H.R. 4430: Expanding WKSI Eligibility Act
Sponsor
Bryan Steil
Republican · WI-1
Bill Progress
Latest Action · Dec 2, 2025
Passed the House, received in Senate
Why it matters
Making it easier to qualify as a seasoned issuer could speed up public fundraising for more companies.
The Expanding WKSI Eligibility Act (H.R. 4430) drops the market value threshold for companies to achieve 'well-known seasoned issuer' (WKSI) status. WKSI status lets eligible companies access public investors more quickly and with fewer regulatory hoops. Supporters say it will help mid-sized firms grow and innovate by giving them more flexibility to raise capital.
Under current rules, only the largest companies—those with $700 million or more in public equity—qualify as WKSIs. This bill lowers the threshold to $400 million, meaning hundreds of additional companies could now qualify. The Securities and Exchange Commission (SEC) would also be required to report annually on how many applications for WKSI status were withdrawn, offering more transparency.
The move aims to modernize outdated requirements that may have limited access to America's capital markets, especially for mid-sized companies. Advocates argue it could level the playing field and fuel broader economic growth, but critics may worry about lowering investor protections if more companies get a streamlined process. The bill enjoys some bipartisan support, as seen from its rapid progress out of committee and multiple cosponsors.
What does H.R. 4430 do?
Lowers Market Value Requirement
Drops the required public equity value for WKSI status from $700 million to $400 million.
Applies to Voting and Non-Voting Shares
The new threshold counts both voting and non-voting common stock held by the public.
Maintains Other WKSI Requirements
Companies must still meet all non-market-value WKSI tests, such as timely filings and SEC compliance.
SEC Required to Report Withdrawals
The SEC must publish each year how many WKSI applications were withdrawn—shedding light on the approval process.
No Change to Non-Affiliate Rule
Only shares held by outside investors (not company insiders or affiliates) count toward the $400 million limit.
Who benefits from H.R. 4430?
Mid-sized publicly traded companies
Newly eligible for fast-tracked public fundraising under WKSI rules.
Investors
Gain more opportunities to invest in growing mid-sized companies.
Corporate finance teams
Face less red tape when raising money, saving time and costs.
Who is affected by H.R. 4430?
Smaller public companies
Gain access to streamlined rules only if they can reach the $400 million market value.
The SEC
Tasked with more reviews and new reporting duties.
Affiliates and insiders
Their shares still do not count toward the eligibility threshold, maintaining insider safeguards.
H.R. 4430 Common Questions
How much market value would a company need for WKSI status under HR 4430?
Under the Expanding WKSI Eligibility Act (SEC. 2), a company would need at least $400,000,000 in aggregate market value of voting and non-voting common equity held by non-affiliates.
Can a company with $400 million in public float qualify as a well-known seasoned issuer?
Yes. Under the Expanding WKSI Eligibility Act (SEC. 2), issuers can qualify as WKSIs at $400 million or more in voting and non-voting common equity held by non-affiliates, if they meet the other WKSI rules too.
Does HR 4430 count non-voting shares toward WKSI eligibility?
Yes. According to H.R. 4430 SEC. 2, both voting and non-voting common equity count toward the $400 million WKSI threshold.
Do insider-owned shares count toward the new $400 million WKSI threshold?
No. Under the Expanding WKSI Eligibility Act (SEC. 2), only common equity held by non-affiliates counts toward the $400,000,000 threshold.
Can mid-sized public companies qualify for WKSI status under the Expanding WKSI Eligibility Act?
Potentially yes. Under the Expanding WKSI Eligibility Act (SEC. 2), the threshold drops to $400 million in non-affiliate voting and non-voting common equity, which could bring more mid-sized issuers into WKSI eligibility.
Does HR 4430 change any WKSI rules besides the market value test?
No major non-market-value rules are removed. Under the Expanding WKSI Eligibility Act (SEC. 2), issuers still must satisfy the WKSI requirements in 17 C.F.R. § 230.405 as in effect on enactment.
Does the SEC have to report withdrawn WKSI-related applications every year under HR 4430?
Yes. Under the Expanding WKSI Eligibility Act (SEC. 2(b)), the SEC must publish the total number of certain withdrawn WKSI-related applications each year.
Which SEC rule would be used to calculate market value for WKSI status under HR 4430?
According to H.R. 4430 SEC. 2, market value must be determined under Form S-3 General Instruction I.B.1. as in effect on the date of enactment.
How soon would the SEC have to publish withdrawn WKSI application numbers each year?
According to H.R. 4430 SEC. 2(b), the SEC must publish the total within 90 days after the end of each calendar year.
What withdrawn applications must the SEC count under the Expanding WKSI Eligibility Act?
Under the Expanding WKSI Eligibility Act (SEC. 2(b)), the SEC must count withdrawn applications under 17 C.F.R. § 230.405 seeking a determination that the applicant is not an ineligible issuer so it can meet the WKSI definition.
Based on H.R. 4430 bill text
HR4430 Legislative Journey
Committee Action
Dec 2, 2025
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
House: Vote Held
Dec 1, 2025
On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H4952)
House: Committee Action
Sep 8, 2025
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-247.
House: Vote: 51-2
Jul 22, 2025
Ordered to be Reported (Amended) by the Yeas and Nays: 51 - 2.
House: Committee Action
Jul 16, 2025
Referred to the House Committee on Financial Services.
About the Sponsor
Bryan Steil
Republican, Wisconsin's 1st congressional district · 7 years in Congress
Committees: Joint Committee on Printing, Joint Committee of Congress on the Library, House Administration
View full profile →
Cosponsors (3)
This bill has 3 cosponsors: 2 Democrats, 1 Republican, reflecting bipartisan support. Cosponsors represent 3 states: Connecticut, Louisiana, Pennsylvania.
Committee Sponsors
Banking, Housing, and Urban Affairs Committee
0 of 24 committee members cosponsored
No committee members have cosponsored this bill
Financial Services Committee
3 of 54 committee members cosponsored
42 Republicans across these committees haven't cosponsored yet. Mobilize their constituents
H.R. 4430 Quick Facts
- Committee
- Banking, Housing, and Urban Affairs
- Chamber
- House
- Policy
- Finance and Financial Sector
- Introduced
- Jul 16, 2025
Passed the House, received in Senate
Dec 2, 2025
Constituent Resources
Official Sources
Official bill tracker with full text, cosponsors, actions, and committee referral status for the Expanding WKSI Eligibility Act. Passed the House by voice vote on Dec. 1, 2025 and referred to the Senate Banking Committee on Dec. 2, 2025.
Committee report accompanying HR 4430, reported favorably (as amended) on Sept. 8, 2025, after the Committee ordered reporting by a 51-2 vote on July 22, 2025.
The federal regulation defining 'well-known seasoned issuer' under SEC Rule 405, including the current $700 million public float threshold that HR 4430 would lower to $400 million.
Plain-English legal explainer of WKSI status, its three qualification requirements under SEC Rule 405, and benefits including automatic shelf registration and reduced gun-jumping regulations.
Official SEC Form S-3 with General Instruction I.B.1. — the form used to calculate market value for WKSI eligibility. HR 4430 references this form's instructions to determine the $400 million threshold.
Committee press release confirming House passage of HR 4430, which 'expands the availability of WKSI status by updating the WKSI definition to apply to all companies with a public float of $400 million, rather than the current $700 million.'
SEC Division of Corporation Finance guidance on WKSI waiver applications — the process HR 4430 Section 2(b) requires the SEC to report on annually, tracking how many applications are withdrawn.
Full PDF of the House Financial Services Committee report on HR 4430, including legislative history, committee vote breakdown (51-2), and section-by-section analysis of the Expanding WKSI Eligibility Act.
H.R. 4430 Bill Text
“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.”
Source: U.S. Government Publishing Office
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