[Congressional Record Volume 171, Number 200 (Monday, December 1, 2025)]
[House]
[Pages H4952-H4953]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
EXPANDING WKSI ELIGIBILITY ACT
Mr. DAVIDSON. Mr. Speaker, I move to suspend the rules and pass the
bill (H.R. 4430) 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, as amended.
The Clerk read the title of the bill.
The text of the bill is as follows:
H.R. 4430
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(b) Report on Withdrawn Applications Related to Well-known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.
The SPEAKER pro tempore. Pursuant to the rule, the gentleman from
Ohio (Mr. Davidson) and the gentlewoman from California (Ms. Waters)
each will control 20 minutes.
The Chair recognizes the gentleman from Ohio.
General Leave
Mr. DAVIDSON. Mr. Speaker, I ask unanimous consent that all Members
may have 5 legislative days to revise and extend their remarks and
include extraneous material on this bill.
The SPEAKER pro tempore. Is there objection to the request of the
gentleman from Ohio?
There was no objection.
Mr. DAVIDSON. Mr. Speaker, I yield 3 minutes to the gentleman from
Wisconsin (Mr. Steil).
Mr. STEIL. Mr. Speaker, I thank my colleague Mr. Davidson for his
broad work in the capital market space and for leading us here on the
floor today.
I rise to urge my colleagues to support the Expanding WKSI
Eligibility Act. I thank my co-leads, Mr. Fields, as well as Chairman
Hill and Ranking Member Waters, for their support.
We have far too many regulations in the United States, and this bill
is about rightsizing our regulations in support of investments and
jobs.
This commonsense bill will help more well-run companies responsibly
raise money in the public markets. It rightsizes regulatory burdens and
frees up more resources for companies to invest in American jobs and
American innovation.
The well-known seasoned issuer--also known as WKSI--status was first
implemented around 20 years ago. It allows qualified public companies
in good standing to use automatic shelf registration. This reduces the
cost and complexity of a public offering and allows companies to be
more responsive to market conditions.
The WKSI construct has a track record of success in expanding access
to public markets while protecting investors.
According to Joel Trotter, one of the authors of the JOBS Act,
``Decades of successful experience show that the well-known seasoned
issuer category is long overdue for expansion.''
I couldn't agree more, and this bill does exactly that. It lowers the
size threshold for WKSI qualification while maintaining all the
existing good governance requirements.
In other words, more small and midsized American public companies
will be able to benefit from the privileges that already exist for
larger businesses with similar compliance records.
The Expanding WKSI Eligibility Act also includes a helpful reporting
requirement for the Securities and Exchange Commission. This report
will provide Congress and the public with a better understanding of how
many previously ineligible companies are trying to regain their WKSI
status. Doing so will gain the insight needed to make future
legislative adjustments.
{time} 1830
The Expanding WKSI Eligibility Act is a tailored, regulatory
improvement
[[Page H4953]]
that will support small and midsized businesses, job creators, and
investments.
Mr. Speaker, I ask my colleagues to support this legislation.
Ms. WATERS. Mr. Speaker, I yield myself such time as I may consume.
Mr. Speaker, I rise today in support of H.R. 4430, which expands the
number of public companies that can qualify as a well-known seasoned
issuer, or WKSI. This designation is a special status conferred on
companies that frequently raise money by issuing securities from the
public.
Think of WKSI status like having frequent-flyer privileges. It allows
companies that are well known to regulators and the public to raise
money without needing permission. These companies are widely followed
in the markets, so there are a lot of eyes, so to speak, watching what
they are doing. The main requirement for a company to meet WKSI status
is that it has previously issued $700 million or more in securities.
The current bill would lower that threshold to $400 million. By
reducing the current WKSI threshold, the bill allows an additional 400
companies to qualify on top of the 2,000 or so companies that qualify
today.
One final thing this bill does is provide transparency around
companies that have been disqualified from operating as WKSIs. Notably,
a company can lose its WKSI status if it has been convicted of a
securities-related felony or a misdemeanor or has violated the
antifraud provisions of the securities laws. Notable examples include
UBS and Bank of America, which each previously lost their WKSI status
due to fraud violations.
However, even if a company loses their status through such a
violation, it can ask the SEC for a waiver to continue operating as a
WKSI. UBS and Bank of America both sought and received such waivers.
Importantly, though, waivers are rarely formally denied because SEC
staff normally gives a company a heads-up that their waiver is likely
to be denied, so many companies simply withdraw their waiver requests.
The final provision of this bill provides investors on an annual basis
a view into the number of waiver requests that have been withdrawn.
Mr. Speaker, I support this bill and urge all Members to do the same.
Mr. Speaker, I reserve the balance of my time.
Mr. DAVIDSON. Mr. Speaker, I am prepared to close, and I reserve the
balance of my time.
Ms. WATERS. Mr. Speaker, I yield myself the balance of my time.
Mr. Speaker, I support this bill, and I yield back the balance of my
time.
Mr. DAVIDSON. Mr. Speaker, I include in the Record the CBO estimate
for this bill.
Legislation Considered Under Suspension of the Rules
The Majority Leader of the House of Representatives
announces bills that will be considered under suspension of
the rules in that chamber. Under suspension, floor debate is
limited, all floor amendments are prohibited, points of order
against the bill are waived, and final passage requires a
two-thirds majority vote.
At the request of the Majority Leader and the House
Committee on the Budget, CBO estimates the effects of those
bills on direct spending and revenues. CBO has limited time
to review the legislation before consideration. Although it
is possible in most cases to determine whether the
legislation would affect direct spending or revenues, time
may be insufficient to estimate the magnitude of those
effects. If CBO has prepared estimates for similar or
identical legislation, a more detailed assessment of
budgetary effects, including effects on spending subject to
appropriation, may be included.
EFFECTS ON DIRECT SPENDING AND REVENUE OF LEGISLATION CONSIDERED UNDER SUSPENSION OF THE RULES IN THE HOUSE OF
REPRESENTATIVES WEEK OF DECEMBER 1, 2025
----------------------------------------------------------------------------------------------------------------
Additional
Effect on Direct Effect on Information on
BIll Number Title Spending Revenues Direct Spending and
Revenue Effects
----------------------------------------------------------------------------------------------------------------
H.R. 176....................... No Immigration Reduce by Less None............. ....................
Benefits for Than $500K.
Hamas Terrorists
Act of 2025, as
amended.
H.R. 225....................... HUD Transparency None.............. None............. ....................
Act, as amended.
H.R. 1262...................... Mikaela Naylon Increase by at Increase by at Section 3 would
Give Kids a Least $500K. Least $500K. increase revenues
Chance Act, as by an insignificant
amended. amount. Section 10
would reduce direct
spending and
increase revenues
for a net $1.219
bllion reduction in
the deficit Section
11 would
appropriate $1.219
billon to the
Medicare
Improvement Fund.
On net, the bill
would reduce the
deficit by an
insignificant
amount over the
2026-2035 period.
H.R. 2066...................... Investing in All None.............. None............. ....................
of America Act of
2025, as amended.
H.R. 2159...................... Count the Crimes Increase by Less None............. Includes
to Cut Act. as Than S500K. insignificant costs
amended. for Postal Service
Fund, which are
classified as off-
budget direct
spending.
H.R. 3174...................... Made in America None.............. None............. ....................
Manufacturing
Finance Act, as
amended.
H.R. 3716...................... Systemic Risk Increase by Less Reduce by Less ....................
Authority Than $500K. Than 500K.
Transparency Act.
H.R. 4313...................... Hospital InpatIent Change by Less None............. ....................
Services Than $500K.
Modemlzation Act, Direction Unknown.
as amended.
H.R. 4323...................... Trafficking None.............. None............. ....................
Survivors Relief
Act, as amended.
H.R. 4423...................... No New Burma Funds None.............. None............. ....................
Act, as amended.
H.R. 4429...................... Developing and None.............. None............. ....................
Empowering our
Aspiring Leaders
Act of 2025, as
amended.
H.R. 4430...................... Expanding WKSI None.............. None............. ....................
Eligibility Act,
as amended.
H.R. 4431...................... Improving Capital None.............. None............. ....................
Allocation for
Newcomers Act of
2025, as amended.
H.R. 4491...................... SBA IT None.............. None............. ....................
Modernization
Reporting Act.
H.R. 4495...................... SBA Fraud Reduce by at Least Increase by Less ....................
Enforcement $500K. Than $500K.
Extension Act.
H.R. 4549...................... Office of Rural None.............. None............. ....................
Affairs
Enhancement Act.
H.R. 5284...................... Claiming Age None.............. None............. ....................
Clarity Act, as
amended.
H.R. 5345...................... Improving Social None.............. None............. ....................
Security's
Service to
Victims of
Identity Theft
Act, as amended.
H.R. 5346...................... Fair and None.............. Increase by at Would increase
Accountable IRS least $500K. revenues by $117
Reviews Act, as million over 2026-
amended. 2036.
1H.R. 5348... Social Security None.............. None............. ....................
Child Protection
Act of 2025, as
amended.
H.R. 5349...................... Tax Court None.............. Increase by at Would increase
Improvement Act, Least $500K. revenues by $6
as amended. million over 2026-
2036.
S. 616......................... Foundation of the None.............. None............. ....................
Federal Bar
Association
Charter
Amendments Act of
2025.
----------------------------------------------------------------------------------------------------------------
Source: Congressional Budget Office; Joint Committee on Taxation
Mr. DAVIDSON. Mr. Speaker, I urge my colleagues to support this bill,
and I yield back the balance of my time.
The SPEAKER pro tempore. The question is on the motion offered by the
gentleman from Ohio (Mr. Davidson) that the House suspend the rules and
pass the bill, H.R. 4430, as amended.
The question was taken; and (two-thirds being in the affirmative) the
rules were suspended and the bill, as amended, was passed.
A motion to reconsider was laid on the table.
____________________