Form 424B7 Files Dataset

The Form 424B7 Files Dataset is a complete corpus of EDGAR submissions filed under Rule 424(b)(7) of the Securities Act of 1933 — prospectus supplements that name the selling security holders and amounts of securities those holders propose to sell, completing information omitted from an effective shelf registration in reliance on Rule 430B. Each record corresponds to one accession-numbered EDGAR filing, packaged as an accession-named folder inside a monthly ZIP container alongside a metadata.json descriptor and every document attached to the submission. The dataset is filed by the issuer named on the underlying registration statement (typically a Form S-3, F-3, or S-3ASR shelf), not by the selling holders themselves, and is event-driven rather than periodic. Coverage begins in September 1996, consistent with EDGAR's mandatory electronic filing of Securities Act submissions. The dataset is distributed in ZIP containers and contains TXT, JSON, HTML, and PDF files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures every Form 424B7 prospectus supplement filed on EDGAR from September 1996 to the present. Form 424B7 is used to identify selling security holders and the amounts of securities those holders propose to sell when that information had previously been omitted from an effective shelf registration statement in reliance on Rule 430B. Functionally, the document re-opens an already-effective registration by naming the resale sellers, their pre- and post-offering ownership, and the size of the offering being made by each. It is not a standalone registration: it supplements and incorporates by reference the base prospectus and the prior registration statement, and it must be filed no later than the second business day following the earlier of the date of sale or first use.

Because Form 424B7 is a supplement to a shelf rather than a standalone offering document, its content is heavily structured around the selling-securityholder table and is comparatively narrow in scope versus a full prospectus or registration statement. Filings range from short one-document supplements that merely refresh the selling-stockholder roster to longer supplements that include a plan of distribution, risk factors, and an updated filing-fees exhibit. The dataset reproduces the textual EDGAR documents that constitute each 424B7 submission — the SGML-wrapped HTML prospectus supplement, any Inline XBRL filing-fees exhibit, any included PDF or supplemental text documents — together with a JSON descriptor summarizing the filing. File types in the dataset are TXT, JSON, HTML, and PDF; in practice modern records consist almost entirely of HTM/HTML documents plus the JSON descriptor.

Content Structure of a Single Record

What one record represents

A single record in the Form 424B7 Files Dataset is one complete EDGAR submission filed under Rule 424(b)(7), identified by its 18-digit EDGAR accession number. The record is materialized as an accession-named folder inside a monthly ZIP container, holding every document attached to that submission together with a metadata.json descriptor summarizing the filing. The unit of granularity is the filing as a whole, not the prospectus supplement document or any individual exhibit: the prospectus supplement, the filing-fees exhibit, and any other attachments are all bundled within the one record.

Content layers of a single record

Each record consists of two layers:

1. A descriptor layer (metadata.json) capturing the filing-level facts EDGAR exposes in its submission header and document index: form type, accession number, filing time, links back to the SEC source, the registrant/filer entity block, and a manifest of every document attached to the submission.
2. A document layer containing the filed documents themselves. For a 424B7 filing, this is dominated by the primary prospectus supplement (.htm) and, when applicable, an Inline XBRL filing-fees exhibit (.htm). Each document is delivered in EDGAR's native SGML-wrapped form: a <DOCUMENT> envelope with <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> headers preceding the inner HTML or text body.

The accession folder is named with the dash-stripped 18-digit accession number. Individual document filenames are passed through unchanged from the EDGAR submission, preserving filer-chosen naming conventions such as *_424b7.htm, *_ex107.htm, or *_exfilingfees.htm.

metadata.json

A single JSON object summarizing one filing. The top-level fields describe the submission:

• formType is fixed at "424B7" for every record in the dataset.
• accessionNo is the dashed EDGAR accession number (e.g., "0001104659-25-104968").
• filedAt is an ISO 8601 timestamp with timezone offset capturing EDGAR acceptance time.
• description carries EDGAR's human-readable form description, typically "Form 424B7 - Prospectus [Rule 424(b)(7)]".
• linkToFilingDetails, linkToTxt, linkToHtml, and linkToXbrl are direct URLs to the EDGAR filing-index page, the complete-submission text aggregate, the primary HTML document, and the XBRL instance respectively. linkToXbrl is frequently empty for 424B7 records because the only XBRL payload, when present, is the filing-fees exhibit.
• id is a 32-character hex identifier assigned by the data provider for stable referencing.

Two array fields manifest the filing's documents:

• documentFormatFiles lists every document attached to the EDGAR submission with sequence, size, documentUrl, description, and type. Type values include 424B7 for the primary supplement, EX-FILING FEES for the Rule 457 fees exhibit, GRAPHIC for image references, and the trailing complete-submission .txt aggregate. The sequence values mirror the filer-assigned ordering from the EDGAR submission.
• dataFiles enumerates XBRL/data sidecar files associated with the submission, typically the extracted XBRL XML for the Inline XBRL filing-fees exhibit.

The entities array carries one object per party identified in the EDGAR header (issuer, filer, and any other roles). Per-entity fields include companyName (with a role suffix such as "(Filer)"), cik, irsNo, fileNo (the SEC file number tying the supplement back to the underlying registration statement, e.g., "333-290092"), filmNo, act (securities act number, typically "33"), type (the form type as it pertains to that entity), sic (SIC code with description), fiscalYearEnd (MMDD), stateOfIncorporation (two-letter code), and tickers (an array of associated trading symbols). The fileNo is load-bearing for 424B7 records because it is the canonical link from a supplement to the shelf registration statement it is updating.

A seriesAndClassesContractsInformation array is also present for series/class disclosures associated with investment companies; it is typically empty for 424B7 records.

Primary 424B7 prospectus supplement document

The primary document is delivered as an SGML-wrapped HTML file. The outer wrapper carries <TYPE>424B7, <SEQUENCE>1, a <FILENAME> matching the in-folder filename, a <DESCRIPTION> of 424B7, and a <TEXT> block enclosing the HTML payload. Inside that payload the supplement typically contains, in order:

• A cover page identifying the issuer, the registration statement file number, the title and number of securities being registered for resale, the names of the selling security holders (or a forward reference to a table inside the document), and a prominent legend stating that the document is a prospectus supplement to a previously filed base prospectus.
• An incorporation-by-reference statement pulling in the base prospectus, the prior registration statement, the issuer's most recent Form 10-K, intervening 10-Qs, 8-Ks, and any other Exchange Act reports listed by the issuer.
• A risk factors section, ranging from a short reaffirmation pointing back to the base prospectus and 10-K to a fuller restatement of resale-specific risk factors.
• A "Selling Security Holders" or "Selling Stockholders" section, the structural centerpiece of the supplement. This section names each selling holder, discloses their relationship to the issuer where required, and states the number of shares or principal amount beneficially owned before the offering, the amount registered for sale, and the amount and percentage owned after the offering assuming all registered securities are sold. The section is rendered as a tabular block with footnotes addressing beneficial-ownership aggregation, voting and dispositive power, acquisition history, and material relationships with the issuer.
• A "Plan of Distribution" describing the manner in which the selling holders may dispose of the securities (ordinary brokerage transactions, block trades, underwritten offerings, at-the-market sales, distributions to limited partners, gifts, pledges, hedging transactions, etc.) and the treatment of any underwriters, broker-dealers, or agents involved.
• Material U.S. federal income tax considerations relevant to the resale, where included.
• Legal matters and experts paragraphs, generally short and pointing to the base prospectus.
• A "Where You Can Find More Information" or equivalent closing block restating the EDGAR file number and incorporation-by-reference framework.

Preliminary 424B7 supplements (filed before final pricing or before a holder list is finalized) carry the standard preliminary-prospectus legend on the cover but are otherwise structurally identical.

EX-FILING FEES exhibit (Exhibit 107)

When the supplement registers additional fee-bearing amounts or otherwise triggers Rule 457 fees disclosure, the filing includes an Inline XBRL filing-fees exhibit, typically named with an _ex107 or _exfilingfees suffix and described in documentFormatFiles as EX-FILING FEES. The document declares xmlns:ix, xmlns:dei, and xmlns:ffd namespaces. Identifying facts such as ffd:FormTp (the underlying form type, frequently S-3), ffd:SubmissnTp (424B7), ffd:RegnFileNb (the registration file number), dei:EntityCentralIndexKey, and dei:EntityRegistrantName are emitted within ix:hidden, while the visible body renders the structured filing-fees table required by Item 16(b) and Rule 457. Short prospectus-supplement updates that do not introduce new fee-bearing offerings often omit this exhibit entirely.

Graphic references and other attachments

Image and graphic files (logos, signature graphics, charts) referenced by the prospectus appear as GRAPHIC entries in documentFormatFiles, but the image binaries themselves are excluded from the dataset. The complete-submission .txt aggregate is referenced via linkToTxt rather than reproduced in-folder in every case.

Excluded or separate content

Image binaries (.jpg, .gif, and similar) referenced from within the prospectus are deliberately omitted; their existence remains discoverable through documentFormatFiles entries with type: "GRAPHIC", but the bytes are not included. The base prospectus and the underlying registration statement (Form S-3 or other) are not embedded in the record; they are incorporated by reference and must be retrieved separately using the fileNo (e.g., "333-XXXXXX") from entities[]. Other prospectus supplements filed against the same shelf are likewise separate records, each with its own accession number. Fairness opinions, consent letters, or Form 8-K disclosures cited by the supplement are not part of the 424B7 record.

Changes in required content and structure over time

The structure of 424B7 filings has evolved alongside several SEC rule changes that materially shape record content:

• Securities Offering Reform of 2005: Rule 430B was adopted as part of the 2005 Securities Offering Reform, which also established the modern 424(b) sub-paragraph regime including 424(b)(7). Records filed before the 2005 reforms reflect a less standardized approach to disclosing selling security holders in shelf takedowns; the high-volume, structurally consistent 424B7 supplement form took its modern shape after these reforms made it the canonical vehicle for naming Rule 430B-omitted resale holders.
• Selling-securityholder disclosure conventions: Issuer and counsel practice for the selling-stockholder table has converged on disclosing pre-offering beneficial ownership, registered amount, and post-offering ownership, with footnoted explanations of voting and dispositive power, beneficial-ownership aggregation rules, and material relationships with the issuer.
• Filing-fees exhibit modernization (effective 2022): The SEC's 2021 amendments to Rule 457 introduced the structured filing-fees exhibit (Exhibit 107), replacing the free-form fee table at the front of the prospectus with a separate, machine-readable Inline XBRL exhibit. Records filed under the new regime carry the EX-FILING FEES document with the ffd namespace and structured tags; earlier records embed the fee table inline within the prospectus body in narrative form. This is the most visible structural change in the modern era of 424B7 filings.
• Incorporation-by-reference framework: The framework allowing 424B7 supplements to incorporate the base prospectus and Exchange Act reports has remained stable since 2005, but the specific list of incorporated documents has lengthened as issuers add intervening 8-Ks and 10-Qs over the life of a shelf.

Changes in data format over time

The format evolution mirrors EDGAR's broader trajectory:

• 1996 to early 2000s: 424B7 submissions were typically filed as plain ASCII text, with the prospectus supplement embodied as a single SGML-wrapped .txt document. Tabular content, including the selling-stockholder table, was rendered in fixed-width ASCII.
• Mid-2000s onward: HTML adoption became standard, and the primary 424B7 document migrated to .htm files inside the same SGML <DOCUMENT> wrapper. PDF copies are occasionally attached alongside the HTML primary.
• 2022 onward: With the structured filing-fees exhibit, Inline XBRL appears for the first time in 424B7 records as the EX-FILING FEES document. The prospectus supplement itself does not carry XBRL tagging; only the filing-fees exhibit is tagged. The dataFiles array in metadata.json exposes the extracted XBRL XML sidecars when present.

The SGML <DOCUMENT> wrapper around every primary document and exhibit is constant across the entire date range, regardless of whether the inner payload is ASCII text, HTML, or Inline XBRL.

Interpretation and extraction notes

• The SGML wrapper headers (<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT>) precede the HTML body in every document file. Pipelines feeding documents into an HTML parser should strip or skip these header lines first; the inner <html> payload carries the prospectus narrative.
• The entities[].fileNo field is the canonical link from a 424B7 record to the underlying registration statement. Multiple 424B7 filings may share the same fileNo over the life of a shelf, each updating or supplementing the selling-securityholder roster.
• A 424B7 filing is functionally a delta against an effective registration; interpreting a record in isolation can understate the totality of registered amounts because prior 424B7 supplements against the same shelf may have already named earlier resellers.
• Preliminary 424B7 filings (those carrying preliminary-prospectus legends) are valid 424B7 records and are not segregated from final supplements at the form-type level; the distinction is visible only inside the document text.
• When a record contains only the primary 424B7 document and no EX-FILING FEES exhibit, the supplement is generally a roster update or other non-fee-triggering revision of an existing offering rather than a new fee-bearing registration.
• Amendments are filed as separate prospectus supplements; 424B7/A submissions, when used, fall outside this dataset's exact 424B7 form-type scope. The dataset captures records whose form type is exactly 424B7.
• Issuer-specific variation in document naming, table layouts, and the depth of risk factors is significant; extraction pipelines targeting the selling-stockholder table or plan of distribution should expect heterogeneous HTML markup across filers and counsel, and should rely on heading and table-structure cues rather than fixed selectors.

Who Files or Publishes This Dataset, and When

Who files the record

Each Form 424B7 is a prospectus supplement filed by the issuer named on an effective Securities Act registration statement that previously relied on Rule 430B to omit information about selling security holders. The issuer is the filer of record on EDGAR; the selling security holders are the subjects of the disclosure, not the filers. The 424B7 is not a standalone registration: it completes a base prospectus by adding the identities of selling holders and the amounts of securities they intend to sell, information that Rule 430B permitted the issuer to leave blank when the registration statement went effective.

Filing population

Rule 430B is only available to certain issuers and contexts, so the 424B7 filer pool is narrower than the broader 424(b) population. Typical filers include:

• Domestic registrants with an effective Form S-3 shelf, most often for resale (secondary) shelves, where Rule 430B(a)(2) permits omission of selling-holder identities at effectiveness.
• Well-known seasoned issuers (WKSIs) using automatic shelf registrations.
• Foreign private issuers with effective Form F-3 shelves.
• Less commonly, Form S-1 registrants where Rule 430B(a)(2)(ii) allows omission of selling-holder information for resale registrations under limited conditions.

Issuers without an effective shelf, or whose registration did not rely on Rule 430B, do not file 424B7.

Triggering event

The filing is event-driven, not periodic. Under Rule 424(b)(7), the supplement must be filed no later than the second business day following the earlier of:

1. the first sale of registered securities by the selling holder being added or updated, or
2. the first use of the prospectus supplement that identifies that holder.

"First use" includes circulation to potential investors or dissemination by an underwriter, even before any sale. A single shelf can therefore generate many 424B7 filings over its life, each tied to a separate shelf takedown by a different holder or to additional securities for a previously identified holder. Filings cluster around secondary offerings, sponsor exits, lockup expirations, and conversions followed by registered resale.

Regulatory framework

The 424B7 sits in the Securities Act prospectus regime, not the Exchange Act periodic-reporting regime. Governing provisions:

• Rule 415 authorizes shelf registration of continuous or delayed offerings, including resales.
• Rule 430B permits omission of selling-holder identities and amounts at effectiveness for eligible registrations.
• Rule 424(b)(7) is the filing channel that adds the omitted information after effectiveness and sets the two-business-day deadline.
• Item 507 of Regulation S-K prescribes the substantive disclosure: holder name, any relationship with the registrant in the prior three years, beneficial ownership before and after the offering, and amount offered.

By operation of Rule 430B, information added by a 424B7 is deemed part of the registration statement as of the date of first use, which is what makes the newly identified holder's resale a registered offering for Section 5 purposes.

Important distinctions

• Filer vs. selling holder. The issuer signs and files; the selling holder is disclosed. A holder that is itself a public company or institutional investor may have independent Schedule 13D/13G or Section 16 obligations, but those records are separate from the 424B7.
• 424B7 vs. other 424(b) sub-types. 424B1/B4 complete Rule 430A pricing for primary offerings; 424B2/B5 are primary shelf takedown supplements; 424B3 reports a material change to a previously filed prospectus; 424B7 is the dedicated channel for Rule 430B selling-holder information.
• Resale-focused. Pure primary issuances by the registrant do not produce 424B7 filings.
• Multiple supplements per shelf. Over a shelf's three-year life, each takedown by a different holder typically generates its own 424B7.
• Amendments. Corrections are usually handled by filing a new 424B7 (or a 424B3), not a post-effective amendment, unless the change is material enough to require one under Rule 462 or Section 10(a)(3).
• Foreign private issuers. FPIs file 424B7 on the same basis as domestic S-3 filers; there is no separate F-series prospectus-supplement designation.
• Non-S-3 issuers. S-1 registrants that cannot rely on Rule 430B include selling-holder information at effectiveness, and later updates flow through 424B3 or post-effective amendments rather than 424B7.

Historical framing

The earliest records in this dataset begin in September 1996, consistent with EDGAR-wide mandatory electronic filing of Securities Act submissions phased in through May 1996. Pre-EDGAR paper supplements identifying selling holders are not included. The 424B7 designation predates the SEC's 2005 Securities Offering Reform, but its volume expanded materially afterward as WKSI automatic shelves and resale shelves became the dominant mechanism for registering secondary offerings.

How This Dataset Differs From Similar Datasets or Filings

Form 424B7 sits inside the Rule 424(b) family of prospectus filings under the Securities Act of 1933. Its closest neighbors are the other 424(b) sub-types, the shelf registration statements it supplements, and the ownership and insider-transaction regimes that touch the same selling-holder population. Each looks similar on the surface but is triggered by a different rule, fills in a different omission, and follows a different timing logic.

Other Rule 424(b) sub-types

Each 424(b) variant maps to a specific omission or update trigger. The contrast with 424B7 is sharpest on what is being filled in and who is selling:

• 424B1 (Rule 430A pricing). Supplies pricing information (offering price, underwriting discounts, proceeds) omitted under Rule 430A. Typical of IPOs and firm-commitment primary offerings. 424B7 instead fills in selling-holder identities and amounts under Rule 430B, almost always for secondary offerings.
• 424B2 (shelf takedown pricing). Adds pricing or other supplemental information to a primary takedown from an effective S-3/F-3 shelf. 424B2 = issuer selling for its own account; 424B7 = existing holders selling registered resale shares.
• 424B3 (residual substantive changes). The catch-all for substantive updates not covered by another 424(b) sub-rule, including incorporation of subsequent Exchange Act filings, sticker amendments, and selling-holder table updates that do not rely on Rule 430B omission. Filed in much larger volumes than 424B7 and broader in scope.
• 424B4 (430A pricing + substantive changes). Effectively 424B1 combined with 424B3. Same boundary with 424B7 as 424B1: it addresses pricing-stage omissions, not selling-holder identification.
• 424B5 (shelf takedown with omitted info + substantive changes). The canonical follow-on, debt, and ATM takedown supplement. Broader and pricing-and-terms-oriented; 424B7 is narrowly the 430B selling-holder fill-in.
• 424B8 (Rule 415(a)(1)(xii) continuous offerings). Used for DRIPs and similar continuous offerings. Almost no subject-matter overlap with 424B7; included only because the 424B* family is often treated as interchangeable when it is not.

Underlying shelf registration statements (S-3, F-3, S-3ASR, S-1)

• S-3 / F-3. The short-form shelves where Rule 430B omission is available, and therefore the registration statements that generate nearly all 424B7 traffic. The S-3/F-3 establishes the universe of registered resale securities and the plan-of-distribution framework; the 424B7 names the specific holders and amounts at the time of resale. Researchers tracking secondary offerings need both: the shelf for what was registered, the 424B7 stream for who actually sold and when.
• S-3ASR. Automatic shelf for WKSIs. Same Rule 430B mechanics as S-3, but the issuer profile and post-effective fluidity make ASR shelves the most prolific source of 424B7 supplements.
• S-1. Used by issuers ineligible for S-3. Rule 430B omission for selling holders is not generally available on S-1, so S-1 resale registrations must name holders in the registration statement itself or update them via post-effective amendments and 424B3 filings. The presence of a 424B7 therefore implies an S-3/F-3/S-3ASR shelf, not an S-1 — a hard boundary, not a soft preference.

Adjacent ownership and secondary-sale regimes

• Schedule 13D / Schedule 13G. Exchange Act beneficial-ownership reports filed by the holder at the 5% threshold and on amendments. They identify large holders and share counts but are not tied to any offering. 424B7 is a Securities Act supplement filed by the issuer to register a specific resale. A holder may appear in both, but only 424B7 marks the moment registered shares become salable. Cross-referencing the two tracks the path from acquisition (13D/13G) to monetization (424B7).
• Form 144. Notice of a proposed unregistered sale under the Rule 144 safe harbor. Legally opposite to 424B7: Form 144 supports resales without registration under a Section 5 exemption, while 424B7 supports resales under an effective registration statement. Form 144 is dominated by insider open-market sales in modest amounts; 424B7 typically covers larger, negotiated, or block resales by PIPE investors, sponsors, founders, and strategic holders whose shares were registered specifically for resale.
• Forms 3, 4, 5 (Section 16). Insider holdings and transaction reports for directors, officers, and 10% holders. Transaction-level and time-bounded; agnostic to registration status. A selling holder who is also a Section 16 insider will generate Form 4 entries for the actual trades, while the 424B7 documents the registration framework that permitted those trades. Complementary, not substitutable.

Key differences

• Trigger. 424B7 is uniquely triggered by Rule 430B omission of selling-holder information; every other 424(b) sub-type addresses pricing, shelf-takedown terms, or other substantive updates.
• Filer and direction. 424B7 is filed by the issuer to enable resales by existing holders; 424B1/B2/B4/B5 typically support issuer sales; 13D/13G and Form 144 are filed by the holder; Section 16 forms are filed by the insider.
• Registration status. 424B7 always sits on top of an effective registration statement (predominantly S-3/F-3/S-3ASR). Form 144 covers exempt, unregistered sales; 13D/G and Section 16 filings are independent of any registration.
• Scope of disclosure. 424B7 names selling holders and amounts for a specific registered resale event; 13D/13G report ownership at thresholds; Form 4 reports executed trades; other 424(b) variants report pricing or substantive updates without naming resale sellers.
• Volume and population. 424B3 and 424B2/B5 dominate the 424(b) family by volume; 424B7 is narrower and skews toward shelves carrying PIPE, sponsor, founder, and strategic-holder resale registrations.

Boundary summary

Form 424B7 is defined by a single, narrow Securities Act mechanism: a prospectus supplement under Rule 424(b)(7) that fills in selling-security-holder information permissibly omitted under Rule 430B from an effective shelf registration. That trigger distinguishes it from every other 424(b) sub-type (pricing, takedown terms, generic updates, continuous offerings), from the underlying shelves (which set capacity but rarely name resale sellers), from Form 144 (exempt, unregistered resales), and from 13D/13G and Section 16 (ownership and insider trades independent of any registered offering). It is the cleanest SEC source for identifying who is selling registered shares in secondary offerings, in what amounts, and on what timeline — a question no adjacent dataset answers directly.

Who Uses This Dataset

Form 424B7 supplements name the selling security holders and share counts left blank under Rule 430B in an effective shelf. The corpus is narrow but read closely by a defined set of professional users.

Capital-markets and securities counsel

Disclosure counsel use the dataset as a precedent library when drafting their own 424B7s. They focus on selling-holder tables, footnotes describing how shares were acquired (sponsor exits, PIPE conversions, warrant exercises, merger consideration), plan-of-distribution language, material-relationships disclosure, and incorporation-by-reference blocks. Output supports peer benchmarking on affiliate status, Rule 13d-3 beneficial-ownership computation, registration-rights triggers, and Rule 415 compliance.

Equity research analysts

Sell-side and buy-side analysts treat 424B7 filings as a leading indicator of secondary supply that pressures price without diluting the issuer. They watch holder identities, cumulative shares registered, timing relative to lockup expiration, and whether distribution will be an underwritten block or dribble-out. Inputs feed supply-overhang notes, post-IPO sponsor-exit models, and trade calendars.

Equity capital markets and M&A bankers

ECM bankers study how sponsors, founders, and strategic holders monetize registered positions: syndicate structure, lockup carve-outs, block-trade and accelerated-bookbuild mechanics. M&A teams mine post-merger and de-SPAC 424B7s to confirm consideration and earn-out shares were properly registered and to track legacy-holder unwinds. Output supports pitch comps and registration-rights drafting in new deals.

PIPE and private placement specialists

Resale registration is the standard exit for privately placed securities tied to an effective shelf. Specialists trace the bridge from an originating 8-K to the matching 424B7, focusing on share counts (including shares underlying convertibles, warrants, and pre-funded warrants) and conversion mechanics. The corpus supports comparable-deal analysis and tracking when PIPE investors become eligible to sell.

Event-driven hedge fund analysts

Long-short and event desks monitor when sponsors, insiders, and affiliated funds register shares for resale. They key on holder identity and relationship to the issuer, pre- and post-offering ownership, and maximum offering size. Joined to Form 4 and 13D/G data, the dataset informs secondary-offering arbitrage, overhang shorts, and lockup-expiry trades.

Issuer, underwriter, and broker-dealer compliance

Compliance officers verify that takedowns were filed within the two-business-day Rule 424(b)(7) window, that the cover correctly references the base prospectus, and that selling-holder disclosure satisfies the Rule 430B omission. They also confirm aggregate registered amounts have not exceeded shelf capacity. Workflow outputs include internal audits, deficiency-letter responses, and Form S-3 eligibility reviews.

Quantitative researchers

Quant teams extract structured fields from selling-holder tables (pre-offering ownership, shares offered, post-offering ownership, percentage of class), filing date, and effective registration reference, then join to price, volume, and short-interest data. Output feeds supply-shock factors, lockup-release event studies, and execution algorithms for days around secondary events.

Governance and ownership researchers

Governance analysts map the dispersion of concentrated holdings over time using the schedule of selling holders, footnoted ties to directors and officers, and cumulative effects across successive 424B7s. The corpus supports control-status assessments and longitudinal ownership-life-cycle studies of sponsor-backed and newly public issuers.

Data engineers and LLM/RAG teams

Engineering teams use the accession-level structure, JSON metadata, and HTML/TXT/PDF document set to build normalized selling-holder tables, takedown registries, and shelf-utilization dashboards. RAG and fine-tuning teams use the corpus to train and evaluate extraction of selling-holder schedules, plan-of-distribution language, and incorporation-by-reference chains on a narrow, tabular filing type.

In summary: lawyers draft these supplements; bankers and PIPE specialists structure the deals behind them; analysts, hedge funds, and quants price the resulting supply; compliance officers police filing mechanics; governance and data teams track ownership transitions. Each reads the same document for different fields.

Specific Use Cases

Each use case below targets a specific section of the 424B7 record (selling-holder tables, plan-of-distribution language, the Rule 430B legend, file numbers, or filing timestamps) and supports a defined downstream workflow.

1. Building a registered-resale supply calendar

Parse metadata.json for filedAt and the entities[].fileNo linking each supplement to its underlying S-3/F-3 shelf, then extract the selling-securityholder table from the primary 424B7.htm document to capture per-holder shares offered. The output is a chronological calendar of registered secondary supply by issuer, used by event-driven desks and ECM analysts to anticipate block trades, dribble-out programs, and overhang pressure relative to lockup expirations and earnings windows.

2. Mapping PIPE and de-SPAC investor exits to their originating 8-Ks

Use the fileNo to group all 424B7 supplements against the same shelf, then mine the selling-holder footnotes for acquisition-history language ("acquired in connection with the merger," "issued upon conversion of the Series A Preferred," "purchased in the private placement on [date]"). Joining these footnotes to prior 8-K announcements produces a deal-by-deal trace from private placement or merger consideration through the matching resale registration, supporting comparable-deal benchmarking by PIPE specialists and de-SPAC counsel.

3. Drafting precedent search for selling-holder tables and plan-of-distribution language

Securities counsel query the corpus for plan-of-distribution clauses (block trades, ATM, distributions to limited partners, hedging carve-outs, pledge mechanics) and for footnote conventions on Rule 13d-3 aggregation, voting/dispositive power, and material-relationships disclosure. The HTML primary document and its preserved heading structure feed a precedent retriever used during 424B7 drafting and registration-rights negotiation.

4. Compliance auditing of the two-business-day filing window and Rule 430B omission

Compare the filedAt timestamp against the date of sale or first use referenced inside the supplement's cover and plan-of-distribution sections to verify each takedown was filed within the Rule 424(b)(7) two-business-day window. Cross-check the cover's Rule 430B legend, the base-prospectus reference, and the registered amount against the shelf's remaining capacity (aggregated from prior 424B7s sharing the same fileNo). The workflow drives internal audits, deficiency-letter responses, and S-3 eligibility reviews for issuers and underwriters.

5. Quantitative supply-shock and overhang factor construction

Extract the structured fields from the selling-holder table (pre-offering beneficial ownership, shares offered, post-offering ownership, percentage of class) and the EX-FILING FEES Inline XBRL exhibit (ffd:RegnFileNb, registered amount, fee basis) into a panel keyed by issuer CIK and accession number. Joined to price, volume, short-interest, and Form 4 trade data, this panel feeds supply-overhang factors, secondary-offering event studies, and execution algorithms for the days surrounding registered resale events.

6. Longitudinal sponsor and insider monetization tracking

Concatenate selling-holder tables across successive 424B7 filings sharing the same fileNo to reconstruct how sponsor funds, founders, and strategic holders draw down concentrated positions over the life of a shelf. Footnoted director and officer affiliations connect named holders to governance roles, supporting control-status assessments, sponsor-exit timelines, and ownership-life-cycle studies for newly public and sponsor-backed issuers.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-424b7-files.json

This endpoint returns dataset-level metadata (name, description, last update timestamp, earliest sample date, total records, total size, form types, container format, and file types), the download URL for the full dataset archive, and the list of individual container files with per-container metadata such as size, record count, last updated timestamp, and download URL. Use it to monitor which containers were touched in the most recent refresh run and decide which files to pull on a given day. This endpoint does not require an API key.

Example response:

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          {
        

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            "datasetId": "1f13365b-9ae0-693a-b5e3-94988da2e26f",
        

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            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-424b7-files.zip",
        

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            "name": "Form 424B7 Files Dataset",
        

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            "description": "Form 424B7 filings contain prospectus supplements filed pursuant to Rule 424(b)(7) under the Securities Act of 1933.",
        

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            "updatedAt": "2026-04-28T02:57:29.817Z",
        

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            "earliestSampleDate": "1996-09-01",
        

          8
            "totalRecords": 5434,
        

          9
            "totalSize": 206705934,
        

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            "formTypes": ["424B7"],
        

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            "containerFormat": "ZIP",
        

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            "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
        

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            "containers": [
        

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              {
        

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                "downloadUrl": "https://api.sec-api.io/datasets/form-424b7-files/2026/2026-04.zip",
        

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                "key": "2026/2026-04.zip",
        

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                "size": 4185762,
        

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                "records": 38,
        

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                "updatedAt": "2026-04-28T02:57:29.817Z"
        

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              }
        

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            ]
        

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          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-424b7-files.zip?token=YOUR_API_KEY

Returns the complete dataset as a single ZIP archive covering all 424B7 filings from the earliest sample date (1996-09-01) onward. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-424b7-files/2026/2026-04.zip?token=YOUR_API_KEY

Downloads one individual monthly container (ZIP) instead of the full dataset, which is useful for incremental updates. Container paths are listed under containers[].downloadUrl in the dataset index. This endpoint requires an API key.

Frequently Asked Questions

What does one record in this dataset represent?

One record is a single complete EDGAR submission filed under Rule 424(b)(7), identified by its 18-digit accession number. It is materialized as an accession-named folder containing a metadata.json descriptor and every document attached to the submission — typically the SGML-wrapped HTML prospectus supplement and, when applicable, an Inline XBRL filing-fees exhibit.

What form does this dataset cover, and what is its regulatory purpose?

The dataset covers Form 424B7, a prospectus supplement filed under Rule 424(b)(7) of the Securities Act of 1933. It is used to identify selling security holders and the amounts of securities those holders propose to sell when that information had previously been omitted from an effective shelf registration statement in reliance on Rule 430B.

Who files Form 424B7?

The issuer named on the underlying registration statement files the 424B7 — not the selling security holders themselves. Typical filers are domestic registrants with an effective Form S-3 shelf, well-known seasoned issuers (WKSIs) using S-3ASR automatic shelves, foreign private issuers with effective Form F-3 shelves, and, less commonly, certain S-1 registrants relying on Rule 430B(a)(2)(ii).

When must a 424B7 be filed?

Filings are event-driven. Under Rule 424(b)(7), the supplement must be filed no later than the second business day following the earlier of the first sale of registered securities by the selling holder being added or updated, or the first use of the prospectus supplement that identifies that holder.

How does 424B7 differ from other 424(b) sub-types?

424B7 is uniquely triggered by Rule 430B omission of selling-holder information, so it is filed by the issuer to enable resales by existing holders. 424B1/B4 fill in Rule 430A pricing for primary offerings, 424B2/B5 are primary shelf takedown supplements, and 424B3 is the catch-all for residual substantive changes. The presence of a 424B7 implies an underlying S-3, F-3, or S-3ASR shelf, not an S-1.

What time period does the dataset cover, and in what file format is it distributed?

The dataset begins on 1996-09-01, consistent with EDGAR's mandatory electronic filing of Securities Act submissions, and continues through the present with monthly container updates. It is distributed as ZIP containers and contains TXT, JSON, HTML, and PDF files, with modern records dominated by HTM/HTML documents plus the JSON descriptor.

What content is excluded from a 424B7 record?

Image binaries (.jpg, .gif, and similar) referenced from within the prospectus are deliberately omitted, though their existence remains discoverable through documentFormatFiles entries with type: "GRAPHIC". The base prospectus and the underlying registration statement (Form S-3 or other) are not embedded; they are incorporated by reference and must be retrieved separately using the fileNo from entities[]. Other prospectus supplements filed against the same shelf are likewise separate records.