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Federal Regulations, or any successor thereto) for any pe-
riod prior to the earliest audited period of the emerging 
growth company presented in connection with any applica-
tion under this subsection’’. 
SEC. 305. MIDDLE MARKET IPO COST. 
(a) STUDY.—The Comptroller General of the United 
States, in consultation with the Securities and Exchange 
Commission and the Financial Industry Regulatory Au-
thority, shall carry out a study of the costs associated with 
small- and medium-sized companies to undertake initial 
public offerings (‘‘IPOs’’). In carrying out such study, the 
Comptroller General shall— 
(1) consider the direct and indirect costs of an 
IPO, including— 
(A) fees of accountants, underwriters, and 
any other outside advisors with respect to the 
IPO; 
(B) compliance with Federal and State se-
curities laws at the time of the IPO; and 
(C) such other IPO-related costs as the 
Comptroller General may consider; 
(2) compare and analyze the costs of an IPO 
with the costs of obtaining alternative sources of fi-
nancing and of liquidity; 
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(3) consider the impact of such costs on capital 
formation; 
(4) analyze the impact of these costs on the 
availability of public securities of small- and me-
dium-sized companies to retail investors; and 
(5) analyze trends in IPOs over a time period 
the Comptroller General determines is appropriate to 
analyze IPO pricing practices, considering— 
(A) the number of IPOs; 
(B) how costs for IPOs have evolved over 
time for underwriters, investment advisory 
firms, and other professions for services in con-
nection with an IPO; 
(C) the number of brokers and dealers ac-
tive in underwriting IPOs; 
(D) the different types of services that un-
derwriters and related persons provide before 
and after a small- or medium-sized company 
IPO and the factors impacting IPOs costs; 
(E) changes in the costs and availability of 
investment research for small- and medium- 
sized companies; and 
(F) the impacts of litigation and its costs 
on being a public company. 
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(b) REPORT.—Not later than the end of the 360-day 
period beginning on the date of the enactment of this Act, 
the Comptroller General of the United States shall issue 
a report to the Congress containing all findings and deter-
minations made in carrying out the study required under 
subsection (a) and any administrative or legislative rec-
ommendations the Comptroller General may have. 
SEC. 306. EXPANDING WKSI ELIGIBILITY. 
(a) IN GENERAL.—For purposes of the Federal secu-
rities 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 deter-
mined 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 require-
ments 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 min-
imum worldwide market value of outstanding voting 
and non-voting common equity held by non-affiliates. 
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(b) REPORT
ON WITHDRAWN APPLICATIONS RE-
LATED 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 appli-
cant 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. 
SEC. 307. ENHANCING MULTI-CLASS SHARE DISCLOSURES. 
Section 14 of the Securities Exchange Act of 1934 
(15 U.S.C. 78n) is amended by adding at the end the fol-
lowing: 
‘‘(l) DISCLOSURE RELATING TO MULTI-CLASS SHARE 
STRUCTURES.— 
‘‘(1) DISCLOSURE.—The Commission shall, by 
rule, require each issuer with a multi-class share 
structure to disclose the information described in 
paragraph (2) in any proxy or consent solicitation 
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material for an annual meeting of the shareholders 
of the issuer, or any other filing as the Commission 
determines appropriate. 
‘‘(2) CONTENT OF DISCLOSURE.—A disclosure 
made under paragraph (1) shall include, with re-
spect to each person who is a director, director 
nominee, or named executive officer of the issuer, or 
who is the beneficial owner of securities with 5 per-
cent or more of the total combined voting power of 
all classes of securities entitled to vote in the elec-
tion of directors— 
‘‘(A) the number of shares of all classes of 
securities entitled to vote in the election of di-
rectors beneficially owned by such person, ex-
pressed as a percentage of the total number of 
the outstanding securities of the issuer entitled 
to vote in the election of directors; and 
‘‘(B) the amount of voting power held by 
such person, expressed as a percentage of the 
total combined voting power of all classes of the 
securities of the issuer entitled to vote in the 
election of directors. 
‘‘(3) MULTI-CLASS SHARE STRUCTURE.—In this 
subsection, the term ‘multi-class share structure’ 
means a capitalization structure that contains 2 or 
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more types of securities that have differing amounts 
of voting rights in the election of directors.’’. 
Passed the House of Representatives December 11, 
2025. 
Attest: 
KEVIN F. MCCUMBER, 
Clerk. 
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