Glossary · P
Prospectus supplement (424B5)
A document filed with the SEC under Rule 424(b)(5) that sets out the terms, pricing and risks of a specific securities offering made under an existing shelf registration. Most digital credit launches start with one.
Revised 22 October 2026 · Suggest a correction
Large US issuers usually register securities in advance on a "shelf" registration statement. When they actually sell a particular security, they file a prospectus supplement that adds the specific details. If the supplement contains information not in the base prospectus, it is filed under SEC Rule 424(b)(5), and EDGAR shows it as form type 424B5.
What it contains
- A description of the security, usually a long summary of the certificate of designations
- Offering size, price and underwriters, or the sales agents for an ATM programme
- Use of proceeds
- Risk factors specific to the security
- The capitalisation table and, often, the issuer's debt outstanding as of a recent date
Examples
- STRE: 424B5 filed 7 November 2025, for the euro-denominated Stream offering. Its definitions name STRF and STRC as senior stock and STRK and STRD as junior stock.
- SATA: 424B5 filed 7 November 2025, the IPO supplement. It sets out the rate adjustment mechanism, the $110 optional redemption price and the compounding terms.
- SATS: 424B5 filed 16 October 2026, covering 7,000,000 shares at $90 and stating no consolidated debt as of 9 October 2026.
Issuers also file free writing prospectuses (form type FWP), such as investor briefings. Strategy's FWP of 24 August 2026 defines several of its own metrics.
Supplement vs certificate
The prospectus supplement describes the terms. The certificate of designations creates them. Where the two differ, the certificate governs. The supplement may also be out of date once the certificate has been amended.
What to check in the filing
- The "Description of the [series]" section
- Risk factors on ranking, dividends and tax
- Date of the supplement against later amendments