Form 25 Filings

What Is SEC Form 25?

SEC Form 25 is an important filing required under Rule 12d2-2 of the Securities Exchange Act of 1934. It is used by companies to officially notify the Securities and Exchange Commission (SEC) that their securities will be removed from listing and registration on a national securities exchange, such as the NYSE or Nasdaq.

This form is typically filed when a company is delisted due to a merger, acquisition, going-private transaction, bankruptcy, or failure to meet exchange listing standards. Once Form 25 is submitted, it initiates the regulatory process that ends public trading on an exchange and reduces ongoing reporting obligations.

Form 25 ensures transparency by formally notifying investors and regulators that a company’s securities will no longer trade on a major exchange. While it removes exchange listing, it does not immediately eliminate all SEC reporting requirements. Some obligations may continue until full deregistration is completed.

Key elements typically found in SEC Form 25 include:

• Name of the issuer and trading symbol
• Name of the national securities exchange involved
• Reason for delisting or registration withdrawal
• Date the exchange was notified of the delisting
• Effective date of delisting from the exchange
• Confirmation of compliance with SEC Rule 12d2-2

SEC Form 25 Filing Deadlines

SEC Form 25 has specific timing requirements that companies must follow once a delisting decision has been approved by the exchange. These deadlines are crucial to ensure regulatory compliance and provide proper notice to investors.

Key Things to Know About Form 25 Filing Rules

• Delisting Approval Required:
  A company cannot file Form 25 without first completing the exchange’s formal delisting procedures and receiving approval.
• Form 25 Is Not Full Deregistration:
  While Form 25 removes securities from an exchange, companies often need to file Form 15 later to suspend SEC reporting obligations fully.
• Investor Disclosure Still Matters:
  Companies typically file a Form 8-K or issue a press release to inform investors about the delisting decision.
• Reporting Obligations May Continue:
  Until deregistration is complete, companies may still be required to file reports such as Forms 10-K and 10-Q.
• Used in Multiple Scenarios:
  Form 25 applies to voluntary delisting, mergers, bankruptcies, regulatory removals, and going-private transactions.

To monitor delisting, mergers, and registration changes, our platform helps you track key SEC filings like Form 25, Form 8-K, and Form 15, ensuring you stay informed about major corporate transitions.