What is a Form 25 filing? SEC delisting explained (2026)
A Form 25 filing is the one-page form that removes a class of securities from listing on a national exchange and begins deregistration under Section 12(b) of the Securities Exchange Act of 1934. It is filed under SEC Rule 12d2-2 by either the company or the exchange, and it is the standard mechanism for a stock to leave Nasdaq or the NYSE. This guide explains what a Form 25 filing is, when it takes effect, and what it does and does not end. It is not investment advice.
Definition
A Form 25 filing
is a one-page SEC form filed under Rule 12d2-2 that removes a class of securities from listing on a national exchange and deregisters it under Section 12(b) of the Securities Exchange Act of 1934. Either the issuer or the exchange can file it. Source: SEC.
What does a Form 25 do?
A Form 25 filing does two linked things: it delists the security from the exchange, and it starts deregistration of that class under Section 12(b). The two do not happen at the same moment. The delisting is quick; the deregistration has a waiting period so the SEC and other parties can object if needed.
- Delisting takes effect 10 days after the Form 25 is filed. On that date, the issuer's duty to file reports under Section 13(a) that flows from the 12(b) registration is suspended.
- Deregistration of the class under Section 12(b) becomes fully effective 90 days after filing.
10 days
After a Form 25 is filed, delisting from the exchange becomes effective; deregistration under Section 12(b) follows at 90 days
Source: SEC
Who files a Form 25?
Either the issuer or the exchange can file it, and the reason differs by filer.
- An issuer files a Form 25 to delist voluntarily, for example ahead of a going-private deal or a move to over-the-counter trading.
- An exchange files a Form 25 to remove a company that has fallen below listing standards, such as minimum price or market-value rules.
Does a Form 25 end all SEC reporting?
No. A Form 25 ends the exchange listing and the 12(b) registration, but a company can still be a reporting company under Section 12(g) or Section 15(d). To suspend or terminate those obligations, it files a Form 15. A company leaving the public markets often files the Form 25 first and then the Form 15. For how the two differ, see Form 25 vs Form 15. When leaving is part of a going-private transaction, look also at Schedule 13E-3. To find 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 a Form 25 used for?
A Form 25 is the one-page SEC form that removes a class of securities from listing on a national exchange and begins deregistration under Section 12(b) of the Securities Exchange Act of 1934. It is filed under Rule 12d2-2 by either the issuer or the exchange. Source: SEC.
When does a Form 25 take effect?
Delisting from the exchange becomes effective 10 days after the Form 25 is filed, and on that date the issuer's Section 13(a) reporting duty tied to the 12(b) registration is suspended. Deregistration of the class under Section 12(b) becomes fully effective 90 days after filing. Source: SEC.
Who files a Form 25, the company or the exchange?
Either can. An issuer files a Form 25 to voluntarily delist. An exchange files a Form 25 when it removes a company that no longer meets listing standards. Both use the same Rule 12d2-2 form on EDGAR. Source: SEC.
Does a Form 25 end all SEC reporting?
Not by itself. A Form 25 ends the exchange listing and the 12(b) registration, but a company may still owe reports under Section 12(g) or Section 15(d). To stop those, it files a Form 15. A full exit from public reporting often uses both forms. Source: SEC.
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.