Expanding WKSI Eligibility Act, the official text

119 HR 4430 : Expanding WKSI Eligibility Act
U.S. House of Representatives
2025-12-02
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Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.
IIB 119th CONGRESS 1st Session H. R. 4430 IN THE SENATE OF THE UNITED STATES December 2, 2025 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs
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. 1. Short title
This Act may be cited as the Expanding WKSI Eligibility Act .
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(b) Report on withdrawn applications related to well-known seasoned issuer status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. Kevin F. McCumber, Clerk.