Form FWP Filings

What Is SEC Form FWP?

SEC Form FWP is an important filing required under Securities Act Rules 163 and 433. It is used by issuers and certain offering participants to file a free writing prospectus with the Securities and Exchange Commission (SEC) in connection with a registered securities offering. These filings often appear alongside other registered offering and IPO filings when companies market securities to investors.

This form is typically filed when an issuer or offering participant uses written offering materials, such as term sheets, investor presentations, or other supplemental communications, outside the formal statutory prospectus during a registered offering. It is event-driven and filed as needed rather than on a fixed periodic schedule, and it must be submitted through EDGAR within the timing requirements of Rule 433. Companies using Form FWP may still have ongoing disclosure obligations through filings such as annual reports filings .

Form FWP ensures transparency by making certain written offering communications publicly available on the SEC’s EDGAR system. While it does not replace the registration statement or statutory prospectus, it provides investors and regulators with access to offering-related materials used in the marketing process.

Key elements typically found in SEC Form FWP include:

• Name of the issuer and the related offering
• Reference to the applicable registration statement file number
• Description of the free writing prospectus or communication filed
• Date of first use or distribution of the communication
• Identification of final terms, if applicable
• Confirmation that the filing is made pursuant to Securities Act Rule 433 or Rule 163

SEC Form FWP Filing Deadlines

SEC Form FWP has timing requirements that depend on when the free writing prospectus is first used and what type of information it contains. These deadlines are crucial to ensure regulatory compliance and provide proper public access to offering communications.

Key Things to Know About Form FWP Filing Rules

• Rule 433 Conditions Apply: Form FWP is generally used only when the communication satisfies the conditions for permissible free writing prospectuses under Securities Act Rule 433.
• Not Every Communication Must Be Filed: Certain free writing prospectuses are not required to be filed, including some road shows and materials that do not contain substantive changes from previously filed content.
• Final Terms Have Separate Timing: If a free writing prospectus contains only final terms of the securities or offering, those terms may be filed within two days under the rule’s specific timing standard.
• Registration Statement Still Controls: Form FWP supplements, but does not replace, the related registration statement and statutory prospectus for the offering.
• Record Retention May Be Required: Issuers and offering participants must retain free writing prospectuses that are used but not filed for 3 years following the initial bona fide offering of the securities.

To monitor offering communications, prospectus activity, and related registration materials, our SEC filing monitoring alerts help you track key SEC filings like Form FWP, registration statements, and prospectus filings, ensuring you stay informed about active securities offerings