A well-known seasoned issuer, or WKSI, is an issuer meeting the Securities Act Rule 405 definition and applicable form requirements. The established public-float route generally requires at least $700 million of qualifying worldwide common equity held by non-affiliates. Another route considers at least $1 billion of qualifying non-convertible securities, other than common equity, issued in registered primary cash offerings during the preceding three years, with restrictions on the securities that may be registered through that route. [1]
Rules that determine the answer
Status is determined at specified events, not simply whenever a company’s stock price rises. SEC staff interpretations explain that an issuer unable to qualify at its most recent annual report cannot automatically choose a new determination date merely because it wants to make a Rule 163 pre-filing offer. The relevant shelf filing or annual update, reporting history, form eligibility, affiliate analysis, and measurement date all need documentation. [2]
Benefits can include automatic shelf registration and greater offering-communication flexibility, subject to the governing rules; disclosure and liability obligations continue. [1] In May 2026, the SEC proposed substantial registered-offering reforms that would broaden access to benefits now associated with WKSIs. The proposal also addresses state registration preemption. Proposed amendments are not effective law merely because announced, and legislation proposing a $400 million threshold should not be substituted for the operative definition without verifying enactment and effectiveness. [3]
What to do next
- Identify the applicable determination date and the eligible registration form before calculating the financial threshold.
- Calculate non-affiliate public float or qualifying registered debt issuance using the actual rule, including the measurement period and excluded offerings.
- Check the ineligible-issuer definition and other exclusions. Reporting failures, specified violations or orders, bankruptcy-related conditions, and issuer type can require further analysis.
- Match the proposed registration and communications to the particular benefits available, rather than treating WKSI status as an exemption from all securities regulation.
Practical example
A company has a total market capitalization above $700 million, but insiders hold a substantial portion of its shares. Total capitalization alone does not establish the non-affiliate float test. A different company with substantial registered non-convertible debt must still examine the debt-route conditions and cannot assume unrestricted eligibility for every equity offering.
For related situations, see SEC broker-dealer registration requirements and federal supremacy and preemption.
Primary sources
- 17 CFR 230.405: WKSI and ineligible-issuer definitions
- SEC Corporation Finance interpretations: WKSI determination dates and offering rules
- SEC May 2026 proposed Registered Offering Reform: current framework and proposed changes
Sources checked: October 31, 2026.