HR 4430 United States House · 119th Congress

Expanding WKSI Eligibility Act

Summary

This bill reduces the required aggregate market value of voting and non-voting common equity shares for an issuer of securities to qualify as a well-known seasoned issuer. A well-known seasoned issuer is allowed to make expedited public offerings of securities through automatic shelf registrations.

Bill status passed 3 of 5 stages cleared

Introduction

Jul 2025

Committee Review

Dec 2025

House Passage

Dec 2025

Senate Passage

President

Introduced Jul 16, 2025 Last action Dec 2, 2025

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What changed between versions

Introduced in House → Engrossed in House · 3 edits · Dec 1, 2025

MINOR

The engrossed version of HR 4430 significantly raised the market value threshold for well-known seasoned issuer (WKSI) eligibility from $75 million to $400 million, narrowing the expansion compared to the original introduced bill while still lowering the current $700 million SEC rule. A new reporting requirement was added mandating the SEC to publish annual data on withdrawn WKSI status applications, and a short title was added.

Scope change

The bill's scope narrowed substantially: issuers with $400 million or more in non-affiliate market value qualify under the engrossed version, versus those with only $75 million under the introduced version. The added SEC reporting requirement also expands the bill's reach into agency transparency obligations.

ELIGIBILITY

The aggregate market value threshold for non-affiliate held common equity required to qualify as a well-known seasoned issuer was raised from $75,000,000 to $400,000,000. This still represents an expansion of eligibility relative to the current SEC rule (which uses a $700 million worldwide market value test), but is far less expansive than the originally introduced version.

ENFORCEMENT

A new subsection (b) requires the SEC to publish, within 90 days after each calendar year ends, the total number of applications that were submitted for a WKSI ineligibility determination and subsequently withdrawn. This creates a transparency mechanism to track how often issuers seek and then abandon WKSI status.

TECHNICAL

A short title section was added, designating the act as the 'Expanding WKSI Eligibility Act.' Section numbering was adjusted accordingly (original section 1 became section 2).

Floor votes

How they voted

This bill passed the House by voice vote (no roll call recorded).

Full legislative history

Actions timeline

Total actions

Key actions

Committee

Amendments

Dec 2, 2025

Committee

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

upper

Dec 1, 2025

Introduced

On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H4952)

lower

Dec 1, 2025

Lower · Passed

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)

lower

Dec 1, 2025

Introduced

Mr. Davidson moved to suspend the rules and pass the bill, as amended.

lower

Sep 8, 2025

Lower · Passed

Reported (Amended) by the Committee on Financial Services. H. Rept. 119-247.

lower

Jul 22, 2025

Introduced

Ordered to be Reported (Amended) by the Yeas and Nays: 51 - 2.

lower

Jul 22, 2025

Lower · Passed

Committee Consideration and Mark-up Session Held

lower

Jul 16, 2025

Committee

Referred to the House Committee on Financial Services.

lower

Jul 16, 2025

Introduced

Introduced in House

lower

1 primary · 3 co-sponsors