H.R. 2625House118th Congress (2023-2025)In Committee

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.

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Updated January 20, 2026 at 6:14 AM UTC

The bill changes the definition of a "well‑known seasoned issuer" under federal securities laws by lowering the market‑value threshold. It sets the required aggregate market value of voting and non‑voting common equity held by non‑affiliates at $75 million. Companies that meet this lower threshold and other existing criteria would qualify as well‑known seasoned issuers, easing their filing requirements. The change mainly affects public companies that issue securities.

Key Provisions

Sets the aggregate market value threshold for voting and non‑voting common equity held by non‑affiliates at $75 million to qualify as a well‑known seasoned issuer.
Eliminates the need to meet any worldwide market‑value requirement in the existing definition, while keeping other existing criteria for well‑known seasoned issuers.

Legislative Activity

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1 earlier action

HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

Bill Text

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Introduced in HouseIssued April 13, 2023

118th CONGRESS

1st Session

H. R. 2625

IN THE HOUSE OF REPRESENTATIVES

April 13, 2023

Mr. Steil introduced the following bill; which was referred to the Committee on Financial Services

A BILL

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.

Definition of well-known seasoned issuer

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 $75,000,000 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.