Form S-11 Files Dataset

The Form S-11 Files Dataset is a complete corpus of EDGAR Form S-11 and S-11/A filings — the Securities Act of 1933 registration statement prescribed by 17 CFR 239.18 for real estate investment trusts (as defined in Section 856 of the Internal Revenue Code) and for other issuers whose business is primarily investing in real estate. Each record is one EDGAR submission identified by an 18-digit accession number and contains the full registration statement (prospectus and exhibits) together with a metadata.json catalog describing the filing, the filers, and the original document inventory. The filer is the real-estate issuer registering an offer and sale of securities — equity, mortgage, and hybrid REITs across listed, non-traded, and registered private formats, plus real estate operating companies, real estate limited partnerships, and Delaware statutory trusts. Form types covered are S-11 (initial registration statement) and S-11/A (pre-effective and post-effective amendments). Coverage runs from February 1994 to the present, distributed as monthly ZIP containers (<YYYY>/<YYYY-MM>.zip) holding TXT, JSON, HTML, and PDF documents.

Update Frequency
Daily
Updated at
2026-05-05
Earliest Sample Date
1994-02-01
Total Size
1.6 GB
Total Records
34,746
Container Format
ZIP
Content Types
TXT, JSON, HTML, PDF
Form Types
S-11, S-11/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

363 files · 1.6 GB
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What This Dataset Contains

The dataset packages every Form S-11 and S-11/A submission EDGAR has accepted since February 1994, beginning with early voluntary and phase-in filings before EDGAR's mandatory cutover in May 1996 and continuing through the current refresh cycle. Each record corresponds to one accession number — one EDGAR submission — and bundles every textual document the registrant transmitted for that filing. Both initial registration statements (S-11) and pre-effective and post-effective amendments (S-11/A) are represented; the form variant is recorded in metadata.json#formType and in the EDGAR SGML <TYPE> marker on the primary document.

Form S-11 is the dedicated Securities Act long-form registration for real-estate issuers. Functionally, it occupies the same role for real-estate issuers that Form S-1 plays for general operating companies: the filing must contain a complete prospectus that satisfies Section 10(a) of the Securities Act, together with the exhibits required by Item 601 of Regulation S-K and the additional real-estate-specific items prescribed by Form S-11 itself. An S-11/A is an amendment to a previously filed S-11 carrying the same 333- file number; amendments may completely restate the prospectus or update only a discrete section (most often risk factors, financial statements brought current, the fee table, or exhibits added in response to SEC staff comment letters).

Records are distributed as monthly ZIP containers organized under the YYYY/YYYY-MM.zip path convention. The file types found across the dataset are TXT, JSON, HTML, and PDF: modern S-11 records consist almost entirely of .htm documents plus the metadata.json manifest, with .txt appearing for legacy ASCII-era filings and .pdf reserved for the unofficial paper exhibits occasionally permitted under Rule 102 of Regulation S-T. Image files referenced from the prospectus and the EDGAR-generated complete-submission .txt envelope are excluded from the ZIP but remain reachable through documentUrl fields in metadata.json.

Content Structure of a Single Record

What one record represents

One record in the Form S-11 Files dataset corresponds to a single EDGAR submission identified by an 18-digit accession number, materialized on disk as one folder whose name is that accession with the dashes stripped (for example 000149315225011985 for the dashed accession 0001493152-25-011985). The folder bundles every textual document the registrant transmitted to EDGAR for that submission — the Form S-11 prospectus and its exhibits — together with a metadata.json catalog describing the filing, the filers, and the full inventory of documents EDGAR received.

Container and per-record file layout

A record sits inside a monthly ZIP archive (<YYYY>/<YYYY-MM>.zip) whose top-level directory is the year-month key. Within that directory, every accession folder holds:

  1. metadata.json — always present and always so named; the structured catalog of the filing.
  2. The originally submitted text/HTML/PDF documents — the S-11 prospectus and each exhibit.

Filenames inside the folder are filer-supplied and therefore vary across records, but their roles are stable through the EDGAR <TYPE> marker. A representative accession folder for 0001493152-25-011985 (Presidio Property Trust, Inc., filed 2025-08-14) contains metadata.json, forms-11.htm (the prospectus), ex5-1.htm (legal opinion), ex8-1.htm (tax opinion), ex23-3.htm (auditor consent), and ex107.htm (the Inline XBRL filing-fee exhibit). Image files referenced by the prospectus (for example forms-11_001.jpg, forms-11_002.jpg, ex5-1_001.jpg) and the EDGAR-generated complete-submission .txt envelope are excluded from the ZIP but remain reachable through the documentUrl fields in metadata.json.

The metadata.json catalog

metadata.json is the only file in a record whose name and structure are guaranteed. It carries the filing-level identifiers and several arrays describing the original EDGAR submission:

  • formType"S-11" or "S-11/A".
  • accessionNo — the dashed accession ("0001493152-25-011985") corresponding to the dash-stripped folder name.
  • filedAt — ISO 8601 timestamp with timezone offset ("2025-08-14T16:15:42-04:00").
  • description — the human-readable form description.
  • linkToFilingDetails, linkToTxt, linkToHtml, linkToXbrl — direct EDGAR URLs to the EDGAR index page, the complete-submission text file, the primary HTML document, and (when present) the XBRL instance.
  • documentFormatFiles — array inventorying every document EDGAR received for the submission, including ones not shipped in the ZIP. Each entry exposes sequence, size, documentUrl, description, and type. The type values mirror the SGML <TYPE> markers and form the principal vocabulary for filtering — "S-11" or "S-11/A" for the primary, then "EX-5.1", "EX-8.1", "EX-23.3", "EX-FILING FEES", "GRAPHIC", and so on. The trailing entry with a blank type and sequence of " " points to the complete-submission .txt wrapper that EDGAR auto-generates for every accession.
  • dataFiles — companion array for machine-readable XBRL/XML siblings, most importantly ex107_htm.xml, the extracted XBRL instance derived from the filing-fee exhibit. These siblings are referenced from metadata.json but reside on EDGAR rather than in the ZIP.
  • entities — array of filer entities. For Presidio Property Trust, one entity carries cik "1080657", companyName "Presidio Property Trust, Inc. (Filer)", stateOfIncorporation "MD", sic "6798 Real Estate Investment Trusts", fiscalYearEnd "1231", act "33", fileNo "333-289605", irsNo "330841255", filmNo "251219346", type "S-11", and tickers ["SQFT", "SQFTP", "SQFTW"].
  • seriesAndClassesContractsInformation — array, generally empty for S-11 (it is populated for fund/series filings).
  • id — a 32-character hexadecimal record identifier.

Because documentFormatFiles is a superset of what physically lives in the ZIP, it functions as the authoritative inventory: any image, the complete-submission .txt, and any document not shipped in the bundle can be located by following the documentUrl for the entry of interest.

EDGAR SGML <DOCUMENT> wrapper convention

Each textual document inside a record is wrapped in the EDGAR SGML envelope that EDGAR has used since the system began accepting electronic filings in the early 1990s:

1 <DOCUMENT>
2 <TYPE>S-11
3 <SEQUENCE>1
4 <FILENAME>forms-11.htm
5 <DESCRIPTION>S-11
6 <TEXT>
7 <HTML> ... full registration-statement HTML ... </HTML>
8 </TEXT>
9 </DOCUMENT>

The header tags (<TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>) are deterministic and make type-based filtering possible without parsing the HTML body. Exhibits follow the same pattern with their own <TYPE> value (EX-5.1, EX-8.1, EX-23.3, etc.). The <DOCUMENT> envelope is itself nested inside an outer <SEC-DOCUMENT> / <SEC-HEADER> block in the complete-submission text file, but that outer wrapper lives only in the EDGAR-generated .txt envelope and is not reproduced for each per-document file in the accession folder. EX-FILING FEES exhibits are an EDGAR-recognized exception in body format (see below) but still carry a standard <TYPE>EX-FILING FEES header tag for type filtering.

Anatomy of the S-11 prospectus body

The primary S-11 document — for the Presidio record, the ~1 MB forms-11.htm — is the registration statement itself, and it follows the canonical Form S-11 prospectus order. The opening folio is the cover page declaring the SEC filing date ("As filed with the Securities and Exchange Commission on August 14, 2025"), the assigned Registration No. 333- (left blank for an initial S-11, populated for an S-11/A), the SEC heading, and the form caption (FORM S-11 / REGISTRATION STATEMENT / FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 / OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES), followed by registrant identification, address, telephone, agent for service, cross-references to the filing-fee table, and the Rule 473 delaying-amendment legend.

The narrative body of the prospectus then proceeds through the items prescribed by Form S-11 and incorporated from Regulation S-K:

  • Prospectus summary, offering summary, and risk factors — a plain-English summary of the offering and the issuer, followed by Item 105 risk factors covering business, real-estate, REIT-tax, market, and securities-specific risks.
  • Use of proceedsItem 504 disclosure of the intended application of net proceeds, often broken out among acquisitions, debt repayment, working capital, and offering expenses.
  • Determination of offering price, dilution, and selling securityholders — where applicable, including the resale-style cover required when the registration covers secondary sales by selling stockholders.
  • Description of the registrant's business and properties — the real-estate-specific heart of an S-11. This section enumerates the property portfolio, geographic concentration, property types (office, multifamily, retail, industrial, hospitality, healthcare, single-family, mortgage assets), and for each material property typically reports occupancy rates, weighted-average lease terms, tenant concentration, lease-expiration schedules, in-place rents versus market rents, encumbrances, and ground-lease detail. Tabular schedules of the portfolio, top tenants, and lease-rollover ladders are conventional. Issuers in registration also commonly include the Industry Guide 5 disclosures historically associated with real-estate limited partnerships, where relevant to the offering.
  • Selected financial data and management's discussion and analysisItem 303 disclosures covering historical revenue, NOI, FFO/AFFO reconciliations, leverage, liquidity, and capital resources. (Item 301's selected financial data requirement was eliminated by the SEC's 2020 disclosure-modernization amendments, so newer prospectuses may omit it.)
  • Management, executive compensation, related-party transactions, and security ownership — Items 401–404 disclosures, including the operating-partnership and external-manager arrangements common to REITs.
  • Description of the securities being registered — terms of the common shares, preferred shares, OP units, warrants, or debt being offered, including REIT-specific share-ownership-limitation and excess-share provisions designed to preserve the issuer's REIT status.
  • U.S. federal income tax considerations — extended discussion of REIT qualification under Sections 856–860 of the Internal Revenue Code, distribution requirements, and tax consequences to holders, cross-referenced to the EX-8 tax opinion.
  • ERISA considerations, plan of distribution, legal matters, and experts — including identification of underwriters or placement agents, the law firm rendering the EX-5 validity opinion, and the auditor whose consent appears as EX-23.
  • Financial statements — the registrant's audited balance sheets, statements of operations, equity, and cash flows for the periods required by Regulation S-X (typically two years of balance sheets and three years of operating, equity, and cash-flow statements for a non-EGC), accompanied by the auditor's report and notes. For significant property acquisitions or probable acquisitions, separate audited and unaudited financial statements of the acquired real-estate operations are presented under Rule 3-14 of Regulation S-X (the real-estate analogue of Rule 3-05), generally consisting of statements of revenues and certain operating expenses for the periods specified by the rule rather than full GAAP financial statements.
  • Part II — Information not required in prospectus — Items 31–37 of Form S-11 (other expenses of issuance and distribution, indemnification of directors and officers, recent sales of unregistered securities, exhibits and financial-statement schedules, and the Rule 415 / Rule 430A / Item 512 undertakings).
  • Signatures — signed by the registrant, its principal executive officer, principal financial officer, principal accounting officer (or controller), and a majority of the board of directors, with the date of execution and any powers of attorney noted.

Typical exhibit set

Form S-11 exhibits are governed by Item 601 of Regulation S-K. Each exhibit appears as its own SGML-wrapped .htm file in the accession folder, and the metadata.json#documentFormatFiles[].type field reproduces the canonical exhibit code. The Presidio record carries a representative slate:

  • EX-5.1 (ex5-1.htm) — opinion of counsel on the legality and validity of the securities being registered, addressed to the registrant and consenting to use under the related prospectus heading.
  • EX-8.1 (ex8-1.htm) — tax opinion addressing the registrant's qualification and taxation as a REIT under Sections 856–860 and the material federal income tax consequences described in the prospectus.
  • EX-23.3 (ex23-3.htm) — consent of an independent registered public accounting firm to incorporation of its audit report and to being named as an expert; multiple EX-23.x exhibits commonly appear when Rule 3-14 financial statements of acquired properties were audited by other firms, or when both the issuer's current auditor and a predecessor auditor must consent.
  • EX-107 / EX-FILING FEES (ex107.htm) — the filing-fee table required by Rule 457 and Item 601(b)(107), delivered as an Inline XBRL document.

Other exhibits frequently encountered across the dataset (not all present in every record) include EX-1 underwriting agreement, EX-3 charter and bylaws (and articles supplementary establishing preferred share series), EX-4 specimen securities and indenture, EX-10 material contracts (operating-partnership agreement, advisory agreement, property-management agreement, credit facility, registration-rights agreement, equity-incentive plan), EX-21 subsidiaries of the registrant, additional EX-23 auditor consents, EX-24 power of attorney, EX-99 additional exhibits (including consents of property appraisers or qualified persons), and the EDGAR-system GRAPHIC documents that hold the prospectus's embedded images.

Inline XBRL treatment of the EX-FILING FEES exhibit

EX-107 stands apart from other exhibits in two respects. First, it is delivered as XHTML carrying inline-XBRL annotations: the document declares xmlns:ix="http://www.xbrl.org/2013/inlineXBRL" together with the SEC filing-fee disclosure (ffd) and Document and Entity Information (dei) namespaces, and embeds ix:nonFraction, ix:nonNumeric, and related elements that tag each row of the registration table — security type, security class title, fee calculation rule, amount registered, proposed maximum offering price per unit, proposed maximum aggregate offering price, fee rate, and amount of registration fee. Second, the dataset surfaces the extracted XBRL instance (ex107_htm.xml) through metadata.json#dataFiles, allowing direct ingestion of the structured fee data without HTML parsing. The body of the S-11 prospectus itself is not subject to general financial-statement Inline XBRL tagging the way a 10-K or 10-Q is, so XBRL on S-11 records is concentrated in EX-107; the linkToXbrl field in metadata.json typically resolves to the fee-table instance rather than to a full financial-statement instance.

S-11 vs S-11/A amendment distinction

Records with formType "S-11" are initial registration statements, identifiable by an empty Registration No. 333- on the cover page and <TYPE>S-11 on the primary document. Records with formType "S-11/A" are amendments to a previously filed S-11 — the cover page carries the assigned 333- file number and an "Amendment No. N" caption, and the primary document's <TYPE> is S-11/A. Mechanically, the accession folder structure is identical; the same exhibit codes appear, and the same metadata.json schema applies. The shared fileNo value links every amendment back to its underlying initial S-11, and successive amendments under the same file number form the natural unit for diff-style comparison.

Included content versus excluded content

Each record physically contains the SGML-wrapped textual primary document, the SGML-wrapped textual exhibits, the Inline XBRL EX-FILING FEES exhibit, and the metadata.json catalog. Image files referenced from the prospectus (the GRAPHIC entries in documentFormatFiles) and the EDGAR-generated complete-submission .txt envelope are excluded from the ZIP but enumerated in the catalog with their EDGAR documentUrl. Machine-readable XBRL/XML siblings (notably the extracted ex107_htm.xml) are likewise referenced under dataFiles but live on EDGAR rather than inside the bundle. Materials filed under separate accession numbers — including correspondence with the staff (CORRESP, UPLOAD), free-writing prospectuses (FWP), Rule 424 prospectus supplements that follow effectiveness, and the Form 8-A used to register the securities under the Exchange Act are themselves separate EDGAR submissions and therefore separate dataset records, not part of the S-11 record.

Evolution of S-11 disclosure and format

Form S-11 has been filed via EDGAR since the system's mandatory phase-in (which culminated in May 1996), and the dataset begins at February 1994 to capture early voluntary and phase-in filings. Several historical inflection points shape what an analyst should expect across vintages:

  • 1994–early 2000s — SGML/ASCII era. Early records consist of plain-text .txt documents inside the same <DOCUMENT> wrapper, with tables rendered as fixed-width ASCII. Exhibits are inline ASCII, financial statements are unstyled, and there is no XBRL of any kind. Image inclusions are rare.
  • Early-to-mid 2000s — HTML adoption. Regulation S-T amendments allowed and then encouraged HTML submissions, with <DOCUMENT> envelopes wrapping <HTML> bodies and accompanying GRAPHIC JPEG/GIF documents. The SGML envelope itself remained unchanged, preserving stable <TYPE> filtering across formats.
  • 2005 — Securities Offering Reform. The 2005 reforms (Rules 163, 164, and 433, and the related amendments to Form S-3) introduced free-writing prospectuses and automatic-shelf mechanics for well-known seasoned issuers, but those mechanics run through Form S-3, not S-11. S-11 remained a long-form, non-automatic registration form. The practical effect on S-11 records is that supplemental marketing materials may surface as separate FWP filings under the same 333- file number, while the S-11 itself continues to carry the full statutory prospectus.
  • Industry Guide 5 and Rule 3-14 disclosures. Industry Guide 5 (long-standing guidance for real-estate limited partnerships) and Rule 3-14 of Regulation S-X (the financial-statement requirement for acquired real-estate operations) together drive the property-by-property and acquired-property disclosure pattern visible in modern S-11 prospectuses. Rule 3-14 was substantially revised by the SEC's 2020 amendments to the financial disclosures for acquired and disposed businesses (Release No. 33-10786), which conformed many of its mechanics to Rule 3-05 while preserving the real-estate-specific scope.
  • Mid-2010s — risk-factor and compensation rule updates. Updates to Items 105 (risk factors) and Item 402 (executive compensation) reshaped the wording, ordering, and summary requirements for those sections.
  • 2021 — filing-fee modernization. The SEC's October 2021 amendments (Release No. 33-10997) restructured Rule 457 and Item 601(b)(107) of Regulation S-K to require filing-fee information to be presented in a structured Exhibit 107 tagged with Inline XBRL using the ffd taxonomy. Phase-in began in 2022 for large accelerated filers and extended to remaining issuers in 2024. From the applicable effective date onward, records routinely carry an ex107.htm (or analogously named) Inline XBRL exhibit alongside an extracted _htm.xml instance — exactly the pattern observed for ex107.htm and ex107_htm.xml in the Presidio record. Earlier records do not have an EX-107 exhibit; the fee table appears instead as a printed Calculation of Registration Fee block on the prospectus cover or facing page.

Interpretation notes

Several practical considerations affect extraction and analysis. The folder name uses the dash-stripped accession while metadata.json#accessionNo uses the dashed form; both refer to the same submission. The SGML <TYPE> markers are the most reliable handle for type-aware processing because filenames are filer-supplied and inconsistent across registrants. Because S-11/A amendments often restate only a subset of the prospectus, full-text comparison between successive filings under the same fileNo is the standard way to recover the substantive change. The audited financial statements and Rule 3-14 acquired-property statements are embedded in the primary prospectus document rather than split out as separate exhibits, so financial-statement extraction must operate on the prospectus body. Auditor consents (EX-23.x) are useful cross-reference anchors because their description text generally names the auditor and the financial statements being consented to. When full reconstitution of the original EDGAR submission is needed — including images and the complete-submission envelope — the documentUrl values in metadata.json#documentFormatFiles and metadata.json#dataFiles provide the canonical fetch points for everything not shipped inside the ZIP.

Who Files or Publishes This Dataset, and When

Who files the record

Each record is one EDGAR submission of a Form S-11 registration statement, or an S-11/A amendment, filed under the Securities Act of 1933. The filer is the issuer whose securities are being registered, signed by its principal executive officer, principal financial officer, principal accounting officer or controller, and a majority of its board of directors (or trustees, for a business trust; or general partner(s), for a partnership). Selling stockholders, sponsors, external advisors, dealer managers, and underwriters are described in the prospectus but are not the registrant.

Form S-11 is restricted to two populations:

  • Real estate investment trusts as defined in Section 856 of the Internal Revenue Code. This covers equity REITs (office, multifamily, retail, industrial, hospitality, healthcare, self-storage, data center, net-lease, timber, and similar property types), mortgage REITs whose assets are primarily mortgage loans or mortgage-backed securities, and hybrid REITs. It applies equally to listed REITs, public non-listed (non-traded) REITs, and registered private REITs structured as continuously offered vehicles.
  • Other issuers whose business is primarily investing in real estate or interests in real estate. This prong picks up real estate operating companies (REOCs), real estate limited partnerships (typically subject to Industry Guide 5), Delaware statutory trusts, and real estate holding companies that do not elect REIT status but whose principal business is fee, leasehold, or mortgage interests in real property.

Issuers whose real estate holdings are incidental to a non-real-estate business cannot use S-11 and must register on S-1.

When records arise

Form S-11 is event-driven, not periodic. A filing is triggered when an eligible real estate issuer registers an offer and sale of securities under Section 5 of the Securities Act. Typical triggers:

  • REIT and real estate IPOs, including listed-REIT IPOs and the launch of a public non-traded REIT.
  • Follow-on primary offerings (common, preferred, depositary shares, debt, warrants, units) by issuers that are not Form S-3 eligible.
  • Continuous or best-efforts offerings by non-traded REITs, structured as long-running primary offerings with periodic post-effective amendments and Rule 424 sticker supplements.
  • Resale (secondary) registrations for selling stockholders where S-3 secondary eligibility is unavailable.
  • UPREIT/DownREIT-related registrations, including OP units exchangeable into REIT shares.

S-11/A amendments are triggered by:

  • SEC staff comments during Division of Corporation Finance review (risk factors, properties, financial statements, MD&A, distribution policy, conflicts, related-party transactions).
  • Pre-effective pricing amendments filed near requested effectiveness to add final terms (price range, share count, underwriting discount), often relying on Rule 430A to omit pricing from the form initially declared effective.
  • Rule 462(b) post-effective amendments, effective upon filing, to register up to 20% additional securities of the same class at pricing.
  • Rule 462(c) and Rule 462(d) post-effective amendments used in non-traded REIT continuous offerings to update disclosure on an ongoing basis.
  • Annual updating amendments that bring forward audited financial statements (Regulation S-X) and refresh property tables, prior performance tables, and Industry Guide 5 disclosures during a long-running offering.

There is no fixed calendar deadline. Initial filings follow the issuer's offering calendar (or, for emerging growth companies, follow public filing of a draft registration statement previously submitted confidentially). Effectiveness is requested by acceleration under Rule 461.

Regulatory framework

  • Securities Act of 1933 (Sections 5, 6, 8, 10) governs the registration mechanics.
  • 17 CFR 239.18 prescribes Form S-11 for REITs (as defined in IRC Section 856) and for other issuers primarily investing in real estate.
  • Regulation S-K governs textual disclosure (business, risk factors, MD&A, executive compensation, related-party transactions, principal stockholders, plan of distribution).
  • Regulation S-X governs financial statements. Rule 3-14 is specific to S-11 filers and requires audited financial statements (typically a statement of revenues and certain expenses) for real properties acquired or probable to be acquired that are significant under the rule's thresholds, in lieu of the Rule 3-05 target-company financials used by operating-company registrants.
  • Industry Guide 5 sets disclosure expectations for prior real estate programs of the same sponsor, prior performance tables, and conflicts of interest. It is most directly relevant to non-traded REITs and real estate limited partnership offerings on S-11.
  • Rule 424(b) (prospectus filing), Rule 430A (pricing omission), Rule 461 (acceleration), and Rule 462 (post-effective amendments) apply to S-11 the same way they apply to other Securities Act registrations.
  • FINRA Rule 2310 governs underwriting compensation and other terms of public offerings of non-traded REITs and real estate programs and constrains the structure of offerings registered on S-11.

Once effective, S-11 registrants typically become subject to Exchange Act periodic reporting (Form 10-K, Form 10-Q, 8-K) under Section 15(d), and listed REITs additionally become Section 13 reporters upon Form 8-A registration.

Boundary tests

  • S-11 vs. S-1. S-11 is reserved for REITs and issuers primarily investing in real estate. Operating companies whose business is services (homebuilders, brokerages, hospitality operators) or whose real estate is incidental file on S-1.
  • S-11 vs. S-3. A REIT that meets the registrant and transaction requirements of General Instruction I to Form S-3 (reporting history, timely filing, public float for primary offerings, or eligibility for secondary or investment-grade transactions) uses S-3 for follow-on and shelf offerings, and S-3ASR if a WKSI. Issuers that are not S-3 eligible, including newly public REITs within their first year of reporting and most non-traded REITs, fall back to S-11 for follow-on primary offerings.
  • S-11 vs. N-2 (and N-1A). Real estate vehicles registered as investment companies under the Investment Company Act of 1940 file on N-2 (closed-end) or N-1A (open-end). REITs and REOCs typically rely on the Section 3(c)(5)(C) exclusion from the 1940 Act and therefore use S-11.
  • S-11 vs. F-1/F-3. Foreign private issuers, even those in the real estate business, register on F-1 or F-3 rather than S-11.
  • Issuer vs. sponsor/advisor. In an externally managed non-traded REIT, the registrant on S-11 is the REIT, not the sponsor, advisor, or dealer manager.
  • Withdrawn registrations. An S-11 that is never declared effective and is later withdrawn on Form RW remains in EDGAR (and in this dataset) as an S-11/S-11/A submission, even though no securities were sold.
  • Amendment lifecycle. Each S-11/A is a distinct EDGAR submission and a distinct dataset record, even though all amendments to a single registration statement share one File Number (333-XXXXXX).

How This Dataset Differs From Similar Datasets or Filings

Form S-11 sits between two neighborhoods: the Securities Act registration family (S-1, S-3, F-1) and the real estate issuer ecosystem (REIT 10-Ks, 10-Qs, operating partnership filings). The most useful comparisons are with adjacent registration forms an issuer might file instead of S-11, with the prospectus and listing artifacts that surround an S-11 in time, and with the periodic record that takes over post-effectiveness.

Form S-1 and S-1/A (general Securities Act registration)

S-1 is the default long-form Securities Act registration under Section 6 for issuers that cannot use a short form. Content shape is very close to S-11 (business, risk factors, MD&A, use of proceeds, audited financials, full exhibit set), but Item 1 of S-11 restricts that form to (i) issuers organized as REITs under IRC Section 856 and (ii) issuers whose primary business is investing in real estate. A real-estate-adjacent operating company (hotel operator, homebuilder, proptech platform) files S-1/A, not S-11. S-11 prospectuses additionally carry property-level schedules, occupancy and rental data, and Schedule III (real estate and accumulated depreciation). S-1 is the broad base population; S-11 is the real-estate-only carve-out.

Form S-3 and S-3ASR (short-form and shelf registration)

S-3 is the short-form registration that seasoned issuers migrate to once they meet General Instruction I.A registrant requirements (typically a 12-month reporting history and float threshold). S-3ASR is the automatic shelf variant for WKSIs. Established REITs almost always abandon S-11 for S-3 on follow-on equity, ATM programs, preferred stock, and senior notes because S-3 incorporates Exchange Act reports by reference rather than restating disclosure inline. An S-3 base prospectus is thin and paired with a 424B supplement at each takedown; an S-11 is a fully built-out registration. Use S-11 for IPO-stage and pre-shelf-eligibility REIT disclosure; S-3 picks up the issuer's offering activity afterwards.

Form 10 (Exchange Act registration)

Form 10 registers a class of securities under Exchange Act Section 12(g) (or 12(b) when paired with listing); it does not register an offering. REITs use Form 10 for spin-offs, carve-outs, and reporting-company onboarding without a capital raise. The narrative overlap with S-11 is heavy (business, properties, risk factors, financials), but Form 10 has no offering section, use-of-proceeds, plan of distribution, or underwriter exhibits, and there is no 424B follow-on or pricing amendment. Treat Form 10 as the offering-free analog of S-11.

Form N-2 (closed-end fund registration)

Form N-2 registers closed-end management investment companies under the Investment Company Act of 1940. The dividing line is 1940 Act status: a REIT holding real property typically relies on the Section 3(c)(5)(C) exclusion and registers offerings on S-11; a vehicle whose portfolio of mortgage-related or investment securities triggers 1940 Act registration uses N-2. N-2 disclosure centers on investment objectives, advisory agreements, fee tables, and adviser identity; S-11 centers on property-level operating disclosure. They are mutually exclusive for a given vehicle but sometimes conflated when assembling a real estate fundraising universe.

424B prospectus filings

424B filings (424B1-B5, B7, B8) are the operative prospectuses and supplements filed under Rule 424(b) after effectiveness or at each takedown pricing. For an S-11 issuer, the S-11 supplies the registration architecture and the 424B is the priced selling document delivered to investors. The 424B locks in pricing, share counts, and underwriting economics that were bracketed in the S-11. Use 424B for the final priced terms; use S-11 for the as-amended registration statement and complete exhibit record.

Form 10-K and Form 10-Q (REIT periodic reporting)

Once an S-11 issuer is reporting, periodic reports take over recurring disclosure. The 10-K updates property tables, occupancy, lease expirations, FFO/AFFO reconciliations, and Schedule III annually; the 10-Q carries quarterly financials and MD&A. Periodic reports omit use-of-proceeds, plan of distribution, and registration exhibits, and are far more numerous per issuer. S-11 captures a single registration moment (often once per issuer); 10-K and 10-Q capture the ongoing operating story. A complete REIT history requires both.

Form 8-A (Exchange Act listing registration)

Form 8-A registers a class under Exchange Act Section 12(b) for listing on a national exchange and is typically filed concurrently with an S-11 IPO so trading can begin on the listing date. It is short and procedural, incorporating the description of securities from the S-11 by reference. 8-A confirms the listing event; S-11 carries the substantive disclosure.

DRS and DRSLTR (draft registration statements)

Draft Registration Statements are the JOBS Act confidential submission track for emerging growth companies (and, since 2017, for most issuers' initial Section 12(b) registrations and follow-on offerings within 12 months of an IPO). DRSLTRs are the cover letters accompanying those drafts. A REIT EGC will often go through one or more DRS rounds before its first public S-11. Textual overlap with the eventual S-11 is high, but DRS lives on a separate EDGAR track and is not part of the public S-11 dataset until the issuer flips to a public filing. DRS is the upstream draft; S-11 is the canonical, citable, formally filed registration.

Boundary summary

The S-11 dataset is the real-estate-issuer-specific Securities Act registration corpus: narrower than S-1 (real estate primary business only), more substantive per filing than S-3 (full build, not incorporation by reference), offering-bearing where Form 10 is not, outside the 1940 Act regime that defines N-2, upstream of the 424B priced prospectus supplement, upstream of the 10-K/10-Q periodic stream, parallel to the 8-A listing filing, and downstream of any pre-IPO DRS drafts. No neighboring dataset substitutes for that combination of issuer scope and full registration-statement completeness.

Who Uses This Dataset

Form S-11 is the dedicated registration form for REITs and real-estate-investing issuers, so the dataset is read by professionals who underwrite, advise, audit, regulate, model, or trade those entities. Each role concentrates on different parts of the same filing: prospectus narrative, property schedules, financial statements, tax sections, fee tables, or specific exhibits.

REIT and real estate equity analysts

Sell-side and buy-side analysts pull the Business and Properties sections for asset-class exposure, geographic mix, occupancy, weighted-average lease term, top-tenant concentration, and lease-expiration schedules. Audited financials and Selected Financial Data feed FFO/AFFO bridges and same-store NOI builds. Use of Proceeds and capitalization drive pro-forma leverage. Diffing successive S-11/A amendments tracks shifts in offering size, price range, and the property pipeline as the deal moves to pricing.

Real estate allocators at private equity, hedge funds, and sovereign funds

Allocators monitor new REIT entrants, especially non-traded sponsors raising blind-pool capital. They focus on prior-performance tables, sponsor track record, conflict-of-interest disclosures, advisor and property-manager affiliate arrangements, and fee-and-expense schedules. Event-driven hedge funds use pricing-range histories across amendments, free-float, lock-up, and underwriter syndicate data to size and time IPO positions.

Securities and capital markets lawyers

Issuer and underwriter counsel use the dataset as a precedent library for risk factors, MD&A structure, plan-of-distribution language, and lock-up terms in the same property sector. Paralegals run exhibit searches across EX-5 legality opinions, charter documents with ownership-and-transfer restrictions, advisory and management agreements, UPREIT partnership agreements, and underwriting agreements. Diffing each S-11/A against its predecessor reveals the substance of staff comments and how peers responded.

REIT tax counsel

Tax practitioners read the Material U.S. Federal Income Tax Considerations section and EX-8 tax opinions to verify Section 856 qualification language. They focus on the 9.8% ownership-and-transfer cap and excess-share mechanics in the charter, prohibited-transaction safe-harbor disclosures, TRS structuring, and the asset and income test descriptions. Output is opinion drafting and stress-testing client structures against current market practice.

Auditors and Rule 3-14 specialists

Real estate audit teams benchmark Regulation S-X Rule 3-14 compliance: statements of revenues and certain expenses for individually significant acquisitions, pro forma combined-portfolio statements, internal control disclosures, and segment reporting across diverse property portfolios.

ECM bankers and underwriting teams

Equity capital markets teams structuring REIT IPOs, follow-ons, and ATM programs study pricing-range progression across the S-11/A sequence, over-allotment mechanics, and underwriter compensation in the EX-107 filing-fee table. They benchmark gross spreads, structuring fees, and lock-ups across comparables to advise on terms and build precedent decks.

Broker-dealer compliance and product diligence

Compliance teams distributing non-traded and lifecycle REITs use prior-performance tables, organization-and-offering expense caps, sales-load and trail disclosures, share-repurchase terms, and distribution-coverage discussions for FINRA Rule 2310 sponsor-disclosure checks, suitability reviews, and supervisory due-diligence files.

Academic real estate finance researchers

Researchers exploit the 1994-to-present span and inclusion of withdrawn offerings for IPO underpricing studies, sponsor and management quality measures, property-type and geography classification, and disclosure-readability work. Risk factors and lease-portfolio schedules supply structured features for governance and post-IPO performance studies.

Data engineers and NLP teams building REIT data products

Engineering teams ingest the corpus in bulk to extract property-level tables (asset, location, square footage, occupancy, rent, debt), risk-factor taxonomies, fee schedules, and director and management biographies. Uses include training domain embeddings, fine-tuning section-segmentation models on the S-11 prospectus structure, and populating normalized REIT registration databases. The TXT/HTML/PDF mix exercises multi-format ingestion pipelines.

Real estate market intelligence and PropTech analytics

Market intelligence vendors track which sectors (industrial, data center, single-family rental, healthcare, self-storage, mortgage REITs) are attracting registrations, and quantify capital-raise volume from cover-page offering amounts and EX-107 fee tables. Output is sector heatmaps, sponsor-pipeline alerts, and dashboards for brokerage, lending, and investment management clients.

Regulators and policy researchers

Securities regulators, housing-finance agencies, and policy units study disclosure trends in non-traded REITs, fee-structure evolution, sponsor concentration, and the impact of prior rulemakings on observed S-11 practice. The amendment series measures how disclosure responds to policy change.

Specific Use Cases

The workflows below are concrete tasks the Form S-11 Files dataset directly supports. Each one is anchored in specific parts of the record — the prospectus body, named exhibits, metadata.json fields, or the S-11/A amendment chain.

REIT IPO comp-set extraction

Build a comparables sheet for an in-flight REIT IPO by pulling all S-11 records whose entities[].sic equals 6798 and whose documentFormatFiles[].type includes "S-11" (initial filings only). For each issuer, parse the property-portfolio table and tenant-concentration schedule out of the prospectus body, the EX-107 Inline XBRL fee table for offering size and proposed maximum aggregate offering price, and the cover-page price range from the most recent S-11/A. The output is a normalized comp set keyed by sector, geography, leverage, and underwriter syndicate that ECM bankers and equity analysts use to triangulate pricing.

EX-8 REIT tax-opinion clustering

Pull every EX-8.x document across the corpus by filtering documentFormatFiles[].type and cluster the opinion text on Sections 856-860 qualification language, the form of opinion ("will" vs "should"), customary assumptions, the 9.8% ownership-limit reliance, and prohibited-transaction safe-harbor caveats. The cross-reference back to the prospectus's Material U.S. Federal Income Tax Considerations section, located via the named law firm in the experts and legal-matters discussion, lets tax counsel benchmark new opinion drafts against the prevailing market form by sector and law firm.

S-11/A comment-cycle mining

Group records by entities[].fileNo (the shared 333- number) and order by filedAt. Diff the prospectus body of each S-11/A against the prior amendment to surface added or rewritten risk factors, restated property schedules, new Rule 3-14 acquired-property financial statements, and changes to the offering range, distribution policy, or use-of-proceeds allocation. Because the SEC staff's CORRESP/UPLOAD letters are filed under separate accessions, the diff itself is the most reliable proxy for the substance of staff comments and how peer issuers responded.

Property-portfolio table parsing

Extract the property-by-property schedule from the Business and Properties section of each primary S-11/S-11/A document, capturing asset name, MSA, property type, square footage or unit count, occupancy, weighted-average lease term, in-place rent, top-tenant share, encumbrance, and ground-lease status. Joining the parsed rows with the issuer identifiers in metadata.json#entities produces a registration-time snapshot of the portfolio that feeds REIT data products, sector heatmaps, and same-store baselines that periodic 10-K updates can later be diffed against.

For non-traded and lifecycle REITs, extract the Prior Performance Tables and the affiliated-advisor, property-manager, and dealer-manager identifications from the prospectus, together with the organization-and-offering expense caps and sales-load schedule. Linking records across vintages by sponsor name (rather than by registrant CIK, since each program is a separate issuer) yields a longitudinal record of sponsor-program economics, distribution-coverage history, and fee structure across capital raises — the backbone for FINRA Rule 2310 diligence files and academic studies of non-traded REIT performance.

EX-107 fee-table capital-raise tracking

Ingest metadata.json#dataFiles for the ex107_htm.xml instance on every record from the EX-107 phase-in date forward, and parse the ffd: tagged values for security type, amount registered, proposed maximum aggregate offering price, fee rate, and registration fee paid. Aggregating by month and SIC produces a structured time series of REIT registration capital-raise volume by sector (industrial, data center, single-family rental, healthcare, mortgage REIT), bypassing HTML parsing entirely and letting market-intelligence dashboards refresh as new accessions land in the monthly ZIP.

Charter ownership-limit and EX-5 precedent library

Run an exhibit-type filter for EX-3 charter and articles-supplementary documents and EX-5.x legality opinions, and index the ownership-and-transfer-restriction language, excess-share trust mechanics, and any per-class ownership waivers granted to named holders. Pair each charter excerpt with the corresponding EX-5 opinion's enumerated assumptions and exceptions. Issuer and underwriter counsel use the resulting precedent library to draft REIT charters and validity opinions calibrated to current market practice in the same property sector.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-s11-files.json

This endpoint returns the dataset metadata, including its name, description, last update timestamp, earliest sample date (1994-02-01), total record count and total size, covered form types (S-11 and S-11/A), the container format (ZIP), and the included file types (TXT, JSON, HTML, PDF). It also returns the download URL for the full dataset archive and a containers array listing every monthly container with its key, size, records, updatedAt, and a downloadUrl. Polling this endpoint daily lets you compare the per-container updatedAt values against the previously seen state and download only the containers that changed in the most recent refresh run.

This endpoint does not require an API key.

Example
1 {
2 "datasetId": "1f13365b-9ae0-6955-97e9-5f92af9e7f01",
3 "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-s11-files.zip",
4 "name": "Form S-11 Files Dataset",
5 "updatedAt": "2026-05-05T02:49:17.914Z",
6 "earliestSampleDate": "1994-02-01",
7 "totalRecords": 34746,
8 "totalSize": 1629338746,
9 "formTypes": ["S-11", "S-11/A"],
10 "containerFormat": "ZIP",
11 "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
12 "containers": [
13 {
14 "downloadUrl": "https://api.sec-api.io/datasets/form-s11-files/2026/2026-05.zip",
15 "key": "2026/2026-05.zip",
16 "size": 13818783,
17 "records": 154,
18 "updatedAt": "2026-05-05T02:49:17.914Z"
19 }
20 ]
21 }

Download Entire Dataset: https://api.sec-api.io/datasets/form-s11-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing all monthly containers from February 1994 to the most recent refresh. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-s11-files/2026/2026-05.zip?token=YOUR_API_KEY

Downloads one monthly container, organized under the YYYY/YYYY-MM.zip path convention. Use this to fetch only a specific month rather than the full archive. This endpoint requires an API key.

Frequently Asked Questions

What forms does the Form S-11 Files Dataset cover?

The dataset covers Form S-11 (initial registration statements) and Form S-11/A (pre-effective and post-effective amendments) filed on EDGAR. Form S-11 is the Securities Act of 1933 registration form prescribed by 17 CFR 239.18 for REITs as defined in IRC Section 856 and for other issuers whose business is primarily investing in real estate.

What does one record in this dataset represent?

One record corresponds to a single EDGAR submission identified by an 18-digit accession number. Each record is materialized as one folder (named with the dash-stripped accession) that holds a metadata.json catalog plus every textual document the registrant transmitted — the S-11 prospectus and its exhibits — in their original TXT, HTML, or PDF form.

Who is required to file Form S-11?

The registrant is the real-estate issuer whose securities are being registered: equity, mortgage, and hybrid REITs (listed, public non-listed, and registered private), real estate operating companies, real estate limited partnerships, Delaware statutory trusts, and other issuers whose primary business is investing in real estate. Issuers whose real estate holdings are incidental to a non-real-estate business cannot use S-11 and must register on S-1 instead.

What time period does the dataset cover?

The dataset starts on February 1, 1994 — capturing early voluntary and phase-in filings before EDGAR's mandatory cutover in May 1996 — and continues through the most recent refresh. Records are organized into monthly ZIP containers under the YYYY/YYYY-MM.zip path convention.

How does this dataset differ from the Form S-1 dataset?

S-1 is the default long-form Securities Act registration for issuers that cannot use a short form, while S-11 is the real-estate-only carve-out reserved for REITs and issuers primarily investing in real estate. Beyond that scope difference, S-11 prospectuses additionally carry property-level schedules, occupancy and rental data, Schedule III (real estate and accumulated depreciation), Industry Guide 5 prior-performance disclosures where relevant, and Rule 3-14 acquired-property financial statements in lieu of the Rule 3-05 target-company financials used by Form S-1 dataset filers.

Is the S-11 prospectus tagged in Inline XBRL?

The body of the S-11 prospectus is not subject to general financial-statement Inline XBRL tagging the way a 10-K or 10-Q is. XBRL on S-11 records is concentrated in the EX-107 filing-fee exhibit, which the SEC's October 2021 rulemaking (Release No. 33-10997) required to be tagged with Inline XBRL using the ffd taxonomy. The dataset surfaces the extracted XBRL instance (ex107_htm.xml) through metadata.json#dataFiles, allowing direct ingestion of the structured fee data without HTML parsing.

What is included in a record, and what is excluded?

Each record physically contains the SGML-wrapped textual primary document, the SGML-wrapped textual exhibits, the Inline XBRL EX-FILING FEES exhibit (where applicable), and the metadata.json catalog. Image files referenced from the prospectus (GRAPHIC entries) and the EDGAR-generated complete-submission .txt envelope are excluded from the ZIP but enumerated in metadata.json#documentFormatFiles with their EDGAR documentUrl, so the original submission can always be fully reconstituted.