Form 25 Filings

What Is SEC Form 25?

SEC Form 25 is an Exchange Act filing used to remove a class of securities from listing on a national securities exchange and/or withdraw its registration under Section 12(b) of the Securities Exchange Act of 1934. Depending on the circumstances, the national securities exchange or the issuer seeking voluntary delisting may file Form 25.

Form 25 may appear when securities are being delisted because of a merger, acquisition, going-private transaction, bankruptcy, failure to satisfy exchange listing standards, or an issuer’s voluntary decision to leave an exchange. For a voluntary withdrawal, the issuer must comply with applicable exchange and state-law requirements before filing Form 25.

Form 25 formally begins the process of removing the securities from exchange listing and withdrawing their Section 12(b) registration. Delisting becomes effective 10 days after Form 25 is filed, while withdrawal of Section 12(b) registration generally becomes effective 90 days after filing, unless the SEC determines a shorter period or delays effectiveness.

Key elements typically found in SEC Form 25 include:

●       Name of the issuer and class of securities

●       Name of the national securities exchange

●       Identification of whether the filing is made by the exchange or issuer

●       Applicable Rule 12d2-2 provision

●       Exchange delisting determination, where applicable

●       Certification concerning compliance with applicable delisting requirements

●       Filing and authorization information

SEC Form 25 Filing Deadlines

Form 25 has specific timing rules that depend in part on whether the delisting is initiated by the issuer or the exchange. In a voluntary issuer delisting, the issuer must generally provide written notice to the exchange at least 10 days before filing Form 25 and must comply with applicable public-notice requirements.

The SEC specifically distinguishes the 10-day delisting date from the later 90-day withdrawal of Section 12(b) registration.

Key Things to Know About Form 25 Filing Rules

Form 25 Can Be Filed by an Exchange or an Issuer: It is not limited to company-initiated delistings. National securities exchanges use Form 25 when removing securities under their exchange rules, while issuers may use it for voluntary withdrawals that satisfy Rule 12d2-2 requirements.

Delisting and Deregistration Occur at Different Times: Exchange listing generally ends 10 days after filing, while withdrawal of Section 12(b) registration generally occurs 90 days after filing. The security is considered no longer listed once the 10-day delisting becomes effective.

Form 25 Does Not Necessarily End All SEC Reporting: The issuer’s Section 13(a) reporting obligation arising solely from Section 12(b) registration is generally suspended when the delisting becomes effective. However, separate reporting obligations under Section 12(g) or Section 15(d) may continue, so additional action such as Form 15 may be necessary depending on the issuer’s circumstances.

Periodic Reports May Still Be Required: If another reporting basis remains in effect, the issuer may continue to have obligations to file Form 10-K and Form 10-Q even after its securities leave a national securities exchange.

Investor Disclosure May Accompany the Delisting: Depending on the circumstances, companies may disclose a delisting decision or related corporate transaction through Form 8-K, press releases, or other applicable disclosures. Form 25 itself should not be treated as a substitute for every other disclosure obligation that may apply.

Researchers can review Stock Exchange Applications to place Form 25 activity within the broader lifecycle of exchange listings, registration changes, and securities moving on or off national securities exchanges.

The links are now distributed naturally: Rule 12d2-2 of the Securities Exchange Act of 1934 provides the regulatory framework; Forms 10-K and Forms 10-Q explain continuing periodic-reporting context; Form 8-K covers related event disclosure; and Stock Exchange Applications provide broader exchange-listing context.

I also corrected three important points in the draft: Form 25 can be filed by either an exchange or an issuer; the 10-day advance exchange notice applies specifically to an issuer’s voluntary delisting process; and the 90-day event is withdrawal of Section 12(b) registration—not a “suspension unless withdrawn.”