Form 424B3 Filings

What Is SEC Form 424B3?

SEC Form 424B3 is a filing category used for certain prospectuses submitted under Rule 424(b)(3) of the Securities Act of 1933. It is generally filed after a registration statement becomes effective to update, supplement, or provide prospectus information associated with a registered offering.

Form 424B3 is used in connection with an existing effective registration statement and may appear in offerings, resales, exchange transactions, or other registered securities transactions depending on the circumstances. Once filed, the 424B3 prospectus becomes part of the issuer’s EDGAR filing history and serves as an important source of investor disclosure for the applicable transaction.

Researchers can review Rule 424(b)(3) prospectus filings on EDGAR to see how offering-specific disclosures are presented in an actual Form 424B3 filing.

Key elements typically found in SEC Form 424B3 include:

• Name of the registrant and applicable registration statement file number
• Type of prospectus or prospectus supplement and the Rule 424(b)(3) designation
• Description of the securities being offered, resold, or exchanged
• Updates or changes to offering terms, risk factors, or plan of distribution, as applicable
• Incorporation by reference disclosures tied to the underlying registration statement
• EDGAR filing header information reflecting the submission as Form 424B3

An underlying registration statement such as Form S-1 may establish the registered offering framework, while subsequent Form 424B3 filings provide prospectus disclosure associated with that registration statement.

SEC Form 424B3 Filing Deadlines

SEC Form 424B3 is filed based on offering activity and prospectus use, rather than on a recurring quarterly or annual schedule. Under the applicable Rule 424(b)(3) framework, the timing of filing is generally tied to the first use of the prospectus after the registration statement becomes effective.

Market participants comparing prospectus filings can use the SEC form types directory to review Form 424B3 alongside other Rule 424 submissions and related Securities Act forms.

Key Things to Know About Form 424B3 Filing Rules

• Filed Under Rule 424(b)(3): This form is used specifically for prospectuses filed pursuant to Rule 424(b)(3) under the Securities Act of 1933.
• Used After Effectiveness: Form 424B3 is filed in connection with an effective registration statement and prospectus disclosure used after effectiveness.
• Content Is Transaction-Specific: The disclosure included in a 424B3 filing varies by issuer, security type, and the nature of the offering, resale, or exchange transaction.
• Not a Standalone Registration: A 424B3 filing is made in connection with an existing registration statement and does not independently register securities.
• Electronic EDGAR Submission: Form 424B3 is filed electronically and becomes part of the issuer’s public filing history.

Investors and analysts who want to locate Form 424B3 filings and related registration documents can review How to Search for SEC Filings for additional guidance on navigating and researching SEC filing histories.