The Form F-3D Files Dataset is a complete archive of EDGAR submissions on Form F-3D, the Securities Act of 1933 short-form registration statement filed by foreign private issuers (FPIs) to register securities offered solely under a dividend or interest reinvestment plan (a DRIP or interest reinvestment plan). One record corresponds to one accession (one filing) and contains a structured metadata.json manifest plus the original EDGAR document set — registration statement, plan prospectus, legality opinion, tax opinions, auditor consents, the Exhibit 107 filing-fee table, and any other textual exhibits the registrant attached. The dataset begins with the earliest electronically filed F-3D in March 2002 and extends to the present, mirroring the period during which mandatory EDGAR filing for FPIs was in force. Records are delivered in monthly ZIP containers; image attachments (GRAPHIC documents) are deliberately excluded from disk while their entries remain inventoried in the manifest.
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.
Download Entire Dataset:
Download a single container file (e.g. monthly archive) from the dataset.
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The dataset is built directly from EDGAR submissions whose form type is exactly F-3D. Each record is one full submission — the accession folder — and the dataset is scoped to original effective filings only. Form F-3D itself is a use-specific variant of Form F-3: a short-form Securities Act registration statement available to seasoned foreign private issuers, restricted to securities offered under a dividend or interest reinvestment plan. Because F-3D becomes effective immediately upon filing under Rule 462(e), each submission is filed in close-to-final form and is structurally complete on day one, including the prospectus describing the plan, the legal opinions required to register securities, the auditor consent permitting incorporation of audited financial statements by reference, and the filing-fee exhibit calculating the registration fee.
Coverage extends from the earliest sample date of March 2002 — consistent with the EDGAR mandate for FPIs phasing in around that time — through the present. Pre-EDGAR F-3D filings exist only on paper and are not part of this dataset. Filings made on related but distinct forms (F-3, F-3ASR, F-3MEF, S-3D, S-3, F-1, and amendments such as F-3D/A) are out of scope, as are RW (registration withdrawal) filings. The dataset is distributed as monthly ZIP containers; inside each ZIP, records are organized into folders named by the filing's 18-digit accession number (no dashes), and the file types present are TXT, JSON, and HTML.
One record in the Form F-3D Files dataset is a single, complete EDGAR submission of Form F-3D, identified by its 18-digit accession number. On disk, the record is a folder named with the zero-padded accession number (no dashes) containing a metadata.json manifest and every non-image document that EDGAR received as part of that submission. The accession folder is the unit of analysis: it bundles the registration statement, all of its companion exhibits, and the structured manifest describing the filing as EDGAR received it. There is exactly one record per accession number, one accession number per F-3D submission, and one folder per record. Records are delivered inside monthly ZIP archives partitioned by filing date, but the record granularity is always the accession folder, not the ZIP.
Form F-3D is a short-form registration statement filed under the Securities Act of 1933 by foreign private issuers to register securities offered solely pursuant to a dividend or interest reinvestment plan. It is the foreign-issuer counterpart to Form S-3D used by U.S. domestic registrants. The form's economic scope is narrow: it covers only those new securities (typically common stock, occasionally preferred stock or debt securities) that will be issued when existing security holders elect to reinvest cash dividends or interest payments in additional securities of the same issuer, often at a small discount to market and free of brokerage commissions. Because the offering universe is restricted to existing holders and the transaction mechanics are essentially mechanical reinvestments, F-3D is treated as a streamlined registration vehicle that incorporates by reference the foreign private issuer's Exchange Act reports (most importantly its Form 20-F annual report, plus designated Form 6-K furnishings) and adds only the items specific to the plan and the registration of new shares.
F-3D becomes effective immediately upon filing under Rule 462, so the filing itself is the operative registration document; there is no staff review cycle preceding effectiveness. As a result, an F-3D submission is filed in close-to-final form and is structurally complete on day one, including the prospectus describing the plan, the legal opinions required to register securities, the auditor consent permitting incorporation of audited financial statements by reference, and the filing-fee exhibit calculating the registration fee.
A record contains two layers stacked inside one accession folder.
The first layer is metadata.json, a structured manifest mirroring the EDGAR submission header and inventorying every document that was part of the submission. Top-level keys include the form type (F-3D), the canonical accession number with dashes, the ISO filedAt timestamp and effectivenessDate, a human-readable description, four EDGAR links (linkToFilingDetails to the primary HTML, linkToTxt to the complete submission, linkToHtml to the filing index, and linkToXbrl, which is empty because F-3D filings carry no XBRL data), an opaque id hash, and three arrays:
documentFormatFiles[] enumerates every document EDGAR received, with sequence, size, documentUrl, description, and type for each entry. The type values include the registration statement (F-3D), one or more exhibit labels (EX-5.1, EX-8.1, EX-8.2, EX-23.1, EX-FILING FEES, and any other exhibits the registrant attached), GRAPHIC entries for embedded image attachments, and a trailing entry whose type is blank that points to the complete-submission .txt file.entities[] carries registrant identification using the EDGAR header schema: act, cik, fileNo, irsNo, companyName, type, sic, filmNo, and tickers[].seriesAndClassesContractsInformation[] and dataFiles[] are present but empty for F-3D, because the form does not produce series/class disclosures or XBRL data files.The documentFormatFiles[] array remains the canonical inventory of the original submission even though the GRAPHIC (image) attachments themselves are deliberately omitted from disk per the dataset's image-exclusion policy.
The second layer is the document set: a small collection of HTML files corresponding to the registration statement and its exhibits, each wrapped in an EDGAR SGML <DOCUMENT> envelope. Some accessions also carry the complete submission .txt file, which concatenates every document together in SGML form as it traveled through EDGAR.
<DOCUMENT> wrapperEach file in the folder is not raw HTML; it is an SGML <DOCUMENT> block wrapping the HTML body, per the EDGAR submission convention:
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<DOCUMENT>
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<TYPE>F-3D
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<SEQUENCE>1
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<FILENAME>d36405df3d.htm
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<DESCRIPTION>F-3D
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<TEXT>
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<HTML>... full HTML content ...</HTML>
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</TEXT>
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</DOCUMENT>
<TYPE> carries the EDGAR exhibit-type label (F-3D, EX-5.1, EX-8.1, EX-8.2, EX-23.1, EX-FILING FEES, GRAPHIC, etc.). <SEQUENCE> is the ordering index within the submission, with 1 reserved for the primary registration statement. <FILENAME> reproduces the EDGAR-assigned filename. <DESCRIPTION> is a human-readable label. <TEXT> opens the body region containing the HTML payload. A parser that wants to render the HTML must first skip past the SGML preamble down to the <HTML> (or <html>) start tag; treating the file as raw HTML often appears to work because browsers tolerate the SGML header, but the EDGAR metadata will leak into the rendered output.
<TYPE>F-3D)Sequence 1 is always the registration statement / prospectus. Its cover page identifies the form ("FORM F-3 / REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933"), the exact name of the registrant, the jurisdiction of incorporation, the IRS Employer Identification Number (or notes that the registrant has none), the principal executive offices, the name and address of the registrant's authorized agent for service of process in the United States, the names and addresses of copy-to counsel, the Rule 415 delayed/continuous offering check box, the emerging growth company designation, the smaller reporting company designation where applicable, and a calculation-of-registration-fee reference (which since 2022 is a cross-reference to Exhibit 107 rather than an inline table).
The body of the prospectus describes the plan in operational detail:
The prospectus closes with the signature pages: signatures of the registrant's principal executive, financial, and accounting officers and of a majority of the board of directors, plus the authorized representative in the United States, executed under the penalties of Section 11 of the Securities Act. Powers of attorney, when used, allow attorneys-in-fact to sign on behalf of named directors and officers.
EX-5.1 is the opinion of counsel as to the validity of the securities being registered. For a foreign private issuer, this opinion is rendered by counsel qualified in the registrant's jurisdiction of incorporation (for example Marshall Islands, Cayman Islands, Bermuda, or BVI counsel). It identifies the documents reviewed (the registration statement; the registrant's articles, memorandum, or charter; bylaws; board resolutions authorizing issuance; and good-standing certificates), states the assumptions made, defines the maximum number of shares to which the opinion applies, and concludes that the shares, when issued in accordance with the plan and the corporate authorizations, will be duly authorized, validly issued, fully paid, and non-assessable. The exhibit is signed and dated and includes counsel's consent to the filing of the opinion as part of the registration statement and to references to the firm in the prospectus.
F-3D filings ordinarily carry two tax opinions because cross-border dividend reinvestment plans implicate two tax regimes. EX-8.1 typically presents the home-jurisdiction tax opinion (e.g., Marshall Islands tax counsel) covering the treatment of dividends and reinvested shares under local law and any withholding considerations. EX-8.2 typically presents the U.S. federal income tax opinion from U.S. counsel, cross-referencing the prospectus sections such as "Material United States Federal Income Tax Considerations" and "Description of the Plan — Federal Income Tax Information" and confirming that those discussions fairly summarize the material U.S. federal income tax consequences to participants. Each opinion identifies the materials reviewed, the assumptions made, the scope of the opinion, and counsel's consent to the use of its name in the prospectus. EDGAR's exhibit numbering does not encode home-vs-U.S. semantics, so identifying which exhibit covers which jurisdiction requires reading the opinion text. When only one tax opinion is filed, it is most commonly the U.S. federal income tax opinion.
The auditor consent (EX-23.1, with EX-23.2 and EX-23.3 used when more than one auditing firm is involved) is the signed letter from the registrant's independent registered public accounting firm consenting to the incorporation by reference of its audit reports — normally the report on the consolidated financial statements and, where applicable, the report on internal control over financial reporting from the most recent Form 20-F — into the F-3D registration statement, and to references to the firm under the heading "Experts" in the prospectus. The exhibit names the specific audit reports being incorporated, identifies the firm and its location, and is dated as of the F-3D filing date. EX-23 is therefore the most direct link between the F-3D record and a particular fiscal-year 20-F.
Following the SEC's 2022 amendments to the filing-fee disclosure rules (Release No. 33-10997), the registration fee calculation is presented as a separate exhibit, Exhibit 107, with the EDGAR type EX-FILING FEES. The exhibit reproduces the fee table as a structured document with columns for Security Type, Class Title, Fee Calculation or Carry Forward Rule (typically Rule 457(c) or Rule 457(o)), Amount Registered, Proposed Maximum Offering Price Per Unit, Maximum Aggregate Offering Price, Fee Rate, and Amount of Registration Fee. Carry-forward rows and offsetting rows appear when the registrant is using fees previously paid on prior registration statements. Before the 2022 transition, this information was carried on the cover page of the F-3D itself rather than as a separate exhibit.
Depending on the registrant and the plan, additional exhibits may accompany the F-3D and follow the same SGML <DOCUMENT> wrapper convention:
EDGAR submissions carry binary image attachments (typically JPEG) for any logos, signatures, or charts embedded in the HTML. These are listed inside documentFormatFiles[] with type GRAPHIC so that the original image inventory is preserved, but the binary files themselves are excluded from the on-disk record. As a consequence, any <IMG SRC="...jpg"> reference inside the HTML files will fail to resolve when rendered locally. Consumers needing the images can retrieve them from the EDGAR filing index using the linkToHtml value in metadata.json.
When present, the .txt file that appears as a trailing entry in documentFormatFiles[] is the EDGAR complete-submission file: a single SGML document concatenating the submission header and every <DOCUMENT> block from the filing in order. It duplicates content already available in the per-document HTML files but is occasionally useful for parsers that prefer a single-stream view of the submission.
A record in this dataset includes:
metadata.json manifest with full EDGAR header structure<DOCUMENT> wrappers that encode each document's EDGAR type, sequence, filename, and description.txt file when presentGRAPHIC documents — JPEGs of company logos, scanned signatures, or chart images) are excluded from the on-disk record, although their entries remain inventoried in documentFormatFiles[].F-3D. RW (registration withdrawal) filings are likewise out of scope.The substantive content of an F-3D filing has been quite stable since the form's introduction, but two regulatory shifts materially affect the record anatomy across the dataset's coverage window.
The first is the SEC's June 2005 Securities Offering Reform, which modernized the short-form registration regime. While Reform's most visible effects were on F-3 and S-3 (introducing the well-known seasoned issuer concept and automatic shelf registration on F-3ASR), it also reshaped incorporation-by-reference mechanics for the entire F-3 family, including F-3D, by allowing forward incorporation of subsequently filed Exchange Act reports. Records filed after 2005 carry expanded incorporation-by-reference language reflecting these mechanics.
The second is the SEC's October 2021 amendment of the filing-fee disclosure rules (Release No. 33-10997), which moved the calculation-of-registration-fee table off the cover page and into a dedicated exhibit, Exhibit 107, with EDGAR type EX-FILING FEES. Compliance was phased in beginning in 2022 and became mandatory thereafter. F-3D records filed before this transition show the fee calculation as a cover-page table on the primary document; records filed after the transition show a separate EX-FILING FEES exhibit and a cross-reference on the cover page. The Exhibit 107 fee table also uses a structured HTML/XML representation of the fee data that is not present in pre-2022 records.
Smaller-footprint changes include the addition of cover-page check boxes over time to capture emerging growth company status (post-JOBS Act, 2012), smaller reporting company status, and additional Securities Act and Exchange Act compliance representations.
EDGAR mandated electronic filing for foreign private issuers progressively, and F-3D filings have been submitted electronically throughout the dataset's coverage. Early filings tend to be plain ASCII text wrapped in the SGML <DOCUMENT> envelope or HTML 3.2-era markup with minimal styling and simpler tables. From the mid-2000s onward, HTML became universal for the primary document and exhibits, and modern filings use rich HTML with CSS-driven styling, embedded fonts, and complex tables. The SGML <DOCUMENT> wrapper convention has remained constant throughout, so a parser written against the wrapper works across the entire history.
Several practical considerations affect how an F-3D record should be read.
Amendments are filed on Form F-3D/A and are not in scope here, so the dataset captures only original effective filings. To reconstruct a registrant's full registration history including post-effective amendments, F-3D/A filings (and any RW withdrawals) must be retrieved separately.
Incorporation by reference is the dominant mechanism for delivering financial and risk-factor content in F-3D filings, which means that the prospectus body is intentionally short and refers extensively to the registrant's Form 20-F and Form 6-K furnishings. Substantive analysis of the registrant's financial position, business description, or detailed risk factors requires retrieving those incorporated documents.
EX-23 (auditor consent) is the most reliable anchor for tying an F-3D to a specific fiscal-year 20-F, because it names the exact audit reports being incorporated by reference and the date of those reports.
The two tax opinions (EX-8.1 and EX-8.2) are jurisdictionally split. EDGAR exhibit numbering does not encode home-vs-U.S. semantics, so the opinion text itself must be read to determine which jurisdiction each opinion covers. When only one tax opinion is filed, it is typically the U.S. federal income tax opinion, since U.S. tax consequences for participating shareholders are nearly always material.
Image references inside the HTML will be broken because GRAPHIC files are excluded from disk; consumers rendering HTML for display should either suppress missing-image warnings or pull the original images from the EDGAR filing index using linkToHtml.
The SGML preamble must be stripped before HTML parsing. Treating the file as raw HTML will succeed in many cases (browsers tolerate the SGML header) but will leak EDGAR header metadata into the rendered output.
Filer identification in entities[] follows the EDGAR header schema; consumers should rely on the documented fields (act, cik, fileNo, irsNo, companyName, type, sic, filmNo, tickers) and use cik as the canonical join key against other SEC datasets. The tickers[] array is populated from EDGAR's company-tickers mapping at the time of capture and may include all listed tickers for the registrant rather than a single primary symbol; it can also be empty for issuers without a publicly listed U.S. ticker.
Each Form F-3D is a registration statement filed by a foreign private issuer (FPI) to register securities issued under a dividend or interest reinvestment plan. The filer is the issuer of the underlying securities, not the plan administrator, transfer agent, or broker that operates plan mechanics (those parties may be named in the prospectus as plan agent but are not registrants).
An issuer qualifies as a foreign private issuer under Rule 405 of the Securities Act and Rule 3b-4 under the Exchange Act if it is a non-U.S. entity (other than a foreign government) and either:
FPI status is tested annually as of the last business day of the issuer's second fiscal quarter. Typical filers are non-U.S. operating companies, holding companies, and banks with U.S.-listed equity (often via ADRs) or U.S.-registered debt.
The filing is event-driven, not periodic. Section 5 of the Securities Act requires every offer and sale of securities to be registered or exempt; each share issued to plan participants in exchange for reinvested cash dividends or interest is a new offer and sale. F-3D registers those issuances. Specific triggers include:
Under Rule 462(e) of the Securities Act, a Form F-3D filed by an eligible issuer for offerings under a dividend or interest reinvestment plan becomes effective automatically upon filing, with no staff review or formal effectiveness order. Practical consequences:
There is no recurring annual or quarterly F-3D obligation; frequency varies by issuer based on plan uptake and dividend policy.
F-3D is a special-purpose variant of Form F-3 and inherits its registrant requirements. The issuer must:
The short-form regime relies on incorporation by reference to the issuer's Exchange Act filings (typically the most recent Form 20-F and any Forms 6-K), which is why F-3D filings themselves are short, centered on the plan prospectus and exhibits.
The form's transaction requirement restricts it to offerings under a dividend or interest reinvestment plan made to existing security holders. Significant optional cash purchase features, employee benefit plan offerings, and unrelated capital raises cannot be combined into an F-3D; those use Form F-3, Form S-8, or another appropriate form.
Form F-3D occupies a narrow corner of EDGAR defined by two constraints: the filer is a foreign private issuer (FPI), and the registered securities are offered solely under a dividend or interest reinvestment plan (DRIP/IRP). Its closest neighbors are the domestic DRIP counterpart, the broader F-3 short-form family it inherits from, and a handful of other Securities Act registration vehicles and prospectus filings that are easy to confuse with it. Each comparison below is framed around filer population, transaction scope, eligibility, effectiveness mechanics, and exhibit set.
S-3D is the direct mirror of F-3D for U.S. domestic registrants. Both are use-specific variants of a short-form registration statement, both register only DRIP/IRP shares, both become effective upon filing without staff review, and both carry essentially the same exhibit set: plan prospectus, legal and tax opinions, filing fee table, and auditor consents.
The only meaningful axis of difference is the filer regime. S-3D filers report on Forms 10-K, 10-Q, and 8-K and meet S-3 eligibility under domestic-issuer rules; F-3D filers report on Forms 20-F, 40-F, or 6-K and qualify under FPI-specific F-3 eligibility. S-3D volume materially exceeds F-3D volume because the domestic DRIP-running issuer base is far larger. The two datasets are complements, not substitutes, when full DRIP coverage is required.
F-3 is the general short-form registration statement available to seasoned FPIs that meet reporting-history, public-float, and listing eligibility tests. Form F-3ASR is the automatic shelf variant for FPI WKSIs, with immediate effectiveness and pay-as-you-go fee mechanics. F-3D is technically a use-specific F-3 variant restricted to DRIP/IRP offerings.
Practical contrasts:
Researchers tracking FPI capital raising look to F-3 and F-3ASR; researchers tracking the administrative plan-share issuance pipeline look to F-3D.
S-3 is the domestic analog of F-3: the general-purpose short-form for shelf takedowns, secondary offerings, and similar transactions, and the single highest-volume registration form on EDGAR. It is included here because issuers running DRIPs sometimes register plan shares on a regular Form S-3 rather than on the dedicated S-3D variant. S-3 differs from F-3D on every primary axis: filer population (domestic vs FPI), scope (general capital raising vs DRIP-only), effectiveness (staff review vs effective on filing), and filing footprint (extensive 424B supplement stream vs a single compact registration).
F-1 is the long-form registration statement for FPIs that do not meet F-3 eligibility, used most often for first-time foreign registrants and FPI IPOs. F-1 requires full standalone disclosure rather than incorporation by reference from periodic reports, and it is subject to substantive staff review.
The contrast with F-3D is at maximum width: F-1 is a heavyweight initial-entry document for unseasoned FPIs, while F-3D is a lightweight, formulaic plan registration available only to already-seasoned FPIs. The two never substitute. Researchers studying FPI market entry should use F-1; F-3D is irrelevant for that purpose.
Rule 424 filings — 424A, 424B variants, and 424H — are not registration statements; they are the prospectus and prospectus supplement deliveries that follow an effective registration. The link to F-3D is that the operative DRIP plan prospectus is normally bundled into the F-3D filing itself rather than appearing as a follow-on 424B supplement. F-3 and F-3ASR registrations, in contrast, are routinely followed by streams of 424B supplements documenting individual takedowns. Researchers looking for the actual plan prospectus for an FPI DRIP should expect to find it inside the F-3D, not in a downstream 424 filing.
F-3D is defined by the intersection of three constraints that no other form satisfies simultaneously:
This explains the small record count and modest aggregate file size: F-3D is the complete, low-volume, plan-registration slice of the FPI registration stack. It complements S-3D (domestic DRIPs), F-3 / F-3ASR (broader FPI capital raising), and S-8 (employee plan registrations) without substituting for any of them. For plan-based share issuance by FPIs, F-3D is the primary source; for any other FPI registration activity, one of the neighbors above is the correct dataset.
Different professionals pull different parts of an F-3D record, anchored to the recurring exhibit schema (plan prospectus, EX-5.1 legality opinion, EX-8.x tax opinions, Exhibit 107 filing-fee table, EX-23.x consents, and the metadata.json header).
Disclosure lawyers advising foreign private issuers use the prospectus body and Item 16 exhibit index as a precedent library: share-source mechanics (newly issued vs. open-market), pricing and discount formulas, enrollment and withdrawal terms, suspension rights, and plan-administrator arrangements. EX-5.1 legality opinions and signature/POA blocks anchor drafting checklists and redlines for new F-3D submissions.
Tax attorneys mine EX-8.x opinions for treatment of reinvested dividends and interest held by US holders of foreign-issuer securities: PFIC analysis, withholding and treaty positions, basis in plan-acquired shares, and should-vs-will conclusions. Used as drafting precedent and as comparable-position support when issuing new opinions.
Coverage and structuring bankers use Exhibit 107 share counts, prospectus discount and pricing terms, and filing frequency to identify which non-US registrants run US-registered DRIPs and on what economics. Feeds pitch books and structuring recommendations for issuers considering establishing or refreshing a plan.
Operations and product teams reconcile their plan rules against the registered prospectus: share source, fractional shares, participant fees, and reporting. Post-effective amendments inside the F-3D record drive updates to enrollment portals, participant disclosures, and back-office accounting. Also used in onboarding diligence when competing for a plan mandate.
Corporate-actions analysts validate event notices against the F-3D prospectus before processing reinvestment elections: discount eligibility, registered scope, fractional handling. Critical for translating plan mechanics into instructions distributed through ADR and custody networks.
Compliance teams at issuers, administrators, and broker-dealers track effective F-3D registrations, remaining shelf capacity, and amendment timing. Exhibit 107 fee tables and EX-23.x consents are reconciled against internal registration logs to confirm fee continuity and exhibit currency across the post-2002 history.
Product managers deciding which securities qualify for automatic DRIP service read the prospectus for eligibility, share source, and fees, then map those terms into platform rules and client-facing disclosures.
Analysts pull Exhibit 107 share counts, filing dates, and metadata.json fields (issuer, CIK, country of incorporation) to track DRIP adoption by foreign private issuers across jurisdictions and sectors.
Auditors reconcile share issuance under the plan against transfer agent records and share-count rollforwards using Exhibit 107 registered amounts, prospectus pricing/discount mechanics, and any post-effective amendments to confirm issuance stayed within registered limits.
Vendors ingest the full submission package plus metadata.json to build exhibit-level retrieval, registration trackers, and classifiers. The recurring exhibit set (EX-5.1, EX-8.x, EX-23.x, Exhibit 107) makes F-3D a clean target for normalization and backfill from March 2002 forward.
Teams building cross-border filing assistants use F-3D as bounded training and evaluation material: a small, recurring exhibit schema for fine-tuning extractors, benchmarking exhibit classifiers, and testing QA over DRIP plan terms and US tax treatment of foreign-issuer reinvestment.
The Form F-3D Files dataset supports a small set of operational workflows where the recurring exhibit schema and the FPI/DRIP scope of the form make it the canonical source.
Cross-border securities counsel preparing a new F-3D for a foreign private issuer pull the body of the prospectus (sequence 1) from comparable filings to assemble redline-ready clauses for share source (newly issued vs. open-market), discount and pricing formulas, fractional-share treatment, enrollment, withdrawal, suspension, and plan-administrator arrangements. EX-5.1 from jurisdiction-matched counsel (Marshall Islands, Cayman, Bermuda, BVI) is paired with the prospectus to seed the legality-opinion exhibit. Output: a clause bank and exhibit templates keyed by issuer jurisdiction.
Forensic accountants and issuer finance teams use the Exhibit 107 (EX-FILING FEES) Amount Registered column, together with the prospectus pricing and discount mechanics, to compute the registered share ceiling for a plan and reconcile it against transfer-agent issuance rollforwards. The effectivenessDate in metadata.json anchors the start of the registered window. Workflow output: a registered-vs-issued capacity report flagging any approach to the cap that would require a new F-3D or an F-3D/A.
Auditors and compliance reviewers use EX-23.x consents to identify the exact audit reports the F-3D incorporates by reference, then pull the named fiscal-year Form 20-F from EDGAR using the registrant's cik from entities[]. This produces a verified link between the registration and the audited financial statements supporting it, used in workpaper assembly and successor-auditor transitions where consent currency must be confirmed.
Inbound US tax counsel mine EX-8.x opinions across the dataset for recurring conclusions on PFIC treatment, US withholding and treaty application, basis in plan-acquired shares, and "should" vs "will" language on reinvested-dividend taxation. Because EDGAR exhibit numbering does not encode jurisdiction, the opinion text is read to separate home-country opinions from US federal opinions. Output: a comparable-position memo and citation set used when drafting new EX-8.x opinions for similar FPI plans.
ECM bankers and retail brokerage product teams use metadata.json (cik, companyName, sic, tickers, filedAt) joined with Exhibit 107 share counts and prospectus discount terms to enumerate which foreign private issuers run US-registered reinvestment plans, on what economics, and how recently they refreshed registration. Feeds pitch lists for plan establishment or refresh mandates and platform-eligibility decisions for automatic DRIP enrollment of ADRs and FPI ordinaries.
Corporate-actions desks at custodians, depositaries, and brokers cross-check inbound DRIP event notices against the F-3D prospectus before processing client reinvestment elections, confirming discount eligibility, registered scope (class of security), and fractional-share handling. The prospectus body and EX-5.1 share-class scope are the operative references. Workflow output: validated reinvestment instructions distributed through ADR and custody pipelines.
Legal-tech and RAG developers use the recurring F-3D exhibit set (F-3D, EX-5.1, EX-8.1, EX-8.2, EX-23.1, EX-FILING FEES) and the SGML <DOCUMENT> wrappers as labeled training data for exhibit-type classification, section segmentation of plan prospectuses, and extractive QA over DRIP plan terms and US tax conclusions. The pre-2022 vs post-2022 fee-table format split (cover-page table vs Exhibit 107) doubles as a structured-extraction benchmark across a clear regulatory transition.
The Form F-3D Files Dataset is exposed through three access patterns: a JSON index endpoint for metadata, a single archive download for the full dataset, and per-month container downloads for incremental access.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-f3d-files.json
This endpoint returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total record and byte counts, covered form types, container format, and file types) along with the full list of monthly container files. Each container entry includes its size, record count, last updated timestamp, and direct download URL. Polling this endpoint is the recommended way to detect which monthly containers were refreshed in the latest run and selectively download only the changed files. This endpoint does not require an API key.
Example response:
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{
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"datasetId": "1f13365b-9ae0-6a26-9c2d-480d53e0c902",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-f3d-files.zip",
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"name": "Form F-3D Files Dataset",
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"updatedAt": "2026-04-16T08:31:11.834Z",
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"earliestSampleDate": "2002-03-01",
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"totalRecords": 582,
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"totalSize": 4924451,
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"formTypes": ["F-3D"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "JSON", "HTML"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-f3d-files/2025/2025-06.zip",
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"key": "2025/2025-06.zip",
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"size": 18432,
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"records": 2,
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"updatedAt": "2025-06-30T21:14:08.000Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-f3d-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive covering all F-3D filings from March 2002 to present. This endpoint requires an API key passed via the token query parameter.
Download Single Container: https://api.sec-api.io/datasets/form-f3d-files/2025/2025-06.zip?token=YOUR_API_KEY
Each container is one monthly ZIP, keyed by year and month (e.g. 2025/2025-06.zip). Inside each ZIP, records are organized into folders named by the filing's 18-digit accession number; every folder contains a metadata.json file alongside the original EDGAR documents (registration statement, prospectus, exhibits, and supporting attachments). This endpoint requires an API key.
The dataset covers exactly one EDGAR form type: F-3D, the Securities Act of 1933 short-form registration statement filed by foreign private issuers to register securities offered solely under a dividend or interest reinvestment plan. Related forms — F-3, F-3ASR, F-3MEF, S-3D, F-1, and amendments such as F-3D/A — are out of scope.
One record is one complete EDGAR submission of Form F-3D, identified by an 18-digit accession number. On disk, each record is a folder named with the zero-padded accession number (no dashes) containing a metadata.json manifest plus every non-image document EDGAR received with that submission — the registration statement, plan prospectus, legality opinion, tax opinions, auditor consents, the filing-fee exhibit, and any other textual exhibits the registrant attached.
The filer is always a foreign private issuer — a non-U.S. operating company, holding company, or bank that meets the FPI tests under Rule 405 of the Securities Act and Rule 3b-4 under the Exchange Act and that satisfies Form F-3 eligibility (twelve months of timely Exchange Act reporting and no specified material defaults). Plan administrators, transfer agents, and broker-dealers that operate plan mechanics are not filers.
F-3D filings are event-driven, not periodic. They are typically made when a new plan is adopted, when the registered share pool of an existing plan is running low, when material plan amendments require fresh registration, or following corporate reorganizations that change the issuing entity. Under Rule 462(e), an F-3D becomes effective automatically on filing, with no staff review.
The earliest sample date is March 2002, consistent with the EDGAR mandate for foreign private issuers phasing in around that time, and coverage runs to the present. Pre-EDGAR F-3D filings exist only on paper and are not part of this dataset.
The dataset is distributed as monthly ZIP containers. File types inside each container are TXT, JSON, and HTML — the metadata.json manifest, HTML files for the registration statement and exhibits (each wrapped in an EDGAR SGML <DOCUMENT> envelope), and, when present, the EDGAR complete-submission .txt file. Image attachments (GRAPHIC documents) are excluded from disk while their entries remain inventoried in metadata.json.
S-3D is the direct domestic counterpart to F-3D and registers DRIP/IRP shares for U.S. domestic issuers; the two are complements rather than substitutes. F-3 is the broader FPI short-form covering primary, secondary, debt, and shelf offerings with staff review and downstream 424B prospectus supplements; F-3D is narrower (DRIP/IRP only) but immediately effective on filing and rarely generates downstream 424B traffic because the plan prospectus is bundled into the registration itself.