S-1 vs S-3: the two SEC registration forms
On S-1 vs S-3, both are SEC registration statements under the Securities Act of 1933, but they serve companies at different stages. An S-1 is the long form a company files when it registers securities without a reporting history, most often for an IPO. An S-3 is the short form a seasoned reporting company files, usually to set up a shelf it can sell from over time. This guide compares S-1 vs S-3 so you know which form fits which situation. It is not investment advice.
Definition
An S-1 versus an S-3
are the SEC's long-form and short-form registration statements. The S-1 discloses a company in full and is used for IPOs. The S-3 is for seasoned reporting companies that meet an eligibility test and incorporate their existing SEC reports by reference, mainly for shelf offerings. Source: SEC.
What is the S-1?
An S-1 is the full registration statement a company files before selling shares to the public, usually its IPO. Because a first-time issuer has no SEC reporting history to point to, the S-1 discloses the business, risk factors, use of proceeds, and audited financials in one document. The SEC must declare it effective before any shares are sold, and the final priced prospectus is filed as a 424B.
What is the S-3?
A Form S-3 is the short-form registration for a company that already reports to the SEC. It incorporates by reference the company's periodic reports rather than repeating them, and is used mainly for a shelf registration the company can sell from in stages. To use it, an issuer must have reported for at least 12 months, been timely, and generally have a non-affiliate public float of $75 million or more.
How do the two registration forms compare?
The split is history and eligibility, not purpose alone.
| What to check | S-1 (long form) | S-3 (short form) |
|---|---|---|
| Typical use | IPO, first-time registration | Shelf offering by a seasoned filer |
| Reporting history needed | None | At least 12 months, timely |
| Public float test | No float test to file | Generally $75M non-affiliate float |
| Disclosure style | Full business disclosure | Incorporates SEC reports by reference |
| Filed on | EDGAR | EDGAR |
| Approval? | Disclosure, not approval | Disclosure, not approval |
$75 million
General non-affiliate public float an issuer needs to register a primary offering on Form S-3
Source: SEC
Reading registration filings
The S-1 and S-3 are the two front doors into US securities registration, and which one a company uses tells you where it is in its public life. Both, and the pre-IPO and periodic filings around them, sit on EDGAR. For the India analogue of the pre-IPO document, see S-1 vs DRHP, and to pull any of these, see how to search SEC EDGAR.
Flock reads disclosure filings and keeps each one dated and linked to its SEC source. What any of the data means for you is your call to make.
Frequently asked questions
What is the difference between an S-1 and an S-3?
An S-1 is the long-form SEC registration statement, used most often for an IPO, that discloses the business in full. An S-3 is a short-form registration for seasoned reporting companies that incorporates their existing SEC reports by reference and is used mainly for shelf offerings. Source: SEC.
Can any company file an S-3?
No. Form S-3 is limited to companies that have reported to the SEC for at least 12 months, have been timely with those reports, and generally have a non-affiliate public float of $75 million or more. A company that cannot meet the test registers on the longer Form S-1. Source: SEC.
Which form is used for an IPO?
An IPO uses Form S-1, because a company going public has no prior SEC reporting history to incorporate by reference. Form S-3 comes later, once the company has reported for at least a year and meets the eligibility test. Source: SEC.
Are both S-1 and S-3 filed on EDGAR?
Yes. Both the S-1 and the S-3, along with their amendments and prospectus supplements, are filed on the SEC's EDGAR system and are free to read. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.