S-1 (Securities Registration Statement)
The registration document filed before selling new shares — first filed at the IPO, and again each time new shares are sold afterward.
In plain terms
To create new shares and sell them to the public, a company must first file a document with the SEC and go through review. That document is the S-1.
It is best known as the filing made when a company first lists, but companies already listed file it again when they sell new shares or when existing shareholders put their shares on the market.
What it tells you
It states how much is being sold and on what terms. Comparing that number with the current shares outstanding gives a sense of how much existing shareholders' stakes could be diluted.
It also states what the money raised will be used for (use of proceeds). Whether it goes to repaying debt, into equipment, or to working capital is spelled out there.
A long list of risk factors is attached. Since the company writes them itself, comparing them with the same company's [10-K risk factors](risk-factors) shows what has newly been added.
Formula
S-1 = the registration statement filed before offering securities to the public It must go through SEC review and become «effective» before shares can be sold ※ Companies that already qualify use the simpler [S-3](shelf-registration)
What high or low means
It has the same purpose as [S-3](shelf-registration) but a different procedure. With S-3, a company that meets the requirements registers in advance and draws on it when needed; S-1 is used when a company lacks that eligibility or is selling for the first time.
Our screens show this form in the recent filings list, and whether the share count actually increased can be checked in the shares outstanding trend.
**Filing is not issuance.** Terms can change during review, or the filing may be withdrawn altogether. Shares can only be sold once it becomes effective.
**Not all registered shares get sold.** It is common to set a generous ceiling, so actual issuance may be smaller.
Resale registrations, where existing shareholders sell their own shares, are also done on Form S-1. In that case no new money comes into the company and the share count does not increase — the "who is selling" section on the cover page is what tells them apart.
Metrics to read alongside
See it in real stocks
Search US stocks on Stocklore to see S-1 and other financial metrics alongside the sector benchmark.
This explanation is for information and reference only and is not a recommendation to buy or sell any security. Investment decisions and their consequences are your own.