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H. R. 4130 To amend the Securities Exchange Act of 1934 to exclude qualified institutional buyers and institutional accredited investors when calculating holders of a security for purposes of the mandatory registration threshold under such Act, and for other purposes.
Summary
The bill amends the Securities Exchange Act to exclude qualified institutional buyers and institutional accredited investors from the count of security holders when determining whether a company must register with the Securities and Exchange Commission. Currently, companies must register their securities once they exceed a certain number of individual security holders. The amendment allows companies to count only non-institutional holders when determining if they have reached the mandatory registration threshold. This change is intended to allow small businesses to raise capital from institutional investors without triggering SEC registration requirements.
AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.
Sponsor (1)
1 cosponsor
Actions (7)
- Feb 25, 2026 Placed on the Union Calendar, Calendar No. 450. · house
- Feb 25, 2026 Reported (Amended) by the Committee on Financial Services. H. Rept. 119-525. · house
- Dec 17, 2025 Ordered to be Reported (Amended) by the Yeas and Nays: 28 - 24. · house
- Dec 17, 2025 Committee Consideration and Mark-up Session Held · house
- Dec 16, 2025 Committee Consideration and Mark-up Session Held · house
- Jun 25, 2025 Referred to the House Committee on Financial Services. · house
- Jun 25, 2025 Introduced in House
More bills on these subjects (8)
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Similar bills (6)
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Text versions (2)
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Full text
IN THE HOUSE OF REPRESENTATIVES
June 25, 2025
Mr. Garbarino introduced the following bill; which was referred to the Committee on Financial Services
February 25, 2026
Additional sponsor: Mr. Sessions
February 25, 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 June 25, 2025]
A BILL
To amend the Securities Exchange Act of 1934 to exclude qualified institutional buyers and institutional accredited investors when calculating holders of a security for purposes of the mandatory registration threshold under such Act, and for other purposes.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the “Small Business Relief Act”.
SEC. 2. EXCLUSIONS FROM MANDATORY REGISTRATION THRESHOLD.
Section 12(g)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended—
(1) in subparagraph (A)(i), by inserting after “persons” the following: “(that are not a qualified institutional buyer or an institutional accredited investor)”; and
(2) in subparagraph (B), by inserting after “persons” the following: “(that are not a qualified institutional buyer or an institutional accredited investor)”. Union Calendar No. 450
119th CONGRESS
2d Session
H. R. 4130
[Report No. 119-525]
A BILL
To amend the Securities Exchange Act of 1934 to exclude qualified institutional buyers and institutional accredited investors when calculating holders of a security for purposes of the mandatory registration threshold under such Act, and for other purposes.
February 25, 2026
Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed
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