The Form 424B4 dataset contains every Form 424B4 filing published on EDGAR from 1994 to the present—more than 13,000 records totaling approximately 2.6 GB. Each record is the complete final prospectus for one registered public offering: the definitive pricing document that discloses confirmed offering economics, issuer background, financial statements, risk factors, underwriting terms, and related-party matters.
Form 424B4 is filed under Rule 424(b)(4) of the Securities Act of 1933 when an issuer prices a registered underwritten offering after the SEC has declared the registration statement effective and the final terms were not fixed at effectiveness. The 424B4 appears on EDGAR one to two business days after pricing—covering IPOs, follow-on equity offerings, and secondary offerings by selling stockholders. The dataset is survivorship-bias free and includes filings from issuers that have since been acquired, delisted, or ceased reporting.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
Download the entire dataset as a single archive file.
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Download a single container file (e.g. monthly archive) from the dataset.
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The dataset packages every 424B4 filing from EDGAR in its original form, in TXT and HTML formats. The dataset is updated daily.
One dataset record equals one 424B4 filing—the complete text of the final prospectus for one offering by one issuer on one filing date. The record is not a structured parse or extracted section; it is the full filing document as submitted to EDGAR. For IPOs registered under Form S-1, the record is a comprehensive standalone prospectus—typically 150 to 400 pages—containing full financial statements, a detailed business description, and complete risk factor disclosure. For follow-on offerings taken off a Form S-3 shelf, the record is a shorter prospectus supplement—typically 20 to 60 pages—that confirms the deal-specific economics and incorporates issuer background information by reference.
Each 424B4 filing contains the following principal content blocks, encountered in roughly this order:
Cover page. Identifies the issuer by legal name, ticker, and exchange. States the final offering price per share, the total number of shares offered (split between primary and secondary where applicable), aggregate proceeds, and underwriting discount per share and in aggregate. The greenshoe option size and lock-up agreement reference typically appear here.
Prospectus summary. Front-of-book narrative condensing the issuer's business model, key metrics, and the specific offering terms (share count, offering price, net proceeds, use of proceeds, listing exchange). Often includes a condensed financial data table.
Risk factors. One of the most disclosure-intensive sections in any SEC filing type. Covers issuer-specific risks (revenue concentration, regulatory exposure, key-person dependence, IP challenges), offering-related risks (dilution, lock-up expiration, volatility, absence of prior trading history for IPOs), and macroeconomic risks. In full IPO prospectuses, risk factors commonly run 20 to 50 pages.
Use of proceeds. States estimated net proceeds after deducting underwriting discounts and offering expenses, and specifies the intended allocation: debt repayment, working capital, capital expenditures, R&D, potential acquisitions, or general corporate purposes. For pure secondary offerings, the section states that the issuer receives no proceeds.
Dividend policy. Discloses whether the issuer has historically paid dividends and its current policy, including any contractual restrictions under credit agreements or indentures.
Capitalization. Balance sheet capitalization as of the most recent period, presented on an actual basis and on an as-adjusted basis giving effect to the offering. For IPO prospectuses, the as-adjusted column shows the post-IPO capital structure.
Dilution. Present in primary share offerings. Shows net tangible book value per share before and after the offering, the dilution to new investors at the offering price, and a comparison table of shares held and total consideration paid by existing stockholders versus new investors.
Selected financial data. Multi-year summary of income statement and balance sheet metrics. IPO prospectuses typically present five to seven years or the full operating history; follow-on supplements may present three years of annual data.
MD&A. Management's narrative analysis of financial results, cost structure, liquidity, capital resources, and known trends. For IPOs, the MD&A is the first public management commentary on the business. For shelf-based follow-ons, an abbreviated or updated version is presented; the full prior-period MD&A is incorporated by reference.
Business description. Detailed narrative covering the issuer's products and services, customer base, distribution, competitive landscape, intellectual property, regulatory environment, and employees. IPO prospectus business sections commonly run 30 to 80 pages.
Management and corporate governance. Director and named executive officer biographies, board committee composition, executive compensation tables (base salary, bonus, equity awards, total compensation for NEOs), director compensation, and any special governance arrangements.
Certain relationships and related-party transactions. Material transactions between the issuer and its officers, directors, 5%+ stockholders, and their affiliates during the prior two to three fiscal years. Required under Item 404 of Regulation S-K. Commonly discloses registration rights agreements, affiliated commercial agreements, and secondary sales by pre-IPO investors.
Principal and selling stockholders. Beneficial ownership table for directors, NEOs, and any 5%+ stockholders before and after the offering. For secondary offerings, identifies each selling stockholder, shares offered on their behalf, and remaining post-offering holdings.
Description of capital stock. Common stock voting, dividend, and liquidation rights; authorized preferred stock; equity incentive plan reserves; anti-takeover charter provisions; and relevant state corporate law provisions.
Underwriting. Names each underwriter and their respective allotments. Discloses underwriting commitment type (typically firm commitment), underwriting discount per share and in aggregate, over-allotment option (greenshoe, typically 15% of base offering), lock-up period (commonly 90 or 180 days for issuer, officers, directors, and certain stockholders), stabilization practices, directed-share programs, and exchange listing application details.
Legal matters and experts. Identifies issuer counsel, underwriter counsel, and the PCAOB-registered independent auditor.
Financial statements. Audited annual and unaudited interim financial statements prepared in accordance with Regulation S-X: balance sheets, statements of operations, statements of cash flows, statements of stockholders' equity, and full notes. For IPO filings under S-1, complete statements are presented in the prospectus body. For shelf-based 424B4 supplements, financial statements are incorporated by reference and are not reproduced in the record.
The dataset record contains the full prospectus text. Both TXT and HTML formats are provided where available.
Exhibits filed contemporaneously as separate EDGAR documents—opinions of counsel, underwriting agreements, auditor consents—are not part of the prospectus text and are not included in the record. For shelf-based supplements, sections incorporated by reference (full financial statements, complete business description, prior-period risk factors) are not reproduced in the 424B4 document; they must be retrieved from the referenced Form 10-K and Form 10-Q filings using the issuer's CIK.
The 424B4 filing obligation rests with the issuer—the company whose securities are being offered. The filing is submitted to EDGAR no later than two business days after the offering price is determined, making it an entirely event-driven record type with no periodic schedule.
The filer population includes domestic U.S. operating companies of all sizes and sectors, REITs, BDCs, master limited partnerships, closed-end investment companies, SPACs conducting their initial public offering, banks and financial holding companies, and foreign private issuers conducting registered U.S. public offerings under Form F-1 or Form F-3. The primary offering events that generate 424B4 records are IPOs under Form S-1 or F-1, follow-on and secondary equity offerings under Form S-3 or S-1, and SPAC IPOs. Preferred stock and hybrid instrument offerings registered under S-1 or S-3 also produce 424B4 filings when terms are finalized post-effectiveness under Rule 424(b)(4).
Issuers who are emerging growth companies under the JOBS Act benefit from scaled disclosure requirements but still file 424B4 prospectuses. Private placement issuers offering under Regulation D, Rule 144A, or Regulation S do not file on EDGAR and do not produce 424B4 records. Issuers whose offerings trigger a different 424(b) rule variant (424B5 for same-day shelf takedowns, 424B3 for preliminary and substantive-update prospectuses) file under those form types, which are not included in this dataset.
Filing volume tracks equity capital markets activity directly. Years of high IPO and follow-on offering volume produce materially more 424B4 filings. The dataset's coverage from 1994 to present spans multiple complete IPO cycles.
Form 424B3 is the pre-pricing sibling used to file updated preliminary prospectuses during book-building. It does not contain the confirmed offering price, final share count, or settled underwriting economics. The 424B3 series documents how offering terms evolve before pricing; the 424B4 captures the confirmed deal as executed. The two are complementary but not interchangeable.
Form 424B5 covers final-pricing supplements for shelf takedown offerings priced under Rule 424(b)(5), most commonly investment-grade debt offerings, preferred stock, and well-known seasoned issuer equity shelf takedowns. Both 424B4 and 424B5 are final pricing documents, but they arise under different regulatory conditions. Users who need the full universe of final prospectuses across equity and debt offerings from shelf registrants must combine 424B4 and 424B5 data; this dataset covers 424B4 only.
Form S-1 is the parent registration statement for non-shelf IPOs. The final S-1 amendment declared effective by the SEC is the direct ancestor of the 424B4 prospectus but lacks the confirmed pricing terms that appear for the first time in the 424B4. The S-1 filing on EDGAR also includes attached exhibits not reproduced in the 424B4 document. For analyzing completed IPO deal economics, the 424B4 is the correct source.
Form S-3 is the shelf registration statement underlying most follow-on offerings by seasoned issuers. Its base prospectus contains general issuer information but no per-offering economics. The 424B4 supplement provides the offering-specific terms layered on top of the shelf. For per-offering analysis, the 424B4 is the right document; for full-company background, the incorporated-by-reference Form 10-K and Form 10-Q filings supply more complete data.
The 424B4 dataset—unlike direct EDGAR full-text search—provides bulk access to all 13,874 filings from 1994 to present in a single downloadable archive with filing-level metadata, enabling programmatic extraction and cross-filing analysis without repeated per-filing queries.
ECM analysts and investment bankers extract offering price, share count, underwriting discount, greenshoe size, and lock-up terms from the cover page and underwriting section to build comparable-transaction databases and support pricing advisory work.
Equity research analysts use the 424B4 for coverage initiation on recently public companies. For IPOs, the 424B4 is the first comprehensive public disclosure of financials and business strategy before the first Form 10-K is available. The MD&A, financial statements, and business description sections are the core inputs.
Buy-side fundamental analysts focus on the risk factors for issuer-specific challenges, the capitalization and dilution sections for post-offering ownership dynamics, and the principal stockholder table for insider selling patterns.
Quantitative researchers extract structured features—offering size, primary vs. secondary split, underwriter identity, greenshoe size, and lock-up duration—to build return-prediction models and backtest IPO and follow-on offering return factors across the 1994-to-present history.
Securities lawyers and disclosure counsel benchmark risk factor drafting, use-of-proceeds language, related-party transaction disclosure, and underwriting terms across peer 424B4 filings when preparing new offering documents or assessing disclosure completeness.
Compliance officers and regulatory monitoring teams monitor 424B4 disclosures for affiliated underwriter arrangements, directed-share programs, and unusual selling stockholder configurations requiring regulatory assessment.
Financial data engineers and platform developers use the dataset's consistent EDGAR-sourced metadata and bulk archive to build capital markets databases and longitudinal issuer histories that span from IPO registration through post-IPO periodic reporting.
LLM and RAG application developers use the risk factors, business descriptions, MD&A narratives, and use-of-proceeds text as training and retrieval corpora for financial language models and structured information extraction pipelines.
Academic finance researchers studying IPO underpricing, lock-up expiration effects, and the informativeness of prospectus disclosures rely on the survivorship-bias-free coverage from 1994 onward, which includes failed, acquired, and delisted issuers, for unbiased cross-sectional and event-study designs.
M&A diligence teams use IPO-era 424B4 filings as detailed historical disclosure records for acquisition targets, often finding more granular segment data, earlier financial histories, and more specific risk narratives than the target's most recent Form 10-K.
Building a historical IPO and follow-on pricing database. ECM analysts and quant researchers extract final offering price, share count, primary vs. secondary split, greenshoe size, underwriting discount, and lock-up period from the cover page and underwriting section of each 424B4 to construct a structured deal-terms database. This supports peer pricing comparables for live transactions, underwriter league table analysis, and backtesting of IPO return factors across multiple market cycles.
Risk factor extraction and classification. Disclosure counsel and NLP teams extract the risk factors section from 424B4 filings to build a searchable corpus of sector-specific and issuer-specific risk language. Applications include benchmarking risk factor coverage for a new IPO against a peer cohort, identifying the emergence of new risk categories (cybersecurity, AI liability, climate) across offering years, and training classifiers for automated risk factor tagging.
Insider selling analysis at IPO and follow-on. Buy-side analysts and diligence teams extract the principal and selling stockholders table to track which pre-IPO investors, founders, and control persons are selling versus retaining shares at each offering, and pair that data with lock-up terms from the underwriting section to model post-lock-up-expiration supply pressure.
Use-of-proceeds classification for capital allocation research. Academic researchers extract the use-of-proceeds section across 424B4 filings to classify stated deployment intentions (debt repayment, R&D, M&A, working capital) and study their relationship to post-offering operating performance, stock returns, and subsequent capital structure decisions.
RAG corpus for offering-period issuer disclosure. Financial AI teams index 424B4 business description, MD&A, and risk factor text into retrieval systems to serve investment research assistants and due diligence tools. For companies whose first public disclosure is their IPO prospectus, the 424B4 is among the only available pre-10-K narrative record, making it uniquely valuable for answering retrospective questions about a company's earlier operating history.
Underwriting terms benchmarking. Securities lawyers and capital markets associates extract underwriting terms across a historical cohort to benchmark lock-up period durations, carve-out provisions, greenshoe mechanics, and stabilization practices—tracking how market-standard terms have evolved across deal sizes, sectors, and underwriter syndicates.
Dataset Index JSON API:
The dataset index endpoint returns dataset metadata and the full list of downloadable container files. It includes the dataset name, last updated timestamp, earliest sample date, total record count, total size, covered form types, container format (ZIP), and file types (TXT, HTML). It returns a datasetDownloadUrl for the full archive and a containers array listing each individual monthly container file with its download URL, size, record count, and last updated timestamp. This endpoint does not require an API key and can be polled daily to identify which containers were updated in the most recent refresh run.
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{
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"datasetId": "1f123d1b-56c5-69b0-8efd-6926bb30f192",
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"datasetDownloadUrl": "https:/api.sec-api.io/datasets/form-424b4-content.zip",
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"name": "Form 424B4 - Final Prospectus - Filing Contents",
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"updatedAt": "2026-03-21T02:51:19.000Z",
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"earliestSampleDate": "1994-01-01",
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"totalRecords": 13874,
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"totalSize": 2582706155,
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"formTypes": ["424B4"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "HTML"],
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"containers": [
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{
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"downloadUrl": "https:/api.sec-api.io/datasets/form-424b4-content/2026/2026-03.zip",
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"key": "2026/2026-03.zip",
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"size": 4218783,
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"records": 12,
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"updatedAt": "2026-03-21T02:51:19.000Z"
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}
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]
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}
Download Entire Dataset:
Downloads the complete dataset as a single ZIP archive containing more than 13,000 records from 1994 to present. The archive totals approximately 2.6 GB. An API key is required.
Download Single Container:
Downloads one monthly container file. Container files are organized by year and month. Use the dataset index API to enumerate all available containers and their download URLs. An API key is required.
What is the difference between Form 424B4 and Form 424B3? Form 424B3 is a preliminary or substantive-update prospectus filed during the book-building period before pricing is complete. It does not contain the final offering price or confirmed economics. Form 424B4 is the final pricing prospectus filed after the offering is priced, with all economic terms confirmed. This dataset contains only 424B4 filings.
Does the dataset include both IPO and follow-on offering prospectuses? Yes. The dataset includes 424B4 filings from both initial public offerings (registered under Form S-1 or F-1) and follow-on or secondary equity offerings (registered under Form S-3 or additional S-1 filings). IPO-linked 424B4 records are typically much longer standalone documents; follow-on 424B4 supplements are shorter prospectus supplements referencing an existing shelf.
Are financial statements always included in the record? For IPO prospectuses, full audited and interim financial statements are presented within the 424B4 document and are part of the record. For shelf-based follow-on supplements, financial statements are typically incorporated by reference to prior Form 10-K and Form 10-Q filings rather than reproduced in the 424B4 itself. In those cases, the record contains an incorporation-by-reference block citing the relevant accession numbers.
Does the dataset include filings from inactive or delisted companies? Yes. The dataset is survivorship-bias free. Filings by issuers that have since been acquired, merged, gone private, or ceased reporting are included. CIK numbers remain stable and can be used to link these records to other EDGAR datasets.
What format are the filing records delivered in? Records are provided in TXT and HTML formats where both are available on EDGAR. Older filings (pre-2000) are primarily plain ASCII text. Filings from 2000 onward increasingly use HTML with table markup and formatted layout.
Does the dataset include 424B5 or other 424(b) variant filings? No. The dataset covers only the 424B4 form type. Shelf debt and preferred stock offerings commonly filed as Form 424B5 are not included. Users who need the full universe of final prospectuses across both equity and debt offerings must combine this dataset with the 424B5 dataset.