Series 24: Free-Writing Prospectus (FWP)

Taken from our Series 24 Online Guide

Free-Writing Prospectus (FWP)

The gun-jumping provisions in Section 5 of the Securities Act restrict any party from making offers of a security before the registration statement has become effective, except if the offer is made through the preliminary prospectus. These provisions were put in place to protect the retail investor by making sure that each investor could make an informed decision through reading the preliminary prospectus. In 2005, the restrictions were relaxed to allow additional kinds of offers. Perhaps the most influential modification was the introduction of the free-writing prospectus (FWP).

A free-writing prospectus is any written offer to sell or a solicitation to buy the securities in an offering, distributed during the cooling-off period, after a registration statement has been filed.

In this case, “written” includes written, printed, and graphic communications. Scripted offers such as those broadcast on TV or radio are considered written. Road show presentation slides

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