Secondary Offering - Series 66 Exam Prep

Secondary offering questions sit inside the analytical methods section of the Series 66 (about 8% of the exam), and they're a frequent source of careless points lost when candidates confuse media usage with the textbook definition. In this 9-minute explainer we work through who actually gets the cash in a secondary offering, why it's not dilutive, and how it differs from a follow-on offering, so the primary-vs-secondary distinction is locked in before test day. By the end of this video you'll be able to confidently answer Series 66 questions about: • The textbook definition of a secondary offering (also called a secondary distribution): existing shareholders selling to the public, not the issuer • Who pockets the proceeds in a secondary offering, and why the company's bank account is completely unaffected • Why a secondary offering is non-dilutive: no new shares are created, so total shares outstanding stay identical • Which insiders typically run secondary offerings (founders, officers and directors after lockup, venture capital and private equity, large institutional holders) • The primary-vs-secondary head-to-head: seller, cash recipient, new shares created, and dilution effect • Why a follow-on offering (seasoned equity offering) is actually a primary offering, and the media trap of calling any post-initial public offering (IPO) sale a "secondary" • Combination offerings where new issuer shares (primary, dilutive) and insider shares (secondary, non-dilutive) sell side by side in the same deal 📚 Free written study guide, flashcards, and adaptive practice quizzes for this section (no signup wall to read): https://app.certfuel.com/series66/lea... 🎯 Try CertFuel free for the full Series 66 adaptive study experience: https://www.certfuel.com/series-66/?u... ▶️ CHAPTERS 0:00 Who gets the cash after an IPO 1:11 Carl the client sells his shares to Iris 2:55 The used-Ford analogy and zero dilution 4:46 Primary vs secondary side by side 5:16 The media trap: loose use of "secondary" 5:51 Follow-on offerings and combo deals 7:09 Rapid-fire exam recap About this series: Each Series 66 explainer covers one section of NASAA's Uniform Combined State Law Examination. The full Series 66 has 100 scored questions and runs 150 minutes at Prometric, combining state-securities-law content from the Series 63 with investment adviser content from the Series 65. CertFuel breaks the exam into short units so you can study in 20-50 question blocks and track your readiness to the 75% confidence threshold. #Series66 #Series66Exam #Series66ExamPrep #NASAA #SecondaryOffering #FollowOnOffering #PrimaryVsSecondary #EquityOfferings #InvestmentAdviser #SecuritiesExam