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S3749119th CongressWALLET

Expanding WKSI Eligibility Act

Sponsored By: Senator McCormick, David [R-PA]

Introduced

Summary

Expand access to well-known seasoned issuer (WKSI) status for smaller public companies.

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This bill would lower the non-affiliate market-value threshold to $400 million under the Form S-3 test as in effect on the date of enactment and would remove the separate worldwide market-value requirement. It would also require the Securities and Exchange Commission to publish annually the number of applications that were withdrawn after seeking determinations tied to WKSI eligibility.

  • Issuers: Companies with at least $400 million in non-affiliate equity market value would be able to meet the WKSI definition under Form S-3 instruction I.B.1. without a separate worldwide market-value test.
  • Markets: More firms could qualify as WKSIs, changing which issuers can pursue WKSI-related determinations.
  • SEC transparency: The SEC would publish, within 90 days after each calendar year ends, the total number of withdrawn WKSI-determination applications for that year.

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Bill Overview

Analyzed Economic Effects

1 provisions identified: 1 benefits, 0 costs, 0 mixed.

More companies could qualify as WKSIs

This bill would let a company be a well-known seasoned issuer if non-affiliate holders own $400 million or more of its common equity. Market value would be determined under Form S-3 instruction I.B.1. The bill would remove any separate worldwide market-value test in the current WKSI rule. If enacted, the change would take effect upon enactment and could let more companies use faster WKSI registration rules. The SEC would also have to publish, within 90 days after each calendar year ends, the number of applications seeking a 17 C.F.R. 230.405 determination to qualify as a WKSI that were later withdrawn.

Sponsors & CoSponsors

Sponsor

McCormick, David [R-PA]

PA • R

Cosponsors

  • Sen. Blunt Rochester, Lisa [D-DE]

    DE • D

    Sponsored 1/29/2026

Roll Call Votes

No roll call votes available for this bill.

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