Real examples from the filings
A new paragraph in a company's risk factors about raising money, and the share offering the company filed afterwards. Each case is two public
filings with their dates and links. They are here to show what reading the filings looks like, not as a signal.
Read this first. Of the 431 companies whose latest 10-K has new risk paragraphs (and is more than 180 days old),
34 filed a share offering within 180 days (8%).
Of the 33 without new paragraphs, 1 did (3%).
Companies raise money for many reasons, and a new paragraph is not a reason to expect an offering.
Our own
backtest found no signal in changes like these. No example below is a promise, a prediction or advice.
10 of 10 cases, newest 10-K first. A case is listed when a new paragraph names raising capital or issuing shares
and an offering of shares (S-3 or 424B) followed within 180 days. The cases are not chosen by how the stock did.
Mar 31, 2026 · 10-K, 155 new paragraphs in Risk Factors. One of them:
We monitor our assets and income for compliance under the 1940 Act and seek to conduct our business activities in a manner such that we do not fall within its definitions of “investment company” or that we qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC regulations.
The 10-K on sec.gov ↗ · Every new paragraph
Apr 27, 2026 · 27 days later: 424B5
offering of common stock.
We are offering to purchasers 3,076,922 shares of our Class A common stock, par value $0.001 per share, at a purchase price of $2.60 per share, in a registered direct offering.
The 424B5 on sec.gov ↗ · All offerings
Mar 30, 2026 · 10-K, 315 new paragraphs in Risk Factors. One of them:
Our level and terms of indebtedness could adversely affect our ability to raise additional capital, fund operations, and take advantage of new business opportunities, and we may be unable to service or refinance our debt.
The 10-K on sec.gov ↗ · Every new paragraph
Mar 31, 2026 · 1 days later: 424B3
offering of common stock.
The 424B3 on sec.gov ↗ · All offerings
Mar 30, 2026 · 10-K, 148 new paragraphs in Risk Factors. One of them:
Additionally, the secondary market for borrowing against digital assets is not well developed. We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, especially during times of market instability or when the price of digital assets has declined significantly.
The 10-K on sec.gov ↗ · Every new paragraph
May 6, 2026 · 37 days later: 424B5
offering of common stock.
We are offering 2,777,778 shares of our common stock, $0.0001 par value per share, in this offering.
The 424B5 on sec.gov ↗ · All offerings
DFDV DeFi Development Corp.
Mar 30, 2026 · 10-K, 68 new paragraphs in Risk Factors. One of them:
Additionally, the secondary market for borrowing against digital assets is not well developed. We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, especially during times of market instability or when the price of digital assets has declined significantly.
The 10-K on sec.gov ↗ · Every new paragraph
May 1, 2026 · 32 days later: 424B5
at-the-market program, $200,000,000.
we may offer and sell from time to time shares of our common stock, par value $0.00001 per share, or common stock.
The 424B5 on sec.gov ↗ · All offerings
Mar 19, 2026 · 10-K, 334 new paragraphs in Risk Factors. One of them:
We have a history of operating losses as our business has grown. If we are unable to achieve greater revenues than our operating costs or reduce operating costs, we will continue to incur operating losses, which could result in the need to raise additional capital to support our operating business and negatively impact our operations, strategy and financial performance.
The 10-K on sec.gov ↗ · Every new paragraph
Jun 5, 2026 · 78 days later: 424B5
at-the-market program, $2,550,000,000.
… we may offer and sell under the Sales Agreement from up to $450,000,000 to up to $2,550,000,000 (which amount includes shares that we sold under the Sales Agreement prior to the date of this amendment) from time to time through the Agents.
The 424B5 on sec.gov ↗ · All offerings
Mar 9, 2026 · 10-K, 141 new paragraphs in Risk Factors. One of them:
ETH constitutes the vast bulk of assets on our balance sheet. If we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell ETH to satisfy our financial obligations, and we may be required to make such sales at prices below our cost basis or that are otherwise unfavorable.
The 10-K on sec.gov ↗ · Every new paragraph
Jun 23, 2026 · 106 days later: 424B5
offering of common stock.
we are offering in a registered direct offering to a certain purchaser 10,013,351 shares of our common stock, par value $0.0001 per share (“Common Stock”), as well as warrants to purchase up to 10,013,351 shares of Common Stock (the “Warrants”).
The 424B5 on sec.gov ↗ · All offerings
Feb 27, 2026 · 10-K, 16 new paragraphs in Risk Factors. One of them:
If we engage in debt financing, the holders of any debt we issue would likely have priority over the holders of shares of our common stock in terms of order of payment preference and may require us to accept restrictive covenants.
The 10-K on sec.gov ↗ · Every new paragraph
Apr 16, 2026 · 48 days later: 424B5
offering of common stock.
Shares Common Stock TeraWulf Inc. is offering 47,400,000 shares of its common stock, par value $0.001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus.
The 424B5 on sec.gov ↗ · All offerings
Feb 26, 2026 · 10-K, 19 new paragraphs in Risk Factors. One of them:
The Duke Energy Registrants are subject to numerous environmental laws and regulations affecting many aspects of their present and future operations, including CCR, air emissions, water quality, wastewater discharges, solid waste and hazardous waste.
The 10-K on sec.gov ↗ · Every new paragraph
Mar 6, 2026 · 8 days later: 424B5
at-the-market program, $6,000,000,000.
We may offer and sell shares of our common stock, par value $0.001 per share, referred to herein as the “common stock,” having an aggregate sales price of up to $6,000,000,000 over a period of time and from time to time through the sales agents under an equity distribution agreement.
The 424B5 on sec.gov ↗ · All offerings
Feb 19, 2026 · 10-K, 65 new paragraphs in Risk Factors. One of them:
the reporting period (or, if later, the time our STRK Stock is issued). However, this calculation is not made if reflecting our STRK Stock in diluted earnings per share in this manner is anti-dilutive. Accordingly, the application of the if-converted method to our STRK Stock may result in lower reported diluted earnings per share.
The 10-K on sec.gov ↗ · Every new paragraph
Mar 23, 2026 · 32 days later: 424B5
at-the-market program, $21,000,000,000.
In accordance with the terms of the Sales Agreement, as supplemented by the Sales Agreement Addendum, under this prospectus supplement annex relating to the sale of our class A common stock (the “Common Stock Annex”), we may offer and sell shares of our class A common stock having an aggregate offering price of up to $21,000,000,000 from time to time through one or more of the Agents, acting as our sales agents.
The 424B5 on sec.gov ↗ · All offerings
Feb 6, 2026 · 10-K, 34 new paragraphs in Risk Factors. One of them:
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms.
The 10-K on sec.gov ↗ · Every new paragraph
Feb 9, 2026 · 3 days later: 424B5
at-the-market program, $2,500,000,000.
We refer to a Sales Agent, when acting as sales agent for the relevant Forward Purchaser, as individually, a “Forward Seller,” and collectively, the “Forward Sellers.” In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time through the Sales Agents, as our sales agents, or, if applicable, as Forward Sellers, or directly to one or more of the Sales …
The 424B5 on sec.gov ↗ · All offerings
When we were wrong
We keep a public log of corrections: what the site showed, what was wrong, and what changed. Nothing is removed from it.