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SIE Offerings

Offerings covers how securities reach the market: registration under the Securities Act of 1933, the primary versus secondary distinction, the roles in an underwriting syndicate, and the exemptions — Regulation D, Rule 144, Regulation A — that let an issuer skip full registration.

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Knowledge of Capital Markets · 16%250 questions15% hard
16%of the exam is Knowledge of Capital Markets, the section this topic sits in.
250questions on this topic in the PrepScore bank.
36%are apply-level questions — the dominant cognitive demand here.
18are EXCEPT / NOT items, where the answer is the odd one out.
What the SIE asks

What you actually need to know

  • Primary versus secondary: in a primary transaction the issuer receives the proceeds.
  • The registration timeline — filing, cooling-off period, effective date — and what may be done in each phase.
  • Firm commitment versus best efforts, and who carries the risk in each.
  • Private placements under Reg D, accredited investor status, and resale limits under Rule 144.
How this topic behaves

What 250 questions on it look like

18 questions are EXCEPT or NOT items. Reverse-worded questions are where careful candidates lose marks they had already earned; the fix is mechanical — read the stem twice before the options.

15% of the bank for this topic is rated hard — well above the exam average. Budget more time here than its blueprint weight alone suggests.

30% of the questions demand analysis rather than recall — you are asked to judge a described situation, not to name a definition.

compliance judgment57%
concept16%
scenario15%
comparison12%

Question-type mix across the 250 questions in this topic.

From the bank

Three real offerings questions

With the explanation — which is the part that teaches.

compliance judgment · medium · understand

In a primary (issuer) transaction, who receives the proceeds from the sale of the securities?

  1. AThe issuing company, which is raising new capitalcorrect
  2. BA selling shareholder who is liquidating an existing position
  3. CThe SEC, which holds the funds in escrow until effectiveness
  4. DThe broker-dealer executing the customer's order on an exchange
Why A is correct

A primary transaction is an issuer transaction: the issuer sells newly created securities and keeps the proceeds to raise capital. When an existing investor sells, that is a non-issuer (secondary) transaction and the proceeds go to the selling investor, not the company.

comparison · easy · understand

Which comparison best identifies an official statement in a municipal offering?

  1. AAn official statement is the primary disclosure document for a municipal securities offering, while a corporate prospectus is used in registered corporate offeringscorrect
  2. BAn official statement is a mutual fund NAV worksheet, while a prospectus is a customer complaint log
  3. CAn official statement is the same as a hedge fund lockup notice, while a prospectus is a Federal Reserve rate announcement
  4. DAn official statement is an ETF order ticket, while a prospectus is a balance-of-payments report
Why A is correct

An official statement is the main disclosure document for a municipal securities offering, while a prospectus is commonly associated with registered corporate securities offerings.

concept · medium · recall

Which statement best identifies a program disclosure document for municipal fund securities?

  1. AIt is a municipal issuer's official statement for a bond financing, focused on the issuer and debt repayment source
  2. BIt is disclosure for programs such as 529 plans, describing plan features, risks, fees, tax considerations, and investment optionscorrect
  3. CIt is a broker-dealer's trade confirmation after purchase, focused on execution details and settlement information
  4. DIt is a registered fund prospectus for an investment company, focused on that fund's strategy, costs, and risks
Why B is correct

Program disclosure documents for municipal fund securities such as 529 plans describe program features, risks, fees, tax considerations, and investment options.

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FAQ

Offerings questions

Who gets the money in a primary offering?

The issuer. In a secondary transaction the proceeds go to the selling shareholder, not the company.

What can a firm do during the cooling-off period?

Take indications of interest and distribute a preliminary prospectus. It may not sell, accept money, or make promises about the offering.

What is a firm commitment underwriting?

The underwriter buys the whole issue and resells it, taking the risk of unsold shares. Under best efforts the underwriter only agrees to try, and unsold shares go back to the issuer.
Last reviewed 2026-08-28. Exam facts sourced to FINRA’s SIE exam page and the FINRA SIE content outline. Question counts describe the PrepScore bank, not the exam.
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