SEC Filing Dictionary

Decode the alphabet soup of SEC filings. Learn which forms signal danger for your portfolio.

S-3

Shelf Registration Statement

Dilution Risk: HIGH

A registration statement for future issuance of securities. It acts as a 'shelf' where the company puts stock to sell later. Once effective, the company can sell shares quickly.

Pro Tip: Look for the 'Aggregate Offering Price' to see the maximum amount they can raise.

424B5

Prospectus Supplement

Dilution Risk: CRITICAL

The final step in a shelf offering. This document gives the specific terms of a deal (price, number of shares) that is happening NOW. Usually signals immediate dilution.

Pro Tip: Check the offering price vs. current market price.

8-K

Current Report

Dilution Risk: VARIES

Announces major events that shareholders should know about (e.g., earnings, material agreements, delisting notices, or unregistered sales of equity).

Pro Tip: Search for 'Item 3.02' (Unregistered Sales of Equity Securities).

S-1

General Registration Statement

Dilution Risk: MEDIUM

Used by companies not eligible for S-3 (often smaller or newer companies) to register new shares. Often used for IPOs or PIPEs.

Pro Tip: Takes longer to become effective than an S-3.

10-Q / 10-K

Quarterly / Annual Report

Dilution Risk: LOW

Periodic financial reports. While they don't trigger dilution themselves, they contain the critical data (cash balance, burn rate, share count) needed to predict it.

Pro Tip: Look at the 'Liquidity and Capital Resources' section.

SC 13G / 13D

Beneficial Ownership Report

Dilution Risk: LOW

Filed when a fund or individual acquires more than 5% of a company. 13D implies activist intent; 13G is passive.

Pro Tip: Can signal institutional interest.