Form 25: The SEC's Delisting and Bond Maturity Notice
Form 25 notifies the SEC that a security has been removed from a national exchange. It covers both dramatic delistings (company kicked out or voluntarily leaving) and routine events like a bond being repaid at maturity. Most Form 25 filings are the boring kind.
EDGAR form codes: 25 25-NSE
What Form 25 actually says
Form 25 is a one-page notification that a security is no longer listed on a national exchange. It is usually filed by the exchange (or sometimes the company itself) under SEC Rule 12d2-2. The form states the name of the issuer, the title of the security, and the effective date of removal from listing. There are two main reasons for filing: (a) the issuer no longer meets the exchange's listing standards or has chosen to leave, or (b) the security has matured, been redeemed, or retired (e.g., a bond paid off at its maturity date).
Who files it and when
The exchange is the primary filer. When a company is delisted for cause (e.g., stock price below $1, failure to file reports), the exchange files Form 25 within one business day of deciding to delist. For voluntary delistings, the company may file the form, or the exchange files it after the company requests removal. For bond maturities, the exchange typically files the form on or shortly after the maturity date. The rule says the exchange must file 'immediately' or 'within a reasonable time' after the security ceases to be listed. The filing triggers the end of trading on that exchange.
The big distinction: delisting vs. bond maturity
There are three scenarios that lead to a Form 25: involuntary delisting, voluntary delisting, and bond maturity. Involuntary delisting happens when the company fails to meet the exchange's continued listing standards — for example, its stock price falls below $1, its market cap drops too low, or it misses required filings. Voluntary delisting occurs when a company chooses to move to another exchange, go private, or restructure. Bond maturity (or redemption) is purely administrative: the bond has been paid off and is no longer traded. Unlike the first two, a bond maturity carries no implications about the company's health. Most Form 25 filings are for bonds, not stocks.
Delisting vs. deregistration (and why the difference matters)
Delisting only removes a security from trading on a specific exchange. The stock can still trade over-the-counter (OTC) on platforms like OTCQX or Pink Sheets. The company also remains subject to SEC reporting requirements (10-Ks, 8-Ks, etc.) unless it separately deregisters. Deregistration is a different process — the company files Form 15 to terminate its obligations under the Securities Exchange Act. Deregistration requires meeting certain thresholds (usually fewer than 300 shareholders of record, or fewer than 500 if the company has under $10 million in assets). A company that is delisted does not automatically deregister; many delisted companies continue filing reports. Most companies that file Form 25 also continue to file quarterly and annual reports.
How to tell which kind of Form 25 you are looking at
The quickest clue is the name of the security. If it says '6.75% Senior Notes due 2029' or '3.5% Convertible Debentures', it is a bond maturity. If it says 'Common Stock' or 'Preferred Stock', it is a delisting. For stock delistings, check the filing for the specific reason: the form may reference Rule 12d2-2(a) (delisting for cause) or Rule 12d2-2(b) (voluntary withdrawal). Also look at the issuer's recent filings: a company that missed its 10-K deadline, received a noncompliance letter from the exchange, or had its stock price below $1 for 30 days is likely being delisted involuntarily. If there are no red flags and the company is a large-cap with many bond series, the Form 25 is almost certainly routine.
Why most Form 25 filings are nothing to worry about
Every time a bond matures, the exchange must remove it from listing — that means thousands of Form 25 filings per year. A single company like Apple or Microsoft may file dozens of Form 25s over time as its various bonds mature. These are purely administrative: the bond has been paid off, and the filing merely updates the exchange's list. The same form can also be used for a delisting that signals a company in crisis, but those are the exception. When you see a Form 25 pop up, the first thing to check is whether the security is a bond or a stock. If it is a bond, ignore it. If it is a stock, then look deeper.
Common questions
What happens to a company's stock after a delisting Form 25?
Its shares stop trading on that exchange. They may move to the over-the-counter (OTC) market (e.g., OTCQX, Pink Sheets). The company still has SEC reporting obligations unless it also deregisters via Form 15. Trading typically becomes less liquid and more volatile.
Can a company voluntarily file Form 25 to leave an exchange?
Yes. A company that wants to move to a different exchange, go private, or restructure can voluntarily delist. It must file the form or request the exchange to file it. The company usually must meet certain conditions (e.g., board approval, shareholder notification). After voluntary delisting, the stock may still trade OTC.
Why does a bond need a Form 25?
When a bond matures or is called (redeemed early), it stops trading. The exchange must remove it from its listed securities list to keep records accurate. Filing Form 25 is the official way to say 'this security no longer exists on our exchange.' It has no bearing on the issuing company's financial health.
How can I quickly tell if a Form 25 filing is a red flag?
Look at the 'Title of Class' field. If it contains words like 'Note', 'Debenture', 'Bond', or a specific interest rate and maturity date, it's a bond — no concern. If it says 'Common Stock' or 'Preferred Stock', check the issuer's recent filings for noncompliance notices, missed deadlines, or a stock price below $1. Also, see if the exchange published a separate delisting notice. If none of those signs exist, even a stock delisting might be voluntary (e.g., moving exchanges).
Is Form 25 always filed by the exchange?
Usually yes. Rule 12d2-2 requires the exchange to file the form promptly after a security ceases to be listed. However, the issuer may also file if the exchange fails to do so. In practice, exchanges handle it automatically for both involuntary and voluntary delistings as well as bond maturities.
Reference material, written with AI assistance and based on SEC rules and filing practice. Informational only, not investment or legal advice. Filing requirements change — check the SEC's own guidance for anything consequential.