The Form 424B5 dataset contains every prospectus supplement filed under Rule 424(b)(5) of the Securities Act of 1933 on SEC EDGAR from 1994 to the present — over 78,000 filings totaling approximately 8 GB compressed. Each record preserves the full original filing document as submitted, including the prospectus supplement text, any filing fee exhibit (Exhibit 107), and both TXT and HTML format files, packaged as a ZIP container. The dataset is survivorship-bias-free, updated daily, and covers all issuer types that file prospectus supplements: public operating companies, well-known seasoned issuers, other eligible shelf registrants, BDCs, REITs, foreign private issuers, and other registrants offering securities under effective shelf registration statements. It is designed for bulk download, large-scale parsing, capital markets research, compliance workflows, and LLM or retrieval systems that require the original text of prospectus supplement filings.
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Each record represents one Form 424B5 filing on SEC EDGAR — a prospectus supplement filed pursuant to Rule 424(b)(5). The dataset preserves the entire original filing document as submitted, excluding standalone XML/XBRL data files and images.
The dataset is organized into monthly ZIP containers named by year and month (e.g., 2025-04.zip). Inside each container, every filing occupies its own subfolder named by accession number with hyphens removed (e.g., 000119312525107149 for accession number 0001193125-25-107149). Each subfolder contains a metadata.json file with structured filing metadata, the original 424B5 prospectus supplement in HTML format, and — where applicable — an EX-FILING FEES exhibit in HTML. Recent monthly containers typically range from roughly 12 MB to 30 MB compressed and hold between 225 and 455 records each.
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2025-04/
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000119312525107149/
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metadata.json # structured filing metadata
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d123456_424b5.htm # the 424B5 prospectus supplement (HTML)
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d123456_ex-filingfees.htm # filing fees exhibit (optional)
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000110465925054321/
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metadata.json
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ea0234567-424b5.htm
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... (one folder per filing)
A Form 424B5 filing is a prospectus supplement filed in connection with a securities offering conducted under an already-effective shelf registration statement (typically on Form S-3 or Form F-3). Rule 424(b)(5) applies specifically when the supplement contains offering terms — pricing, size, underwriters, risk factors, use of proceeds — that were previously omitted from the base prospectus in reliance on Rule 430A, Rule 430B, or Rule 430C. The prospectus supplement is the transaction-level disclosure document that investors, underwriters, and market participants rely on to evaluate the specific terms of an individual shelf offering.
Each record corresponds to one Form 424B5 filing and consists of three components: a structured metadata file and one or two HTML documents.
The metadata.json file contains fields including accessionNo (the SEC accession number that uniquely identifies the filing), cik (Central Index Key of the filer), ticker (stock ticker symbol, if available), companyName, companyNameLong (full company name with role), formType (always 424B5), description, filedAt (ISO 8601 filing timestamp), linkToFilingDetails (URL to the primary document on EDGAR), linkToTxt (URL to the complete submission text file), linkToHtml (URL to the filing index page), and linkToXbrl (XBRL viewer URL, often empty for 424B5). The file also includes a documentFormatFiles array listing every document in the filing package with its sequence, size, documentUrl, description, and type; an entities array with each associated entity's cik, companyName, type, sic (SIC code and industry), stateOfIncorporation, fiscalYearEnd, act, fileNo, and filmNo; a dataFiles array for any extracted XBRL instance documents; and a seriesAndClassesContractsInformation array (typically empty for 424B5 filings). Each record also carries a unique id field (an MD5 hash).
The HTML file (*_424b5.htm) preserves the full original prospectus supplement as filed on EDGAR. An optional second HTML file (*_ex-filingfees.htm) contains the EX-FILING FEES exhibit in iXBRL format when the filing includes one.
The core document is the prospectus supplement, which typically contains:
Cover Page / Summary of the Offering — Title and type of securities offered (common stock, preferred stock, debt securities, warrants, units, depositary shares); aggregate principal amount or share count; public offering price per unit/share; underwriting discounts and commissions; net proceeds to the issuer; identity of underwriter(s) or placement agent(s); trade date, settlement date, and expected closing date; exchange listing information.
Risk Factors — Offering-specific risks supplementing those in the base prospectus and the issuer's most recent annual report. Covers security-type-specific risks such as subordination for debt, dilution for equity, and market and pricing risks.
Use of Proceeds — How the issuer intends to deploy net proceeds. Common uses include general corporate purposes, debt repayment, working capital, acquisitions, capital expenditures, and research and development.
Capitalization — Table showing the issuer's capitalization before and after giving effect to the offering, typically on an actual and as-adjusted basis.
Dilution — For equity offerings, a table showing net tangible book value per share before and after the offering and the immediate dilution to new investors.
Description of Securities — Detailed terms of the specific securities offered. For debt securities: maturity, interest rate, payment dates, redemption and call provisions, covenants, events of default, subordination, and conversion features if convertible. For equity: dividend rights, voting rights, liquidation preferences, anti-dilution protections. For warrants: exercise price, exercise period, adjustment mechanics. For units: component securities and their respective terms.
Plan of Distribution — Distribution method (firm commitment underwriting, best efforts, at-the-market, direct offering, agency placement); identity and role of underwriters, placement agents, or dealers; underwriting compensation and over-allotment option (greenshoe); lock-up agreements; stabilization and market-making activities; domestic and international selling restrictions.
Material U.S. Federal Income Tax Considerations — Tax consequences for U.S. and non-U.S. holders covering interest, dividends, capital gains, and original issue discount as applicable.
Legal Matters — Identification of issuer's counsel and underwriter's counsel providing legal opinions.
Incorporation by Reference — List of SEC filings incorporated by reference (typically the most recent Form 10-K, subsequent Form 10-Qs, and relevant Form 8-Ks), along with a statement that the supplement should be read together with the base prospectus and incorporated documents.
Base Prospectus — In many filings, the base prospectus from the shelf registration statement appears as part of the same filing document after the prospectus supplement. The base prospectus provides general descriptions of possible security types and distribution methods under the shelf. Some filings include only the supplement, with the base prospectus filed separately or incorporated by reference.
Many Form 424B5 filings — particularly those filed after the SEC's 2022 fee modernization rules — include a filing fee exhibit (Exhibit 107 or predecessor format). This exhibit contains the registration fee calculation, a fee table showing security type, amount registered, proposed maximum offering price per unit, proposed maximum aggregate offering price, and fee amount, along with the registration statement number and whether the fee was previously paid, offset, or is being paid with the filing.
Included: Full original text of the prospectus supplement as submitted on EDGAR; filing fee exhibit where present; both TXT and HTML format files; complete filing container content excluding standalone XML/XBRL data files and images.
Excluded: Standalone XML and XBRL data files; image files; EDGAR index headers and metadata beyond what appears in the filing document; content from the underlying shelf registration statement (Form S-3, F-3) unless included within the 424B5 filing itself; content from SEC filings incorporated by reference unless reproduced in the filing.
Prospectus supplement vs. base prospectus: A 424B5 filing often contains both the prospectus supplement (offering-specific) and the base prospectus (general shelf terms) in a single filing. The supplement appears first with transaction-specific terms; the base prospectus follows with generic security descriptions. Some filings include only the supplement.
Variability across security types: Content varies substantially by security type. Equity supplements emphasize dilution, share counts, and ATM mechanics. Debt supplements detail indenture terms, coupon rates, maturities, covenants, and subordination. Convertible note supplements combine both. Warrant and unit offerings describe component instruments and exercise mechanics.
At-the-market (ATM) offerings: A distinct category of 424B5 filings establishes ATM programs under which issuers sell shares continuously through a designated sales agent at prevailing market prices. ATM supplements tend to be shorter and omit fixed offering prices.
Filing date vs. pricing date: The EDGAR filing date may differ from the offering pricing date. Rule 424(b)(5) requires the supplement to be filed within two business days after pricing.
Historical content evolution: 1990s and early 2000s filings are typically shorter and filed in plain text. More recent filings use HTML with extensive formatting and substantially longer risk factor sections. The 2005 Securities Offering Reform (Release No. 33-8591) dramatically expanded shelf registration usage by introducing WKSI status and automatic shelf registration.
Filing fee exhibit availability: Exhibit 107 became a structured, mandatory component of many Securities Act filings following the SEC's 2022 filing fee disclosure modernization (Release No. 33-10997). Pre-2022 filings typically lack this exhibit.
Form 424B5 filings are submitted by SEC registrants with an effective shelf registration statement conducting a securities offering under that shelf. The filer is always the issuer. The filing population includes:
Public operating companies — Large accelerated filers, accelerated filers, non-accelerated filers, and smaller reporting companies across all industries. Companies frequently tap shelf registration statements for follow-on equity offerings, debt issuances, and convertible securities offerings.
Well-known seasoned issuers (WKSIs) — Companies with a public float of at least $700 million (or $1 billion in non-convertible securities for certain debt issuers) qualify under Rule 405. WKSIs file automatic shelf registration statements that become effective immediately, enabling rapid market access — their 424B5 filings often appear within hours of pricing.
Other eligible shelf registrants — Companies meeting Form S-3 eligibility (12 months of Exchange Act reporting, current in filings, public float or investment-grade debt tests under General Instruction I.B.1 or I.B.2).
BDCs — Business development companies, which have elected BDC status under Section 54 of the Investment Company Act, frequently conduct equity and debt offerings under shelf registrations.
REITs — Regularly access capital markets through shelf offerings of common shares, preferred shares, and debt securities. REIT 424B5 filings are particularly common for ATM equity programs.
Foreign private issuers — FPIs eligible for Form F-3 file 424B5 supplements for U.S.-market offerings, referencing Form 20-F and Form 6-K filings rather than 10-K and 8-K.
A Form 424B5 filing is event-driven, not periodic. Each new offering under an effective shelf registration triggers a new supplement. The Rule 424(b)(5) obligation arises when the supplement contains information previously omitted in reliance on Rule 430A (pricing-related omissions), Rule 430B (shelf takedown omissions), or Rule 430C (deemed-part-of-registration-statement treatment).
The practical sequence: the issuer has an effective shelf on file; engages underwriters; markets the offering; prices the offering; files the 424B5 within two business days of pricing; and the offering settles (typically T+1 for equity, T+2 for debt). For ATM programs, the 424B5 is filed when the program is established, not at each sale.
424B5 filings follow no fixed periodic schedule. Capital markets activity drives temporal clustering — equity volumes rise during strong markets, debt volumes increase when rates are favorable, and issuance drops in late December and during elevated volatility. A single issuer may file multiple 424B5 supplements per year; large financial institutions may file dozens annually for programmatic offerings.
The filing requirement is governed by Securities Act Section 5 (requiring a Section 10-compliant prospectus), Section 10 (prospectus content requirements), Rule 424(b)(5) (filing obligation for supplements with previously omitted information), Rules 430A/430B/430C (omission and incorporation rules), Regulation S-K (non-financial disclosure), Regulation S-X (financial statement requirements), and Form S-3/F-3 (shelf registration eligibility). The 2005 Securities Offering Reform (Release No. 33-8591) introduced WKSI status and automatic shelf registration, dramatically expanding 424B5 filing volumes. The 2022 Filing Fee Disclosure Modernization (Release No. 33-10997) introduced the structured Exhibit 107 now commonly included in these filings.
This dataset contains only filings under Rule 424(b)(5). The most frequently confused neighboring types:
Form 424B2 — Used for structured note and medium-term note pricing supplements. 424B2 filings are typically formulaic and brief; 424B5 filings are comprehensive prospectus supplements for discrete capital-raising transactions.
Form 424B3 — Used predominantly for resale prospectuses where selling securityholders sell into the market. 424B5 supplements are predominantly primary offerings by the issuer.
Form 424B4 — The typical form for final IPO prospectuses. 424B4 represents an initial offering off a newly-effective registration statement; 424B5 represents subsequent takedowns from an existing shelf. The 424B5 dataset therefore generally excludes IPO prospectuses.
Form 424B7 — Covers resale offering supplements under Form S-3 General Instruction I.B.3. Overlaps with 424B5 in format but is narrower in scope.
The core distinction: the 424B5 dataset captures primary-issuer shelf takedown supplements.
The shelf registration (Form S-3/F-3) establishes authority to offer securities up to a maximum amount and includes a base prospectus. The 424B5 supplement provides transaction-specific terms for each offering. A shelf registration dataset would contain one record per registration statement; this dataset contains one record per offering — often many per shelf.
Form S-1 and F-1 are used for IPOs with final prospectuses typically filed as 424B4. The 424B5 dataset consists almost entirely of post-IPO offerings by companies with existing shelf registrations.
Commercial databases (Refinitiv, Bloomberg, Dealogic, S&P Capital IQ) provide structured deal data but not original prospectus text. This dataset provides the raw source documents from which those databases are built — enabling independent verification, custom extraction, and analysis of unstructured content (risk factors, covenant language, tax disclosures) that structured databases do not capture.
Broad EDGAR datasets require filtering across all form types. This dataset is pre-filtered to Form 424B5, allowing direct access to prospectus supplements without parsing the full corpus. Coverage is survivorship-bias-free, including all filers regardless of current listing status.
ECM bankers benchmark follow-on equity offering terms — pricing discounts, underwriting spreads, greenshoe sizes, distribution structures — across thousands of comparable 424B5 filings. DCM bankers assess coupon rates, maturity profiles, covenant packages, and call features for comparable debt issuances.
Attorneys use prospectus supplements as precedent documents when drafting new offerings. The dataset enables search for specific disclosure language: risk factor formulations, indemnification provisions, selling restrictions, tax opinions, and security descriptions. Counsel also track evolving disclosure practices and verify Rule 424(b)(5) compliance.
Quant researchers extract offering signals for event-driven strategies. Follow-on equity offerings create measurable price impacts from dilution and supply pressure. The full-text format enables NLP-based feature extraction — risk factor sentiment, covenant restrictiveness, use-of-proceeds specificity — unavailable from structured databases.
Credit analysts examine debt offering supplements for new issuance terms, covenant structures, subordination hierarchies, and stated uses of proceeds. Convertible securities analysts extract conversion ratios, prices, and anti-dilution provisions.
Compliance teams monitor 424B5 filings to verify offering document compliance with Securities Act requirements and support retrospective reviews of disclosure quality.
Finance and law scholars use the full-text dataset for large-scale studies of capital formation, offering pricing efficiency, risk factor language evolution, covenant trends, and the effectiveness of securities regulation.
AI teams use the dataset as high-quality training and evaluation corpora for financial language models, information extraction systems, and RAG pipelines. Prospectus supplements provide dense, structured prose spanning legal, financial, and transactional domains.
Quantitative analysts and ECM desks extract share counts, offering prices, and pricing discounts from 424B5 filings across thousands of follow-on offerings to build models of dilution impact and pricing efficiency. By parsing cover pages and plan-of-distribution sections, researchers measure average discounts to last sale by issuer size, sector, and market conditions, quantify supply-pressure effects on post-offering returns, and identify structural differences between firm-commitment underwritings, ATM programs, and direct offerings. Coverage from 1994 enables long-horizon studies spanning multiple market cycles.
Credit analysts and fixed income researchers parse "Description of Notes" sections from debt offering supplements to extract covenant packages, subordination terms, events of default, change-of-control provisions, and call features. NLP pipelines applied to the full-text dataset classify covenant restrictiveness across issuers and time, track the migration of covenant-lite structures, and compare terms across investment-grade and high-yield issuers.
Investors and compliance teams track ATM prospectus supplements to identify when issuers establish or refresh at-the-market equity distribution programs. ATM supplements name the sales agent, specify maximum aggregate offering amounts, and describe distribution mechanics. Portfolio managers identify issuers with active dilution programs; compliance teams verify ATM disclosure adequacy.
Legal researchers and AI teams analyze risk factor sections across the full dataset to study evolution, standardization, and specificity of offering-related risk disclosures. Text-similarity and classification models measure how risk language changes during market stress, distinguish boilerplate from issuer-specific disclosures, and track how SEC staff guidance propagates through market-wide disclosure practices.
Investment banking analysts extract underwriter and placement agent names from cover pages and plan-of-distribution sections to construct league tables by deal count, dollar volume, security type, and industry. The dataset covers all shelf offerings filed with the SEC — not just those in commercial deal databases — providing a complete, survivorship-bias-free source for capital markets activity measurement.
Researchers parse "Use of Proceeds" sections to categorize how issuers deploy capital raised through shelf offerings — debt repayment, acquisitions, working capital, R&D, capital expenditures. Tagging and quantifying these across issuers, sectors, and time enables studies of capital allocation patterns and the relationship between stated uses and subsequent performance.
Convertible bond analysts extract conversion terms from 424B5 filings: initial conversion price, conversion ratio, conversion premium, anti-dilution adjustments, make-whole fundamental change triggers, and provisional call features. Complete term extraction supports pricing models, hedging strategies, and relative-value analysis across the convertible market.
Download the complete dataset archive containing all Form 424B5 filings from 1994 to the present:
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https://api.sec-api.io/datasets/form-424b5-content.zip
The full archive is approximately 8 GB compressed and contains over 78,000 filings in ZIP containers, each holding the original filing documents in TXT or HTML format.
The dataset is organized into container files in .zip format. Download individual containers using the pattern:
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https://api.sec-api.io/datasets/form-424b5-content/{container-file-name}.zip
Each container file holds Form 424B5 filing records for a specific time period. Each ZIP within the container preserves the original filing documents as submitted on EDGAR.
Retrieve metadata about all available containers from the dataset index API:
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https://api.sec-api.io/datasets/form-424b5-content.json
The index API returns a JSON object with dataset-level metadata and a list of all available container files with their download URLs, file sizes, record counts, and last-updated timestamps. Use this endpoint to identify which containers have been updated since your last download for incremental synchronization. No API key is required for this endpoint.
All download endpoints require authentication. Include your API key as a query parameter (?token=YOUR_API_KEY) with each download request. The Dataset Index JSON API does not require authentication.
The dataset is updated daily as new Form 424B5 filings are submitted on EDGAR. New filings are typically available within a short period after the source filing appears on EDGAR.
What is the difference between the prospectus supplement and the base prospectus? The base prospectus is part of the shelf registration statement and describes the types of securities that may be offered in general terms. The prospectus supplement (the 424B5 filing) provides the specific terms of an individual offering: price, size, underwriters, risk factors, and use of proceeds. Many 424B5 filings contain both documents, with the supplement appearing first.
Does this dataset include IPO prospectuses? Generally no. IPO final prospectuses are typically filed as Form 424B4, not 424B5. The 424B5 dataset consists of post-IPO offerings by issuers with existing shelf registration statements.
Why do some 424B5 filings contain a base prospectus and others do not? Some issuers include the base prospectus from the shelf registration statement within the 424B5 filing for investor convenience. Others file the supplement alone and incorporate the base prospectus by reference. Both approaches are permissible.
What is an at-the-market (ATM) offering, and how does it appear in this dataset? An ATM offering is a program under which an issuer sells shares from time to time at prevailing market prices through a designated sales agent. The 424B5 filing establishes the program and describes its terms. Unlike a fixed-price offering, ATM supplements do not specify a single offering price. The dataset contains the ATM prospectus supplement; individual ATM sales are not separately filed as 424B5s.
How does the filing date relate to the offering pricing date? The EDGAR filing date is the date the SEC accepted the filing. Rule 424(b)(5) requires the supplement to be filed within two business days of the pricing date. The filing date may therefore be the same day as pricing or up to two business days later.
Does the dataset include structured/parsed data fields, or only the original filing text?
Each record includes a metadata.json file with structured fields such as accession number, CIK, ticker, company name, filing date, and EDGAR URLs. The prospectus supplement itself is preserved in its original as-filed HTML format without additional parsing. Users extract structured data from the prospectus text by parsing the original documents.
What file formats are in each record's ZIP container? Each ZIP container holds the original filing files as submitted on EDGAR, typically in TXT or HTML format. Standalone XML/XBRL data files and images are excluded.
How far back does the dataset go? The dataset covers Form 424B5 filings from 1994 to the present. Early filings tend to be in plain text format; more recent filings are in HTML.