What does a Form 25 mean for a listed stock?

Information as of 15 October 2026. Everything below comes from the SEC's Form 25 and Rule 12d2-2, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

What is a Form 25?

The SEC's Form 25 is titled Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934. It is the paper that tells the Commission that a class of a company's securities, for example its common stock, is being struck from an exchange and from registration under that section of the Act. It is filed electronically on EDGAR, and it is short: the issuer's name and the exchange, the class of securities, and a box that marks which provision of Rule 12d2-2 is relied on.

The form relates to one class of securities. A company with common stock and a separate class of notes can have one of them removed while the other stays listed.

Who files it, and on what grounds?

Rule 12d2-2 gives three routes. In the first, the exchange files because one of four conditions exists: the entire class has been called for redemption, maturity or retirement and the funds have been deposited; the class has been redeemed or paid; the instruments have come to evidence other securities in substitution, with the exception that they may represent a right to an immediate cash payment; or all rights pertaining to the class have been extinguished. The third condition is the one that matches a merger in which the old shares are converted into something else, and the rule says the right of dissenters to receive appraised value does not prevent it from applying.

In the second route, the exchange files in cases the first route does not cover, under its own rules. The rule requires that those rules provide for notice to the issuer, an opportunity to appeal to the exchange's board or a committee, and public notice by press release and on its website no fewer than 10 days before the delisting becomes effective.

In the third route, the company itself files to withdraw voluntarily. It has to comply with the law of its state of incorporation and the exchange's rules, give the exchange written notice at least 10 days before it files, and publish its intention and its reasons by press release and, if it has a website, on that site.

When does it take effect?

Two clocks run from the filing date. The Form 25's general instructions say that removal of the class from listing is effective 10 days after the form is filed, and that withdrawal of the registration under Section 12(b) takes effect 90 days after filing, or a shorter period that the Commission may determine. A filed amendment restarts both periods. The rule adds that the Commission can postpone either one in order to check whether the application was made in accordance with the exchange's rules.

So a Form 25 filed on a given Monday does not make trading stop that day. The class is no longer listed ten days later, and the registration under that section ends later still.

Does a Form 25 end a company's reporting duties?

Not by itself. The instructions say that a company's duty to file reports under Section 13(a) that comes solely from the Section 12(b) registration is suspended on the effective date of the delisting. If the withdrawal of registration is then delayed, the company has to file, within 60 days of the delay, the reports it would have owed, and keep filing for as long as the delay lasts.

The preliminary note to Rule 12d2-2 adds that a Form 25 does not affect an obligation to be registered under Section 12(g) or reporting duties under Section 15(d). Companies that stop reporting altogether use a separate paper, covered in our article on Form 15.

How does it relate to a merger and to a delisting notice?

When an acquisition closes, the old shares become a right to cash or to other securities, which is the situation the third condition describes. The announcement and the closing are reported in a Form 8-K, as described in our article on the merger agreement item. A Form 25 filed by the exchange because a company no longer meets listing standards is a different story, and the company's own warning of that appears under Item 3.01 of Form 8-K, described in our article on delisting notices.

OQRO's M&A page follows Form 8-K filings, not Form 25.

What this does not tell you

A Form 25 does not say why the class is removed unless the attached exchange determination or the company's notice says so, and the form itself is only a notification with a box for the rule relied on. It does not say whether the securities will be quoted elsewhere, and it does not say that the company has stopped reporting. The 10 and 90 day periods are the ones in the form's instructions and in Rule 12d2-2; a filing can be amended or postponed by the Commission.

OQRO describes the filing and its dates; it does not interpret the event or predict anything about a price. Nothing here is investment advice.