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Expanding WKSI Eligibility 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.
Summary
This bill would lower the market value threshold required for companies to qualify as "well-known seasoned issuers" under federal securities law. Currently, companies must meet various requirements related to market value and other factors; this bill would establish a new threshold requiring only that the aggregate market value of voting and non-voting common equity held by non-affiliates be at least $400 million. Well-known seasoned issuer status allows companies to use streamlined procedures for certain securities offerings. The bill also requires the Securities and Exchange Commission to publish an annual report documenting the number of applications for this status that were withdrawn each year.
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)
- Sen. McCormick, David [R-PA] (R-PA)
1 cosponsor
Actions (2)
- Jan 29, 2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. · senate
- Jan 29, 2026 Introduced in Senate
Similar bills (6)
Bills with similar text or summary — includes reintroductions across Congresses. Ranked by semantic similarity of the bill text (computed locally); a neutral discovery aid, not a claim the bills are duplicates.
Full text
IN THE SENATE OF THE UNITED STATES
January 29, 2026
Mr. McCormick (for himself and Ms. Blunt Rochester) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
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. <all>
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