Form NT 15D2 Files Dataset

The Form NT 15D2 Files Dataset is a complete EDGAR archive of NT 15D2 and NT 15D2/A notifications — the Rule 12b-25 filings used when a registrant cannot deliver, within 90 days of a Securities Act registration statement's effective date, the certified financial statements required by Rule 15d-2 of the Securities Exchange Act of 1934. One record is one EDGAR submission, packaged as an accession-numbered folder containing a structured metadata.json plus the filer-supplied notification document(s). The filer is always the registrant whose 1933 Act registration became effective without certified prior-year financials, signed by an authorized officer of that registrant. The dataset spans EDGAR's full history for these form codes, from February 1994 to the present, and includes both original notifications and NT 15D2/A amendments. Because the Rule 15d-2 obligation is narrow and infrequently triggered, NT 15D2 is one of the rarest form codes on EDGAR; the corpus is valued for exhaustive coverage of a specific lifecycle moment rather than for volume.

Update Frequency
Daily
Updated at
2026-04-16
Earliest Sample Date
1994-02-01
Total Size
51.3 KB
Total Records
15
Container Format
ZIP
Content Types
TXT, JSON, HTML
Form Types
NT 15D2, NT 15D2/A

Dataset APIs

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.

Download Single Container:

Dataset Files

13 files · 51.3 KB
Download All
2025-05.zip5.0 KB1 records
2023-05.zip4.2 KB1 records
2007-05.zip3.2 KB1 records
2003-05.zip5.1 KB1 records
2002-11.zip4.2 KB1 records
2002-03.zip3.2 KB1 records
2001-09.zip2.7 KB1 records
2000-08.zip4.2 KB1 records
1999-07.zip9.3 KB3 records
1997-01.zip1.0 KB1 records
1996-08.zip2.8 KB1 records
1995-11.zip3.5 KB1 records
1994-02.zip2.9 KB1 records

What This Dataset Contains

The dataset captures every Form NT 15D2 and Form NT 15D2/A submission filed to EDGAR from February 1994 to the present. The unit of observation is the filing — not the issuer, not a periodic observation, and not an individual disclosure field. Each accession folder corresponds one-to-one with the unique accession number EDGAR assigned at the moment of submission, and that accession is the durable identifier that ties the dataset record back to the canonical filing on sec.gov/Archives.

Form NT 15D2 is a notification of inability to timely file a special financial report. The legal scaffolding has two layers. Rule 15d-2 under the Securities Exchange Act of 1934 requires a registrant whose registration statement under the Securities Act of 1933 became effective without certified financial statements for the registrant's most recent full fiscal year to file a special financial report containing those certified statements within 90 days after the effective date. Rule 12b-25 in turn permits a registrant that cannot meet a periodic or special-report deadline to file a notification on Form 12b-25, securing — where the conditions in Rule 12b-25(b) are satisfied — a short automatic extension. When the late filing is the Rule 15d-2 special report, EDGAR assigns the submission the form type NT 15D2; when the late filing is instead a 10-K, 10-Q, 20-F, 11-K, 10-D, N-CEN, or N-CSR, EDGAR uses the corresponding NT code applied to the same paper Form 12b-25. This dataset is filtered to NT 15D2 and NT 15D2/A only.

A consequence of that design: the underlying paper artifact is always the SEC's Form 12b-25 — "Notification of Late Filing" — and what distinguishes an NT 15D2 from an NT 10-K or NT 10-Q is which underlying-form checkbox is selected on the cover page combined with the EDGAR header tagging, not the structure of the notification itself. The dataset is distributed as ZIP archives partitioned by filing month, and the file types found across its full historical range are TXT, JSON, and HTML — reflecting, respectively, the early ASCII/SGML era, the metadata layer added by the dataset, and the modern HTML era. Image files that may have appeared in the original EDGAR submission are excluded from the dataset copy.

Content Structure of a Single Record

Container layout

Inside any monthly slice, each filing occupies its own subfolder whose name is the 18-digit accession number with EDGAR's hyphenation stripped (the canonical accession 0001140361-25-017730 becomes folder name 000114036125017730). The shape on disk is:

1 <YYYY-MM>/
2 <accession-no-stripped>/
3 metadata.json
4 <primary-notification>.htm
5 [additional documents, if any]

Because Form NT 15D2 is a short, almost entirely boilerplate notification, the typical accession folder contains only metadata.json plus a single primary notification document — usually an HTML file whose name embeds the form code by convention (for example *_nt15d2.htm). Exhibits are extremely rare on this form.

The metadata.json layer

metadata.json is the structured, machine-readable representation of the EDGAR submission header for the accession. It captures everything an extractor would otherwise have to parse out of the raw SGML preamble. The intentional, documented fields are:

  • formType — the EDGAR form code, either "NT 15D2" or "NT 15D2/A".
  • accessionNo — the canonical hyphenated accession number.
  • filedAt — full ISO-8601 timestamp with timezone for the moment EDGAR accepted the submission.
  • effectivenessDate — the EDGAR effectiveness date for the submission (typically the same calendar day as filedAt for an NT-form notification).
  • periodOfReport — the fiscal period to which the late special report pertains, typically a fiscal year-end date in YYYY-MM-DD form.
  • description — the boilerplate human description, e.g. "Form NT 15D2 - Notification of inability to timely file special report [Section 15d-2]".
  • linkToFilingDetails — direct URL to the primary document on sec.gov/Archives.
  • linkToTxt — URL to the complete-submission .txt (SGML) bundle as it lives on EDGAR.
  • linkToHtml — URL to the EDGAR -index.htm filing landing page.
  • linkToXbrl — empty for NT 15D2; this notification carries no XBRL.
  • id — opaque dataset record identifier.
  • documentFormatFiles — array describing every file attached to the submission, with sequence, size (bytes, as a string), documentUrl, description, and type per entry. The complete-submission .txt wrapper file conventionally appears here with single-space placeholders in sequence and type.
  • dataFiles — array; consistently empty for NT 15D2.
  • seriesAndClassesContractsInformation — array; populated only for fund/series filings and consistently empty here.
  • entities — array of filer/related-party records. Each entity object captures companyName (with the role suffix such as (Filer) baked into the value), cik, fileNo (often the file number of the underlying registration statement that triggered the Rule 15d-2 obligation, e.g. an S-1 or S-4 file number), filmNo, act (typically "34"), type (the role/form type, e.g. "NT 15D2"), sic (combined SIC code and description in one string), stateOfIncorporation, and fiscalYearEnd in MMDD form.

The notification document: Form 12b-25 anatomy

The substantive content of the record lives in the primary notification document. In the modern era the file carries an .htm extension, but its bytes typically begin with the EDGAR SGML <DOCUMENT> wrapper around the HTML body — the same envelope used for documents extracted directly from a complete-submission text file. The wrapper looks like:

1 <DOCUMENT>
2 <TYPE>NT 15D2
3 <SEQUENCE>1
4 <FILENAME>...nt15d2.htm
5 <DESCRIPTION>NT 15D2
6 <TEXT>
7 <html>... rendered Form 12b-25 ...</html>
8 </TEXT>
9 </DOCUMENT>

Inside the <TEXT> block sits the rendered SEC Form 12b-25, which has the following internal structure, presented in the order a reader encounters it.

Cover-page header

The header reproduces the SEC identification — "UNITED STATES / SECURITIES AND EXCHANGE COMMISSION / Washington, D.C. 20549" — alongside an "SEC FILE NUMBER" box typically populated with the file number of the underlying registration statement (commonly an S-1 or S-4 number, since Rule 15d-2 obligations attach to Securities Act registrants). The form title FORM 12b-25 — NOTIFICATION OF LATE FILING appears prominently at the top. A CUSIP NUMBER box appears on later versions of the form and is typically left blank for an NT 15D2.

Underlying-form checkbox row

A horizontal checkbox row identifies which periodic or special report is late. The choices are Form 10-K, Form 20-F, Form 11-K, Form 10-Q, Form 10-D, Form N-CEN, and Form N-CSR. For an NT 15D2, the checked box reflects the form on which the special financial report is being filed — most commonly Form 10-K, because the Rule 15d-2 special report is a one-time annual-style certified financial statement filing. This is the structural cue distinguishing an NT 15D2 from an NT 10-K despite both potentially showing a checked Form 10-K box: only the EDGAR formType and the Part III narrative content disambiguate the two.

Period and transition-report indicators

A For Period Ended: field captures the fiscal period covered by the late report (mirroring periodOfReport in metadata.json). A small set of "Transition Report" indicator rows allows the filer to flag a transition-period scenario and capture a transition-period end date. Both are filer-completed structured fields rather than narrative blocks.

Part I — Registrant Information

Part I carries the registrant's full legal name, any former name (often Not Applicable), and the registrant's address. It is the issuer-identification anchor of the document and corresponds to the entities[*].companyName value in metadata.json.

Part II — Rules 12b-25(b) and (c)

Part II contains three checkboxes addressing the conditions for relief under Rule 12b-25. The (a) checkbox attests that the registrant cannot eliminate the inability to file without unreasonable effort or expense; the (b) checkbox commits to filing the late report within the Rule 12b-25(b) extension window (typically 15 calendar days for an annual-type report or 5 calendar days for a quarterly-type report); and the (c) checkbox attests that an accountant's statement, where applicable, is attached as Exhibit 1. The pattern of checked boxes encodes whether the filer is asserting Rule 12b-25(b) relief and whether an accountant attestation accompanies the filing — a load-bearing piece of structured information embedded in the otherwise narrative document.

Part III — Narrative explanation

Part III is the only substantial free-text block. It states the reason the registrant cannot file the special financial report on time. Typical content includes the operative facts (auditor resignation, ongoing audit work, restatement reviews, complex business combinations or consolidations, internal-control remediation), a recitation of the Rule 15d-2 obligation and the registration statement that triggered it (frequently citing a Form S-1 or S-4 and its effective date), and an estimate of when the special report is expected to be filed. Because Rule 15d-2 specifically governs the 90-day post-effectiveness window for delivering certified financials that were not in the registration statement, NT 15D2 Part III narratives commonly cite both the registration statement file number and the running 90-day clock.

Part IV — Other Information

Part IV is a short structured block with three numbered items. Item (1) captures a contact person — typically a name and direct telephone number for the filer's representative. Item (2) is a Yes/No question on whether all other required periodic reports have been filed (or will be filed within the relevant period). Item (3) is a Yes/No question on whether any significant change in results of operations from the corresponding prior period is anticipated; if Yes, the filer is expected to provide a narrative explanation and quantitative estimate immediately below the question.

Signature block

The document closes with a signature block dated and signed by an authorized officer of the registrant. The block carries the registrant's name, the date, a typed or /s/ electronic signature, the signatory's printed name, and the signatory's title (commonly Chief Financial Officer or principal accounting officer).

What the record includes

Each record packages, in one accession folder, the structured EDGAR submission header (metadata.json), the primary notification document carrying the full Form 12b-25 narrative and its checkbox/Part structure, and any additional documents that may have accompanied the submission — most often none, but occasionally a brief Exhibit 1 accountant statement supporting the Part II(c) attestation when an accountant is unable to provide the required certification. The documentFormatFiles array enumerates the complete attached file inventory for the submission.

What is excluded or structurally separate

Image files that may have been part of the original EDGAR submission are excluded from the dataset copy. The dataset contains only the NT 15D2 notification (and any NT 15D2/A amendment); it does not include the underlying registration statement that triggered the Rule 15d-2 obligation, the late special report itself once eventually filed, or any subsequent periodic reports. Cross-references to the registration statement appear within the Part III narrative and within the entities[*].fileNo field, but the referenced registration filing lives in a separate dataset and at a separate EDGAR location. NT 15D2 carries no XBRL or iXBRL content; linkToXbrl and dataFiles are accordingly empty.

Changes in form structure over time

The high-level anatomy of Form 12b-25 — cover-page header, underlying-form checkbox row, period and transition-report indicators, Parts I through IV, signature block — has been stable across the EDGAR era. The underlying-form checkbox row has accreted options as new periodic filings were created: Form 10-D (asset-backed-securities periodic report) was added in 2005, Form N-CSR (registered investment company shareholder report certification) in 2003, and Form N-CEN replaced Form N-SAR in 2018. Older NT 15D2 filings therefore display fewer checkbox options than current filings, though the NT 15D2 use case is unaffected by those additions because the relevant box is almost always Form 10-K. The substantive disclosure regime — Part II's Rule 12b-25(b) and (c) attestations and the 15-calendar-day extension window for annual-type reports — has remained materially unchanged. Periodic SEC technical amendments to Rule 12b-25 and Rule 15d-2 have refined deadlines and definitions without restructuring the four-Part anatomy.

Changes in data format over time

Form 12b-25 submissions in the early EDGAR years (1994 through the late 1990s) were filed as plain ASCII text inside the SGML <DOCUMENT> wrapper, with checkboxes rendered as bracketed [X] markers and Parts laid out as preformatted text. Through the 2000s, filers transitioned to HTML bodies still encapsulated in the SGML <DOCUMENT>...<TEXT>...</TEXT></DOCUMENT> envelope, which is the dominant pattern in the modern dataset. The persistent SGML wrapper around modern HTML files is a format characteristic that downstream parsers must accommodate by tolerating a non-HTML preamble or stripping the wrapper before parsing. PDF renditions are not part of the dataset for this form.

Interpretation and extraction notes

Several nuances bear on extraction and interpretation:

  • Form-code disambiguation. The same paper Form 12b-25 underlies several distinct EDGAR form codes (NT 10-K, NT 10-Q, NT 20-F, NT 11-K, NT 10-D, NT N-CEN, NT N-CSR, NT 15D2). Only the combination of the EDGAR formType header field and the cover-page checkbox state reliably identifies an NT 15D2 as a Rule 15d-2 special-report notification.
  • Amendments. NT 15D2/A filings share the same internal structure as the original notification and supersede the prior submission for the same period rather than supplementing it. To pair amendments with originals, join on entities[*].cik plus periodOfReport.
  • fileNo semantics. The entities[*].fileNo value typically references the underlying Securities Act registration statement (for example, an S-1 or S-4 file number) rather than a Section 12 file number, because Rule 15d-2 attaches to Securities Act registrants who became subject to Section 15(d) reporting on registration effectiveness.
  • Structured anchors versus narrative. Part III is unstructured free text and exhibits considerable filer-to-filer variation in length, formality, and quantitative detail. The structured cues that anchor automated extraction are the EDGAR formType, the periodOfReport, the registration fileNo, the cover-page underlying-form checkbox, the Part II(a)/(b)/(c) attestation pattern, the Part IV Yes/No items, and the signatory title in the signature block.
  • SGML wrapper handling. Modern .htm documents in the dataset begin with the EDGAR <DOCUMENT> envelope before the <html> tag; HTML parsers should either be tolerant of a leading non-HTML preamble or strip the wrapper before parsing.
  • Filing-software boilerplate. Many modern NT 15D2 documents include a filing-vendor HTML comment in the head (for example, comments naming Broadridge PROfile or similar EDGAR-filing tools). These are cosmetic artifacts of document generation and not part of the regulatory content.
  • Rarity. NT 15D2 records are uncommon in absolute terms because the Rule 15d-2 special-report obligation itself is a narrow and infrequently triggered requirement. Many monthly partitions hold only a single accession folder, and some months hold none.

Who Files or Publishes This Dataset, and When

Who files the record

Each record in this dataset is a notification submitted to EDGAR by a registrant that owes a special financial report under Rule 15d-2 of the Securities Exchange Act of 1934 and has determined it cannot file that report by the prescribed deadline. The filer is the registrant itself — the same legal entity whose Securities Act of 1933 registration statement became effective without certified financial statements for its most recent full fiscal year. The notification is signed by an authorized officer of the registrant; underwriters, auditors, transfer agents, and selling shareholders are not the filing party.

Filing population

The eligible filer is a registrant that:

  • had a registration statement under the Securities Act of 1933 (for example, Form S-1, S-11, F-1, or another 1933 Act form) become effective; and
  • did not include in that registration statement certified (audited) financial statements for its last full fiscal year preceding the fiscal year in which effectiveness occurred; and
  • is therefore obligated under Rule 15d-2 to file a special financial report containing those audited statements within 90 days after the effective date.

The population is structurally narrow. It is generally limited to domestic operating-company issuers, smaller reporting companies, and emerging growth companies that registered securities under the 1933 Act and whose effectiveness preceded the availability of audited prior-year financials. Foreign private issuers, investment companies, asset-backed issuers, and employee benefit plans satisfy any catch-up disclosure through different reporting regimes and generally do not produce NT 15D2 records.

Triggering event

The record is event-driven, not periodic. Two rules combine to create the obligation:

  1. Rule 15d-2 (Exchange Act) creates the substantive duty: when a 1933 Act registration statement becomes effective without certified financial statements for the registrant's most recent full fiscal year, the registrant must file a special financial report containing those statements within 90 calendar days after the effective date.
  2. Rule 12b-25 (Exchange Act) creates the notification duty: any registrant that determines, before the original due date of a required periodic or special report, that it cannot file on time must submit the appropriate Form NT. Where the late report is the Rule 15d-2 special financial report, the appropriate notification is Form NT 15D2.

The trigger is therefore the registrant's pre-deadline determination that it cannot meet the 90-day Rule 15d-2 deadline — not the registration statement's effectiveness and not any annual or quarterly cycle.

Timing and deadline logic

  • The underlying Rule 15d-2 special financial report is due no later than 90 calendar days after the registration statement's effective date.
  • Form NT 15D2 must be filed no later than one business day after the original due date of the special financial report. In practice, registrants file on or before that original due date.
  • A timely NT 15D2 that satisfies Rule 12b-25's representations (including that the inability to file could not be eliminated without unreasonable effort or expense) extends the special report's deadline by 15 calendar days from the original due date. No further automatic extension is available; the report becomes delinquent if not filed within the extended window.
  • Each notification states the registrant's name and CIK, the reason for the delay, the expected filing date, and any anticipated significant changes in results of operations versus the prior corresponding period.
  • Form NT 15D2/A is filed to amend a prior NT 15D2 — typically to correct facts, update the cause of delay, or revise the expected filing date. An amendment does not extend the deadline beyond the original 15-day extension.

Important distinctions

  • NT 15D2 vs. NT 10-K. Both are Rule 12b-25 notifications, but NT 15D2 covers only the one-time Rule 15d-2 special financial report tied to a 1933 Act registration statement's effectiveness. NT 10-K covers a delayed annual report under the standard Section 13 or 15(d) periodic cycle. A registrant already on its normal Form 10-K cycle has no Rule 15d-2 obligation and does not file NT 15D2.
  • Foreign private issuers that delay an annual report on Form 20-F file Form NT 20-F, not NT 15D2.
  • Employee stock purchase, savings, and similar plans that delay a Form 11-K file Form NT 11-K.
  • The filer is always the registrant whose securities were registered. Auditors are often the proximate cause of the delay but never the filing party.
  • Filing is mandatory once the registrant concludes it cannot meet the 90-day deadline. There is no materiality threshold, and failure to file timely forfeits the 15-day extension and renders the Rule 15d-2 special report delinquent on its original due date.

How This Dataset Differs From Similar Datasets or Filings

Form NT 15D2 sits at the intersection of two regimes: the Rule 12b-25 family of late-filing notifications and the Rule 15d-2 special-report obligation that follows certain Securities Act registrations. The closest comparison targets are the other "NT" notifications (NT 10-K, NT 10-Q, NT-NCEN, NT-NCSR, NT-NSAR), the underlying Form 12b-25, the Form 15 series that ends Section 15(d) reporting, and the Rule 15d-2 special report itself. Each shares either the lateness-notification mechanic or the Section 15(d) reporting regime, but each is triggered by a different underlying obligation.

Form NT 10-K (and NT 10-K/A)

The most structurally analogous filing. Same Rule 12b-25 mechanism, same Part II reason disclosures, same anticipated-results language. The decisive difference is the underlying obligation: NT 10-K defers an ongoing annual Form 10-K, while NT 15D2 defers a one-time Rule 15d-2 special report due within 90 days of a registration statement's effective date when certified financials were absent from the registration. NT 10-K filers are mature reporting issuers; NT 15D2 filers have just entered Section 15(d) status and have not yet produced their first certified annual financials. Volume contrast is sharp: NT 10-K is high-frequency; NT 15D2 is one of the rarest form codes on EDGAR.

Form NT 10-Q (and NT 10-Q/A)

The quarterly counterpart to NT 10-K, also under Rule 12b-25. Identical legal mechanism to NT 15D2, but tied to a missed quarterly 10-Q rather than a Rule 15d-2 special report. NT 10-Q recurs whenever a registrant struggles to close its books; NT 15D2 is a one-time event tied to a registrant's initial entry into reporting. Not a substitute when studying first-time-filer readiness or post-IPO reporting friction.

Form NT-NCEN, NT-NCSR, NT-NSAR

The investment-company-side Rule 12b-25 notifications, covering late N-CEN census reports, late N-CSR shareholder reports, and the legacy N-SAR. They share the 12b-25 logic but apply to registered investment companies under the 1940 Act and to fund-specific reports. NT 15D2 filers are Securities Act registrants subject to Section 15(d), almost always operating companies. The filer populations do not meaningfully overlap.

Form 12b-25 (the underlying notification)

Form 12b-25 is the source notification prescribed by Rule 12b-25, from which every EDGAR "NT" form derives. An NT 15D2 submission is functionally a Form 12b-25 with the Rule 15d-2 box checked. A dataset of all 12b-25 notifications would be the superset; NT 15D2 is the narrow slice limited to the Rule 15d-2 trigger.

Form 15-15D (and Form 15, 15-12B, 15-12G)

Form 15-15D suspends or terminates the duty to file reports under Section 15(d) (typically once holders of record fall below threshold). It touches the same Section 15(d) regime that drives the Rule 15d-2 obligation, which is why string-based searches on "15D" can conflate the two. The functional sign is opposite: NT 15D2 defers a Section 15(d) obligation within an active reporting status; Form 15-15D exits reporting status entirely.

The Rule 15d-2 special financial report itself

The substantive document NT 15D2 defers is the certified financial report required by Rule 15d-2, typically filed on Form 10-K (historically 10-KSB, or 20-F for foreign private issuers) covering the most recent full fiscal year not certified in the original Securities Act registration. A 10-K/20-F dataset (especially one tagged as a Rule 15d-2 special report) holds the actual financial content; NT 15D2 holds only the lateness notice that precedes it. The two are complementary: join by CIK to pair the stated reason for delay with the eventual audited statements.

Form NT 20-F (brief note)

The Rule 12b-25 notification for late annual reports of foreign private issuers. Differs from NT 15D2 in filer population (FPIs vs. domestic Securities Act registrants in their first 90 days) and underlying report (annual 20-F vs. one-time 15d-2 special report).

Boundary summary

NT 15D2 is defined by three conditions that no other notification dataset satisfies simultaneously: (1) a Securities Act registrant whose registration became effective without certified financials for the most recent fiscal year, (2) a resulting Rule 15d-2 obligation to file a certified special report within 90 days, and (3) an inability to meet that deadline, invoking Rule 12b-25. This pinpoints a specific lifecycle moment, typically just after an IPO or initial registration, rather than the recurring cadence captured by NT 10-K or NT 10-Q. For periodic-reporting timeliness use NT 10-K or NT 10-Q; for fund timeliness use the NT-N* family; for exit from reporting use Form 15-15D. NT 15D2 is the only dataset that isolates delays in producing the first certified financial statements owed at the entry point into Section 15(d) reporting.

Who Uses This Dataset

The Form NT 15D2 Files Dataset is not a real-time feed; it is a closed historical corpus valued for exhaustive coverage of a rare disclosure event. Its users span legal, audit, banking, research, and engineering roles that need every instance of a narrow notification represented in their pipelines, models, and precedent libraries.

Securities lawyers and disclosure counsel

Attorneys advising on Securities Act registration and Section 15(d) reporting use the dataset to canvass precedent before drafting an NT 15D2. They mine the Part III narrative for how prior registrants framed the cause of delay, the projected new filing date, and any anticipated changes from the prior corresponding period. Amendments (NT 15D2/A) show how initial notifications were corrected or supplemented.

SEC-reporting and compliance staff at recently registered issuers

In-house reporting teams facing a slipping 90-day deadline use the dataset as a template library. They review accepted reasons, the format used for the expected filing date, and the level of detail given on financial-results changes. Because the obligation is rare, internal precedent is usually absent and this corpus substitutes for it.

External audit and SEC services groups

Audit partners and the SEC services group at the registrant's auditor use the dataset when certified statements will miss the window. The cited reasons and timing-extension language inform how the firm aligns audit-completion scheduling and client disclosure with what reaches EDGAR.

Capital-markets and corporate-finance bankers

ECM and corporate-finance bankers working on first-time registrations and shelf takedowns use the dataset as diligence reference. They quantify the historical incidence of NT 15D2, the issuer profiles and circumstances that produced it, and amendment frequency, to characterize post-effective reporting risk in a transaction.

Analysts at legal-research and disclosure-analytics vendors use the dataset to back-fill historical archives and verify that parsers correctly extract registrant name, CIK, stated reasons, and projected filing dates. They link each NT 15D2 to its corresponding registration statement and subsequent special financial report.

Academic and policy researchers

Researchers studying registration-statement quality, late-filing behavior, and Rule 12b-25 operation use the dataset as a bounded sample suitable for manual coding. The full span back to 1994 supports longitudinal analysis; amendments enable revision-pattern studies; the form can be compared against the higher-volume NT 10-K and NT 10-Q populations.

Data engineers and EDGAR pipeline builders

Engineers building EDGAR ingestion, search indexes, and form classifiers use the dataset as a complete reference for a rare form type. The metadata JSON plus original TXT and HTML documents support both structured-field extraction and full-text indexing, and the corpus serves as a test set for classifiers distinguishing NT 15D2 from neighboring late-filing notifications.

LLM and RAG developers

Teams fine-tuning models or building retrieval systems for SEC disclosure use the corpus as a rare-event resource. Every record can be embedded, reviewed, and turned into evaluation prompts that test whether a system identifies NT 15D2 correctly and distinguishes it from NT 10-K, NT 10-Q, and 15D-2 itself.

Surveillance and anomaly-detection teams

Filing-surveillance teams use the complete population to set the base rate, typical fact patterns, and language conventions for NT 15D2. With that ground truth, monitors flag a new appearance for a recently registered issuer and route it for review of audit, internal-control, or business-condition concerns.

Specific Use Cases

The use cases below reflect the dataset's defining profile: exhaustive coverage of a narrow disclosure event tied to the 90-day Rule 15d-2 special-report window.

Drafting an NT 15D2 from precedent

Disclosure counsel preparing a notification for a recently registered issuer pulls every Part III narrative in the corpus to canvass how prior filers framed the cause of delay, cited the underlying registration statement and its file number, and worded the expected-filing-date estimate. The structured entities[*].fileNo field links each precedent back to the triggering S-1 or S-4, so counsel can filter to facts patterns most similar to the current matter (auditor change, restatement review, complex consolidation) before adapting language for the new filing.

Building a first-certified-financials timeline by issuer

Analysts join NT 15D2 records to subsequent 10-K (or 20-F) filings on entities[*].cik to measure how long after the original 90-day deadline the certified Rule 15d-2 special report actually reached EDGAR. The periodOfReport and filedAt fields on the notification, paired with the acceptance date of the eventual special report, produce a per-issuer slip distribution useful for post-IPO reporting-risk diligence on new registrations and shelf takedowns.

Pairing originals with NT 15D2/A amendments

Researchers studying revision behavior join NT 15D2 and NT 15D2/A records on entities[*].cik plus periodOfReport to recover the supersession chain for a single 90-day obligation. Diffing the Part III narratives between original and amendment surfaces what filers corrected — typically the projected filing date, the description of the cause, or the Item 3 anticipated-results disclosure.

Form-classifier evaluation set

Data engineers building EDGAR form classifiers use the corpus as a held-out test set for the hardest disambiguation case in the NT family: distinguishing NT 15D2 from NT 10-K when both show a checked Form 10-K box on the Form 12b-25 cover page. The combination of the EDGAR formType header field, the Part III narrative content (which typically cites Rule 15d-2 and a registration-statement file number), and the entities[*].fileNo semantics provides ground-truth labels that classifiers must reproduce.

Surveillance base rate for newly registered issuers

Filing-surveillance teams compute the base rate, fact-pattern distribution, and signatory-title profile (commonly CFO or principal accounting officer) from the complete historical population. New NT 15D2 appearances are then triaged against that baseline — a notification citing auditor resignation or internal-control remediation, for example, routes for follow-up review of the issuer's S-1 or S-4 effective date and audit status.

Rare-event corpus for retrieval and evaluation

LLM and RAG teams embed every record and use it as a rare-event evaluation slice. Prompts test whether a retrieval system correctly returns NT 15D2 (rather than NT 10-K, NT 10-Q, Form 15-15D, or the Rule 15d-2 special report itself) when asked about post-effective late filings, and whether downstream extractors recover the registrant CIK, the cited registration file number, the expected filing date, and any Item 3 anticipated-change narrative from the Part III text.

Dataset Access

The Form NT 15D2 Files Dataset is available through three access methods: a public JSON index for metadata and discovery, a full archive download, and per-container downloads for incremental access.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-nt-15d2-files.json

This endpoint returns a JSON document describing the dataset and its containers. It includes top-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, covered form types, container format, and file types), the download URL for the full dataset archive, and the list of individual container files with their size, record count, updated timestamp, and download URL. Use this endpoint to monitor which containers have changed in the most recent refresh and decide which ones to re-download on a daily basis. This endpoint does not require an API key.

Example response:

Example
1 {
2 "datasetId": "1f13365b-9ae0-6a66-a809-abbd5ff27b15",
3 "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-nt-15d2-files.zip",
4 "name": "Form NT 15D2 Files Dataset",
5 "updatedAt": "2026-04-16T08:50:49.095Z",
6 "earliestSampleDate": "1994-02-01",
7 "totalRecords": 15,
8 "totalSize": 51312,
9 "formTypes": ["NT 15D2", "NT 15D2/A"],
10 "containerFormat": "ZIP",
11 "fileTypes": ["TXT", "JSON", "HTML"],
12 "containers": [
13 {
14 "downloadUrl": "https://api.sec-api.io/datasets/form-nt-15d2-files/2026/2026-03.zip",
15 "key": "2026/2026-03.zip",
16 "size": 13818,
17 "records": 2,
18 "updatedAt": "2026-04-16T08:50:49.095Z"
19 }
20 ]
21 }

Download Entire Dataset: https://api.sec-api.io/datasets/form-nt-15d2-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing every monthly container from February 1994 to the present. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-nt-15d2-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one monthly container ZIP, which is useful for incremental updates or when only a specific time range is needed. Replace the year and month in the path with the container key returned by the dataset index. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers EDGAR form types NT 15D2 and NT 15D2/A. Both are Rule 12b-25 notifications of inability to timely file the special financial report required by Rule 15d-2 of the Securities Exchange Act of 1934. The underlying paper artifact in both cases is SEC Form 12b-25, "Notification of Late Filing".

What does one record in this dataset represent?

One record is one EDGAR submission, packaged as an accession-numbered folder containing a structured metadata.json plus the filer-supplied notification document(s). The unit is the filing — not the issuer, not a periodic observation, and not an individual disclosure field.

Who is required to file Form NT 15D2?

The filer is a registrant whose Securities Act of 1933 registration statement (for example, Form S-1, S-11, or F-1) became effective without certified financial statements for its most recent full fiscal year, and who has determined it cannot meet the 90-day Rule 15d-2 deadline for filing those audited statements. The notification is signed by an authorized officer of the registrant; auditors, underwriters, transfer agents, and selling shareholders are not the filing party.

When must Form NT 15D2 be filed?

The notification must be filed no later than one business day after the original due date of the Rule 15d-2 special financial report — that is, within 90 calendar days plus one business day of the registration statement's effective date. A timely NT 15D2 that satisfies Rule 12b-25's representations extends the special report's deadline by 15 calendar days; no further automatic extension is available.

How does Form NT 15D2 differ from Form NT 10-K?

Both are Rule 12b-25 late-filing notifications and share the same cover-page structure. NT 15D2 covers only the one-time Rule 15d-2 special financial report tied to a 1933 Act registration statement's effectiveness, filed by a registrant that has just entered Section 15(d) reporting. NT 10-K covers the recurring annual Form 10-K under the standard Section 13 or 15(d) periodic cycle and is filed by mature reporting issuers.

What time period does the dataset cover?

The dataset spans EDGAR's entire history for these form codes, with an earliest sample date of February 1, 1994, and continues to the present. Both original NT 15D2 notifications and NT 15D2/A amendments are included across the full range.

What file format is the dataset distributed in?

The dataset is distributed as ZIP archives partitioned by filing month. Inside each container, every accession folder holds a metadata.json file plus the filer-supplied notification document(s). The file types found across the full historical range are TXT, JSON, and HTML; image files from the original EDGAR submission are excluded.