What it means
Tombstone Ad
What does a tombstone ad contain?
| Element | Example |
|---|---|
| Issuer | The company offering the securities |
| Securities and amount | The type and size of the offering |
| Underwriters | The banks that managed the deal, often in order of role |
| Basic terms | Limited, factual terms only |
| Required legal wording | A statement that it is not an offer to sell and that offers are made only by prospectus |
The layout is plain, with no claims, no slogans and no forecasts.
What rules govern it?
Under the Securities Act, communications about an offering are tightly limited while a company is in registration. Rule 134 is a safe harbor, sometimes called a "tombstone-plus" rule, that lets a company make certain communications once a registration statement is on file. It lists the content that is permitted, and the list is a checklist, not an open invitation. The safe harbor does not open until the registration statement has been filed publicly, and it does not unlock when a company merely decides to go public. In practice, Rule 134 lets an issuer issue a launch press release and basic deal information without the notice being treated as a prospectus. Counsel should review every offering communication.
How are tombstones used today?
- Print notices in financial newspapers are less common than they once were.
- Banks and law firms still show tombstones on websites and in deal lists to record completed transactions.
- The format survives as a credential and a ritual, and some deals are also marked with commemorative "deal toys".
What is the communications angle?
- Keep it factual. A tombstone is the opposite of promotion, and any added hype can create legal problems.
- Coordinate with the press release. Make sure facts in both match. See press release.
- Respect the quiet period. Publicity around an offering is restricted. See quiet period and IPO communications.
- Use it as a credential. Agencies and advisers can list completed deals, where rules allow.
This is general information, not legal advice.
Frequently asked questions
What is a tombstone ad?
A formal, minimal notice announcing a securities offering, listing the issuer, amount and underwriters.
Why is it called a tombstone?
Because its plain, boxed layout looks like a gravestone. It records the deal without any sales language.
Is a tombstone an offer to sell securities?
No. It states that it is not an offer. Offers are made through the prospectus.
Are tombstone ads still published?
Fewer appear in print, but the format lives on in online deal lists and credentials.
What is Rule 134?
An SEC rule that allows limited, specified information about an offering to be communicated after a registration statement is filed.
Related terms and services
Form S-1, roadshow, quiet period, IPO communications and the Financial Communications glossary. See 5W's Financial Communications for Pre-IPO Companies.
Sources
- Hamilton and Associates: Rule 134 and offering communications
- Cornell Law School Wex: Pre-filing period
By the 5W Editorial Team. Every 5W article is reviewed by a human editor before publication. Updated October 28, 2026.