SEC Form 424A Definition

What is the SEC 424A form?

SEC Form 424A is a prospectus form that a company must file with the Security and Exchange Commission (SEC) if it has made material changes to a previously filed prospectus submitted as part of its registration statement.

Form 424A proposes significant changes to a company’s original S-1 or S-2 deposits beyond just filling in the blanks left on the S-1. A company must provide five copies of each prospectus form before the effective filing date of the amendment.

Key points to remember:

  • SEC Form 424A is a prospectus form that a company must file if it makes material changes to a previously filed prospectus submitted as part of its registration statement.
  • Form 424A proposes significant changes to a company’s original S-1 or S-2 documents.
  • A company must provide five copies of each prospectus form before the effective date of the amendments.

Understanding the SEC 424A form

A prospectus is a printed legal document that companies publish before selling a Security. The form provides financial information about the company and the securities it offers for sale, including details about investment objectives, risks and fees.

Prospectuses are important disclosure documents that provide potential buyers and investors with important information about a company’s financial security. Their content generally includes details of the company’s activities, the biographies of its directors and officers, their remuneration, financial state, any pending litigation involving the company and any other relevant material information, including a list of significant company real estate. Prospectuses may also contain information about a company’s shares, obligationsmutual funds and other investment securities.

The first deposits are made with the S-1 forms and S-2and the 424A Prospectus is used to amend these initial filings. According to the SEC:

(a) Except as provided in paragraph (f) of this Section, five copies of each form of prospectus sent or delivered to any person prior to the effective date of the registration statement that differs from the prospectus forms included in the registration statement as filed pursuant to § 230.402(a) of this chapter must be filed as part of the registration statement on or before the date such prospectus form is sent or delivered for the first time to any person: provided, however, that only a form of a prospectus which contains material amendments or additions to a prospectus previously filed with the Commission as part of a registration statement need be filed in accordance with this paragraph (a).


The aforementioned paragraph f specifies that these rules do not apply to the prospectuses of an investment company registered in the Investment Companies Act 1940other than a registered company firm investment company. Documents similar to SEC Form 424A include Form SEC 424B1, which covers new information not included in previous filings, and Form SEC 424B3, which is used to disclose material facts or events that have occurred after the previous filing without altering the prospectus in its original form.

Special Considerations

In the United States, any company wishing to offer securities for sale must file a prospectus with the SEC. The SEC must then declare this registration statement effective so that the securities issuer can use it to finalize sales of its offerings.

A subscriber will generally help prepare prospectuses and may serve as an issue manager, distributing the prospectus to interested shareholders and investors. Since 1996, the SEC has required prospectuses to be filed in SGML-encoded format for ease of downloading from the Collection, analysis and retrieval of electronic data (EDGAR), where they are made publicly available online.

The EDGAR database, and similar databases used in other countries, enable the wide distribution of prospectuses and other SEC filings.