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DilutionScan

Form 25

Form 25 is the SEC form filed to remove a class of securities from listing on a national securities exchange; the delisting takes effect 10 days after it is filed.

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What it is

Form 25 notifies the SEC that a class of securities will be removed from listing and registration on a national securities exchange under Section 12(b) of the Exchange Act. It can be filed:

  • by the exchange (on EDGAR as form type 25-NSE), when it delists a company for failing listing standards or because the security was redeemed, merged away or otherwise retired;
  • by the issuer (form type 25), when the company voluntarily delists, for example to move to another exchange or to stop being listed. Before filing, the company must give the exchange written notice and publicly announce its intent, typically at least 10 days ahead.

Timing

Under Exchange Act Rule 12d2-2, the delisting becomes effective 10 days after the Form 25 is filed. Deregistration of the class under Section 12(b) generally follows 90 days after filing. Deregistration from Section 12(b) does not by itself end SEC reporting; a company that wants to stop filing reports usually also files a Form 15, if it qualifies.

Worked example

Hypothetical: Company X loses a Nasdaq hearings panel appeal over its bid price deficiency. Nasdaq suspends trading on June 2, and the stock begins quoting over the counter. Nasdaq files a Form 25-NSE on July 10. The delisting is effective July 20, and deregistration under Section 12(b) follows around October 8.

Why it matters

A Form 25 is the formal end of an exchange listing. Trading on the exchange has often already been suspended by the time it is filed, so the effective date is usually a paperwork milestone rather than the day trading changes. Form 25 filings also appear after ordinary events, such as a merger or the redemption of a preferred stock or note, so the reason matters.

How to spot it

Search EDGAR for form types 25 and 25-NSE, and read the company's 8-K under Item 3.01. See Form 25 and Form 15.

Guides that use this term

Check any ticker for dilution

DilutionScan reads each covered company's SEC filings and lists its warrants, convertibles, ATM programs, shelves and S-1s on one page, with a dilution rating and cash runway.

Definition from the Signal8 Academy glossary. Educational content only. DilutionScan and Signal8 are not broker-dealers or investment advisers, and nothing here is a recommendation to buy or sell any security.

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