Form 425 Filings

What Is SEC Form 425?

SEC Form 425 is a filing used to submit written communications and other prospectus-related materials issued in connection with business combination transactions, such as mergers, consolidations, exchange offers, or tender offers. It is filed when these communications are first used, so they become publicly available on EDGAR alongside related registration statements, proxy, or tender offer materials. Form 425 is commonly used when an issuer or other transaction participant distributes written communications that may constitute a prospectus or solicitation material during a business combination process.

Form 425 helps ensure that investors and regulators have access to the same transaction-related materials being used to describe the deal while definitive disclosure documents are still being prepared or reviewed, consistent with the SEC’s Securities Act Rules compliance guidance.

Key elements typically found in SEC Form 425 include:

• Name of the filing entity and transaction parties
• Identification of the business combination transaction
• Text of the written communication (press release, investor presentation, transcript, or other materials)
• References to related registration statement, proxy statement, or tender offer filings (if applicable)
• Forward-looking statement and cautionary language (if included)
• Legends directing investors to read relevant filed materials when available

SEC Form 425 Filing Deadlines

SEC Form 425 does not follow a fixed periodic deadline. It is generally filed based on the first use of written communications in connection with a business combination transaction, and timing depends on when the communication is released or distributed.

Key Things to Know About Form 425 Filing Rules

• Event-Driven Filing Requirement:
  Form 425 is filed when a covered written communication is first used in connection with a business combination transaction, rather than on a recurring schedule.
• Applies to Transaction Communications:
  It is commonly used for press releases, investor presentations, transcripts, and other written materials that relate to mergers, exchange offers, and similar business combination events.
• Does Not Replace Definitive Disclosure:
  Form 425 filings supplement the disclosure record, but they do not replace the final proxy statement, prospectus, or other definitive transaction documents.
• May Satisfy Other Communication Filing Obligations:
  Depending on the nature of the transaction communication, Form 425 filings may be used in coordination with proxy or tender offer communication requirements.
• Multiple Filings May Occur:
  Transactions often involve several Form 425 submissions over time as new written communications are issued, updated, or distributed.

To track merger and acquisition communications under Rule 425 of the Securities Act of 1933, our platform provides tools to search and monitor EDGAR submission activity, including programmatic access through the SEC EDGAR API. For a step-by-step walkthrough, see the process of accessing SEC filings via EDGAR