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Expanding WKSI Eligibility Act
Summary
The Expanding WKSI Eligibility Act lowers the threshold for companies to qualify as well-known seasoned issuers (WKSIs), a classification that affects how companies can raise capital through securities offerings. Under the bill, a company qualifies as a WKSI if it has at least $400,000,000 in aggregate market value of voting and non-voting common equity held by non-affiliated parties. The bill also requires the Securities and Exchange Commission to publish annual reports documenting how many companies withdrew applications for WKSI status during each calendar year. By lowering the eligibility threshold, the bill allows smaller companies to access streamlined procedures for issuing securities and raising capital.
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)
- Rep. Steil, Bryan [R-WI-1] (R-WI)
3 cosponsors
- Rep. Fields, Cleo [D-LA-6] (D-LA)
- Rep. Himes, James A. [D-CT-4] (D-CT)
- Rep. Meuser, Daniel [R-PA-9] (R-PA)
Actions (13)
- Dec 2, 2025 Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. · senate
- Dec 1, 2025 Motion to reconsider laid on the table Agreed to without objection. · house
- Dec 1, 2025 On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H4952) · house
- Dec 1, 2025 Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H4952)
- Dec 1, 2025 DEBATE - The House proceeded with forty minutes of debate on H.R. 4430. · house
- Dec 1, 2025 Considered under suspension of the rules. (consideration: CR H4952-4953) · house
- Dec 1, 2025 Mr. Davidson moved to suspend the rules and pass the bill, as amended. · house
- Sep 8, 2025 Placed on the Union Calendar, Calendar No. 204. · house
- Sep 8, 2025 Reported (Amended) by the Committee on Financial Services. H. Rept. 119-247. · house
- Jul 22, 2025 Ordered to be Reported (Amended) by the Yeas and Nays: 51 - 2. · house
- Jul 22, 2025 Committee Consideration and Mark-up Session Held · house
- Jul 16, 2025 Referred to the House Committee on Financial Services. · house
- Jul 16, 2025 Introduced in House
More bills on these subjects (8)
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Similar bills (6)
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Text versions (4)
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Full text
AN ACT
To lower the aggregate market value of voting and non-voting common equity necessary for an issuer to qualify as a well-known seasoned issuer.
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 “Expanding WKSI Eligibility Act”.
SEC. 2. DEFINITION OF WELL-KNOWN SEASONED ISSUER.
(a) In General.—For purposes of the Federal securities laws, and regulations issued thereunder, an issuer shall be a “well-known seasoned issuer” if—
(1) the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer is $400,000,000 or more (as determined under Form S-3 general instruction I.B.1. as in effect on the date of enactment of this Act); and
(2) the issuer otherwise satisfies the requirements of the definition of “well-known seasoned issuer” contained in section 230.405 of title 17, Code of Federal Regulations (as in effect on the date of enactment of this Act) without reference to any requirement in such definition relating to minimum worldwide market value of outstanding voting and non-voting common equity held by non-affiliates.
(b) Report on Withdrawn Applications Related to Well-known Seasoned Issuer Status.—The Securities and Exchange Commission shall, not later than 90 days after the end of each calendar year, publish the total number of applications submitted during such calendar year where the applicant—
(1) submitted the application under section 230.405 of title 17, Code of Federal Regulations, for a determination by the Commission that the applicant not be considered an ineligible issuer under such section;
(2) requested such determination in order to meet the definition of a well-known seasoned issuer under such section; and
(3) withdrew the application.
Passed the House of Representatives December 1, 2025.
Attest:
Clerk. 119th CONGRESS
1st Session
H. R. 4430
AN ACT
To lower the aggregate market value of voting and non-voting common equity necessary for an issuer to qualify as a well-known seasoned issuer.
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