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Form 25

Also known as: Form 25-NSE, notification of removal from listing

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Form 25 is the notification of removal from listing and registration filed with the SEC when a class of securities is delisted from a national securities exchange such as Nasdaq or the NYSE. It can be filed by the exchange, after an involuntary delisting, or by the company itself, for a voluntary delisting. When an exchange files it, the form type on EDGAR appears as 25-NSE.

How it works

Delisting becomes effective 10 days after the Form 25 is filed. Deregistration of the securities under Section 12(b) of the Exchange Act follows 90 days after filing, unless the SEC sets a shorter period.

For a voluntary delisting, the company must give the exchange written notice of its intent at least 10 days before filing the Form 25, and publicize the decision through a press release and its website. It also discloses the decision on an 8-K under Item 3.01. For an involuntary delisting, the exchange files the Form 25 after the company has exhausted its cure periods and any appeals, or immediately after events such as bankruptcy in some cases.

Form 25 is also filed when a merger closes and the target's shares stop trading, or when a company moves its listing to another exchange.

Why it matters for traders

The Form 25 is the formal end of a stock's exchange listing. For distressed companies, it usually means the stock will continue on OTC markets with reduced liquidity and wider spreads. Many institutional holders and index funds must sell before or shortly after delisting, which can pressure the price. A Form 25 tied to a voluntary delisting is often followed by a Form 15 to stop SEC reporting.

Example

A hypothetical biotech, Northwind Therapeutics (NWTX), fails to cure a minimum bid price deficiency and loses its Nasdaq hearing panel appeal. Nasdaq suspends trading, and NWTX begins trading OTC. Nasdaq later files a Form 25-NSE on June 2; the delisting becomes effective June 12, and Section 12(b) deregistration takes effect around August 31.

FAQ

What is the difference between Form 25 and Form 15?

Form 25 removes a security from exchange listing. Form 15 terminates registration or suspends SEC reporting.

Can a stock trade after a Form 25?

Yes, usually over the counter, though liquidity is typically much lower.

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Related terms

DelistingThe removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC.8-K Item 3.01: Notice of Delisting or Failure to Satisfy a Listing RuleThe 8-K item a company files after an exchange notifies it that it no longer meets a listing standard, or when it moves or ends its listing.Form 15The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations.Minimum bid price requirementAn exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it.OTC marketsTrading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers.

Part of the Quantisnow financial glossary. For longer explainers, see the investing guides. Educational content, not investment advice.