities — the temporary relief that HR 3959 would make permanent by statute.
The committee that marked up and reported HR 3959 with a bipartisan 41-11 vote on December 17, 2025.
Sponsor press release from June 2025 with economic impact data: applying Rule 15c2-11 to fixed-income markets could cost 100,000 jobs per year and $100 billion in GDP over a decade.
Press release from December 2025 announcing the 41-11 bipartisan committee vote to advance HR 3959, with endorsements from SIFMA, the U.S. Chamber of Commerce, and the National Association of Manufacturers.
Machine-readable bill status data from the Government Publishing Office, tracking all legislative actions from introduction through committee report.
Who is lobbying on H.R. 3959?
7 organizations lobbying on this bill
INVESTMENT COMPANY INSTITUTE | 3 |
AMERICAN SECURITIES ASSOCIATION | 3 |
SECURITIES INDUSTRY AND FINANCIAL MARKETS ASSOCIATION | 3 |
CHAMBER OF COMMERCE OF THE U.S.A. | 3 |
AMERICANS FOR FINANCIAL REFORM | 2 |
EXPERIMENTAL AIRCRAFT ASSOCIATION INC | 2 |
HSBC TECHNOLOGY AND SERVICES USA INC. | 1 |
Showing 1-7 of 7 organizations
H.R. 3959 Bill Text
“To except quotations of fixed-income securities from certain regulatory requirements, and for other purposes.”
Source: U.S. Government Publishing Office
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