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Enhancing Multi-Class Share Disclosures Act
To amend the Securities Exchange Act of 1934 to require issuers with a multi-class stock structure to make certain disclosures in any proxy or consent solicitation material, and for other purposes.
Summary
This bill amends the Securities Exchange Act of 1934 to require enhanced disclosure requirements for public companies with multi-class stock structures. A multi-class structure is defined as having two or more classes of securities with different voting rights in director elections. The bill requires the SEC to establish rules requiring these companies to disclose information about share ownership and voting power for directors, director nominees, named executive officers, and major shareholders holding 5 percent or more of voting securities. The required disclosures must be included in proxy materials for annual shareholder meetings or other SEC-determined filings. The disclosures must show the number and percentage of shares owned and the percentage of total voting power held by each specified person.
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. Gallego, Ruben [D-AZ] (D-AZ)
1 cosponsor
- Sen. Rounds, Mike [R-SD] (R-SD)
Actions (2)
- Feb 11, 2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. · senate
- Feb 11, 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
February 11, 2026
Mr. Gallego (for himself and Mr. Rounds) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs
A BILL
To amend the Securities Exchange Act of 1934 to require issuers with a multi-class stock structure to make certain disclosures in any proxy or consent solicitation material, 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 “Enhancing Multi-Class Share Disclosures Act”.
SEC. 2. DISCLOSURE RELATING TO MULTI-CLASS SHARE STRUCTURES.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following:
“(l) Disclosure for Issuers With Multi-Class Share Structures.—
“(1) Definition.—In this subsection, the term ‘multi- class share structure’ means a capitalization structure that contains 2 or more classes of securities that have differing amounts of voting rights in the election of directors.
“(2) Disclosure.—The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (3) in—
“(A) any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer; or
“(B) any other filing, as the Commission determines appropriate.
“(3) Content.—A disclosure made under paragraph (2) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is a beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors of the issuer—
“(A) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by that person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and
“(B) the amount of voting power held by that person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors.”. <all>
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