Well-Known Seasoned Issuer (WKSI)
A Well-Known Seasoned Issuer, or WKSI, is an issuer meeting Rule 405’s eligibility, reporting-history, size or registered-debt criteria and other conditions for enhanced Securities Act offering flexibility.
How it works
Rule 405 generally requires the issuer to satisfy the registrant requirements of Form S-3, Form F-3 or specified Form N-2 provisions and either meet a $700 million worldwide non-affiliate common-equity market-value test or satisfy the rule’s $1 billion registered non-convertible-securities issuance test, subject to the exact conditions. The issuer also cannot be an ineligible issuer and must satisfy other exclusions in the definition. WKSI status supports Automatic Shelf Registration Statements and broader communication flexibility.
WKSI status is defined in Rule 405
The designation is a regulatory category rather than a marketing label for a large public company.
The equity route uses a $700 million market-value test
The calculation focuses on voting and non-voting common equity held by non-affiliates as of a permitted measurement date.
A registered-debt route can also qualify
Specified issuers can qualify through at least $1 billion of registered non-convertible securities issued for cash during the preceding three years, subject to the rule’s limits.
Ineligible issuers are excluded
Specified reporting, bankruptcy, shell-company, penny-stock and other disqualifying circumstances can prevent WKSI status.
Worked example: debt-qualified issuer
An issuer has only $450 million of non-affiliate common equity but issued $1.8 billion of qualifying registered non-convertible debt during the relevant three-year period. It may qualify through the debt route for eligible securities.
Why the status matters
WKSI status can permit automatic effectiveness, pay-as-you-go fees and a more flexible shelf-registration architecture.
Common mistakes
Calling every large-cap company a WKSI; using market capitalization instead of the rule’s non-affiliate equity test; ignoring ineligible-issuer status; and assuming WKSI status never needs to be redetermined.
Example
A large reporting company has $12 billion of non-affiliate public equity, meets Form S-3 registrant requirements and is not an ineligible issuer. It can qualify as a WKSI and use automatic shelf registration for eligible offerings.
Example
A large reporting company has $12 billion of non-affiliate public equity, meets Form S-3 registrant requirements and is not an ineligible issuer. It can qualify as a WKSI and use automatic shelf registration for eligible offerings.
Professional note
The $700 million and $1 billion tests are alternative pathways within a longer definition, not stand-alone safe harbors. Determination dates, issuer status and security type still matter.
Related terms
- Registration Statement
A registration statement is a filing with the SEC that provides required disclosures when a security or securities offering is registered under federal securities laws.
- Shelf Registration Statement
A Shelf Registration Statement is a Securities Act registration statement structured to permit securities to be offered on a delayed or continuous basis when the transaction satisfies Rule 415 and the applicable form requirements.
- Rule 430B
Rule 430B is an SEC rule allowing specified information to be omitted from certain shelf-registration prospectuses at effectiveness and later supplied through prospectus supplements or incorporated filings.
Related ROIStreet guides
- What Is the Rule of 55?
The Rule of 55 is an informal name for a federal exception to the 10% additional tax on certain early retirement-plan distributions. It can apply when a worker separates from the employer maintaining a qualified plan in or after the calendar year the worker reaches age 55. This guide explains the age test, eligible plans, IRA differences, taxes, rollovers and special public-safety rules.
- Stocks vs. Bonds: A Practical Comparison
Stocks represent ownership in companies; bonds generally represent lending to an issuer. This comparison explains how the two differ in return sources, volatility, income, maturity, priority, credit risk and liquidity.
- What Is a 401(k) Recordkeeper?
A 401(k) recordkeeper maintains the participant-level ledger: contributions, investments, gains and losses, fees, loans, distributions and account balances. The recordkeeping role is distinct from holding plan assets, writing the plan document or serving as the legal plan administrator, even when one financial company bundles several of those services.
- What Compensation Counts for a 401(k)?
There is no single universal 401(k) compensation number. A plan can use different definitions for deferrals, matching, profit sharing and testing, while statutory definitions govern limits such as Sections 401(a)(17), 414(s) and 415.