424B Prospectus

DEFINITION

Once the SEC clears the S-1 (or S-3 shelf comes off), the company files a 424B variant (typically 424B4 for IPOs, 424B5 for shelf takedowns) with the priced terms: number of shares, offering price, underwriter discount, and net proceeds. The 424B is the legally operative prospectus for the actual sale — what investors are deemed to have read.

WHY IT MATTERS FOR RETAIL INVESTORS

The 424B is where you find the real economics of an offering: pricing relative to the initial range (signals demand strength or weakness), share count, and dilution. For shelf takedowns from S-3 registrations, each 424B5 tells you exactly when and how much was issued — a more precise dilution tracker than press releases alone.

RELATED TERMS

• Form S-1
• Form S-3
• Prospectus
• IPO