The Form 497H2 Files dataset is an EDGAR-derived archive of definitive prospectus supplements filed by registered investment companies — overwhelmingly closed-end funds — under Rule 497(h)(2) of the Securities Act of 1933 to complete pricing information that was intentionally omitted from the effective prospectus in reliance on Rule 430A. Each record is one EDGAR submission of submission type 497H2, materialized as an accession-numbered folder containing a structured metadata.json describing the filing and the original HTML prospectus supplement that carries the executed offering economics — sale date, share count, offering price per share, underwriting commission or distribution fee, and gross and net proceeds. The filer of record is the fund itself, not the underwriter, distributor, or adviser. Records are grouped into per-month ZIP archives organized by filing year, distributed in a single ZIP container with file types limited to JSON and HTML (with TXT references appearing only in metadata). The dataset begins with EDGAR's earliest accepted 497H2 sample dated December 1995 and continues through the most recent refresh.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
Download the entire dataset as a single archive file.
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Download a single container file (e.g. monthly archive) from the dataset.
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The dataset packages every EDGAR submission filed under submission type 497H2 — the Rule 497(h)(2) pricing supplement that registered investment companies file to complete a Rule 430A pricing omission once an offering has been priced. The underlying filing is short, formal, and highly templated: a "fill-in-the-blanks" complement to a previously filed prospectus rather than a freestanding offering document. It crystallizes the executed economics of an offering otherwise registered on a shelf or continuous basis, including the actual sale date, the actual number of shares sold, the actual sales price per share, and the resulting gross proceeds, underwriting commission or distribution fee, and net proceeds to the issuer.
Coverage spans the full population of 497H2 submissions accepted by EDGAR from December 1995 to the present. Records are grouped into per-month ZIP archives organized by filing year, with the path pattern <YEAR>/<YEAR>-<MM>.zip expanding to a top-level <YEAR>-<MM>/ directory whose immediate children are the per-accession folders. The dataset is distributed as a ZIP container, and the included file types are TXT, JSON, and HTML (in practice, each record materializes as one metadata.json plus one HTML supplement; TXT references appear inside metadata to point at the EDGAR complete-submission text file).
A single record in the Form 497H2 Files dataset is one EDGAR submission of Form 497H2 — a definitive prospectus supplement filed under Rule 497(h)(2) of the Securities Act of 1933. The unit of observation is the accession-numbered submission, materialized as a folder named after the 18-digit undashed accession number (for example 000110465912086368). Inside that folder sit a structured metadata.json describing the filing and the original EDGAR document(s) that carried the supplement at submission time. Records are grouped into per-month ZIP archives organized by filing year, with the path pattern <YEAR>/<YEAR>-<MM>.zip expanding to a top-level <YEAR>-<MM>/ directory whose immediate children are the per-accession folders.
Form 497H2 is the EDGAR submission type used by registered investment companies — overwhelmingly closed-end funds — to file a definitive prospectus supplement once an offering has been priced, when the prospectus on file at effectiveness omitted price-dependent information in reliance on Rule 430A. Rule 430A allows a registration statement to be declared effective without final pricing terms; Rule 497(h) then requires that the omitted pricing information be filed with the Commission no later than the close of business on the second business day after first use, in the form of a supplement that retroactively completes the registration statement.
The supplement is the public, definitive disclosure of the executed offering economics: the actual sale date, the actual number of shares sold, the actual sales price per share, and the resulting gross proceeds, underwriting commission or distribution fee, and net proceeds to the issuer. Because it crystallizes the economic terms of an offering otherwise registered on a shelf or continuous basis, the document is short, formal, and highly templated — a "fill-in-the-blanks" complement to a previously filed prospectus rather than a freestanding offering document.
Each accession folder contains two layers:
metadata.json file with structured filing-level metadata derived from the EDGAR header.<DOCUMENT> envelope.The file-types found in the dataset are JSON and HTML, with TXT references appearing in metadata to point at the EDGAR complete-submission text file. In practice each record is a metadata.json plus one HTML supplement. Image attachments referenced by the original submission (typically fund logos delivered as .jpg or .gif GRAPHIC documents) are intentionally excluded from the dataset, as is the EDGAR complete-submission .txt aggregate; only the per-document files that carry the substantive 497H2 content are retained alongside the manifest.
metadata.json structureThe metadata file is a flat JSON object describing one filing. Its meaningful fields are:
formType — always "497H2" for this dataset.accessionNo — the dashed accession number, e.g. "0001104659-12-086371".filedAt — ISO-8601 timestamp with timezone offset capturing EDGAR acceptance time.description — human-readable label, e.g. "Form 497H2 - Filings [Rule 497(h)(2)]".linkToFilingDetails — URL to the primary 497H2 document on sec.gov.linkToTxt — URL to the EDGAR complete-submission text file.linkToHtml — URL to the EDGAR filing-index HTML page.linkToXbrl — empty for this form type.id — opaque identifier for the record.documentFormatFiles[] — ordered list of the original submission's documents. Each entry exposes sequence, size (bytes, as a string), documentUrl, description, and type. The list mixes the actual 497H2 HTML form document, any GRAPHIC entries (image attachments), and a final entry pointing to the complete-submission text file whose sequence and type are blank.entities[] — one or more filer-entity objects. Fields include companyName (with a role suffix such as (Filer)), cik, irsNo, fileNo (the SEC file number of the underlying registration statement, e.g. 333-180973), filmNo, the entity-level type, act (e.g. "33" for Securities Act registrants), stateOfIncorporation, fiscalYearEnd (MMDD), and tickers[].seriesAndClassesContractsInformation[] — series/class metadata used by funds that publish series-and-class identifiers; empty for typical closed-end fund 497H2 filings.dataFiles[] — empty for this form type, as 497H2 submissions carry no XBRL exhibits or other structured data attachments.The 497H2 prospectus supplement is delivered as a small HTML file (commonly under 10 KB, single page) wrapped in the standard EDGAR SGML <DOCUMENT> envelope. Filenames follow the registrant-side EDGAR convention a<docId>_<seq>497h2.htm, for example a12-30189_2497h2.htm. The wrapper exposes the document type, sequence number, on-disk filename, and description before the inline HTML payload:
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<DOCUMENT>
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<TYPE>497H2
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<SEQUENCE>1
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<FILENAME>a12-30189_2497h2.htm
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<DESCRIPTION>497H2
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<TEXT>
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<html>... prospectus-supplement HTML ...</html>
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</TEXT>
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</DOCUMENT>
The inner HTML is highly templated and follows a stable order across filers and time:
ING PRIME RATE TRUST ("Trust").Supplement dated <Date> to the Trust's Prospectuses dated <Date>, anchoring the supplement to the existing registration statement and prospectus that omitted price information under Rule 430A.1,382.649 Shares of Beneficial Interest).<table> itemizing the offering economics, typically in three rows: gross proceeds, underwriting commission or distribution fee paid to the agent, and net proceeds to the issuer. Numeric cells are right-aligned with $ symbols rendered in cells adjacent to the numeric values.Tables use inline-styled markup rather than CSS classes, and the documents carry no JavaScript, no external stylesheets, and no images embedded by reference within the rendered text. Any GRAPHIC attachments referenced in the original submission are separate documents that are not packaged with the dataset.
Each record packages everything needed to read and interpret the substantive 497H2 disclosure: the EDGAR header metadata in JSON form, plus the SGML-wrapped HTML supplement with its issuer header, supplement date, base-prospectus reference, share count, pricing narrative, proceeds table, reference-price line, SEC legend, and trailing printer comment. For multi-document submissions, all non-image documents in the original submission appear in the accession folder.
Three categories of material are intentionally outside each record:
documentFormatFiles[] (typically fund logos as .jpg or .gif) are not bundled..txt produced by EDGAR that concatenates all documents in the submission is referenced by linkToTxt but not included in the archive.Form 497H2 has been a stable, narrowly scoped filing type since EDGAR began accepting it. Its purpose is fixed by Rule 497(h)(2), and the required disclosures are dictated by the price-omitting provisions of Rule 430A rather than by independently evolving form-specific instructions. Across the dataset's coverage (December 1995 to present), the substantive content of the supplement — issuer identification, supplement date, base-prospectus reference, share count, sales price, proceeds breakdown, reference price, and SEC legend — has remained essentially unchanged. Variation across filings is driven primarily by issuer-specific offering mechanics (firm-commitment underwritten offering vs. at-the-market program vs. dividend reinvestment or shareholder investment program) and by which line items appear in the proceeds table (an underwriting "discount" vs. a commission vs. a distribution fee, and occasionally an additional row for offering expenses).
The presentation format of the underlying document tracks the broader EDGAR transition. Filings made in the mid-to-late 1990s arrived as plain ASCII text inside the SGML <DOCUMENT> envelope, with the proceeds breakdown rendered as a fixed-width table built from spaces. As EDGAR began accepting HTML submissions in the early 2000s, 497H2 filers migrated to the templated HTML form seen in the bulk of the dataset, with inline-styled tables for the proceeds breakdown and standard heading markup for the issuer header and supplement date. The SGML <DOCUMENT> / <TYPE> / <SEQUENCE> / <FILENAME> / <DESCRIPTION> / <TEXT> wrapper has remained constant across both eras and is preserved verbatim in the dataset's HTML files.
Several details matter for downstream consumption:
fileNo, filmNo, and the accession-level metadata. Deduplication by economic event therefore requires looking beyond the accession number alone — pairing on issuer CIK, sale date, and share count is more reliable.SEQ, FOLIO, FILE, USER, and CD fields is metadata from the issuer's financial printer rather than SEC content; it is informative for provenance but should not be confused with disclosed data.<td> cells together rather than parsing a single cell as a currency string.fileNo recorded in entities[].Form 497H2 is filed by registered investment companies whose Securities Act registration statement was declared effective in reliance on Rule 430A. The filer of record is the fund itself, not the underwriter, investment adviser, distributor, administrator, or fund complex, even though those parties typically appear in the prospectus supplement.
In practice the population is dominated by closed-end funds registered on Form N-2, including:
Open-end mutual funds, ETFs, and variable insurance products rarely have occasion to use Rule 430A because their shares are sold continuously at NAV or under a different pricing mechanic, so they appear in this dataset only in unusual cases. Operating-company issuers (registrants on Form S-1, S-3, S-11, F-1, F-3, etc.) cannot file in the 497 series at all; their Rule 430A pricing supplements are filed on Form 424B (typically 424B1, 424B2, 424B4, or 424B5).
The filing is event-driven, not periodic. It is triggered when a registered investment company prices an offering whose registration statement (or post-effective amendment) was declared effective with pricing-related information intentionally omitted under Rule 430A.
Rule 430A under the Securities Act of 1933 permits a registrant to omit price-dependent items from the prospectus included in the effective registration statement, specifically the public offering price, underwriting discounts and commissions, the amount of net proceeds, and any other terms that depend on the offering price (for example, conversion rates or redemption prices). Once those terms are set at pricing, the registrant must complete the prospectus by filing a supplement that supplies the omitted information. For investment-company registrants, that supplement is filed under Rule 497(h)(2) and is transmitted to EDGAR using submission type 497H2.
The disclosure obligation rests on three layers of the Securities Act of 1933:
497H2 is an EDGAR submission type, not a stand-alone form with its own item-and-instruction set. The substantive disclosure is the prospectus supplement carried inside the submission.
Rule 497(h) requires the Rule 430A pricing supplement to be filed no later than the fifth business day after the earlier of (i) the date the offering price was determined or (ii) the date the prospectus is first used after effectiveness. In practice, funds usually file on the pricing date or the next business day so that sales to the public are made on the basis of a complete, on-file final prospectus and the registrant's Section 5 prospectus-delivery posture is unambiguous.
A fund may file Form 497H2 multiple times across its life, once per Rule 430A-priced offering, but the form has no recurring or calendar-driven filing schedule.
Form 497H2 is narrowly defined: it is the Rule 497(h)(2) pricing supplement that completes a Rule 430A omission for a registered investment company, almost always a closed-end fund. The most useful comparisons are with other 497-series filings, the 424B-series operating-company analogues, the parent N-2 registration, and the 486-series post-effective amendments.
Filed under Rule 497(c) or Rule 497(e) by all registered investment companies (open-end, closed-end, ETFs, UITs) to submit definitive prospectuses, SAIs, supplements, and stickers. Same legal family and overlapping filer base, but a much broader scope: 497 covers everything from full prospectuses to one-page strategy stickers. 497H2 is the narrow pricing-completion subset, triggered by a specific 430A event rather than by ongoing prospectus delivery or update obligations.
Filed under Rule 498, almost exclusively by open-end mutual funds and ETFs, to deliver the standardized retail summary prospectus. Shares only the "497" prefix with 497H2. 497K is recurring, retail-delivery-driven, and open-end-fund-centric; 497H2 is event-driven, closed-end-fund-centric, and tied to a single capital raise.
Filed under Rule 482 / Rule 34b-1 by closed-end funds to submit advertisements and sales literature. Filer population overlaps heavily with 497H2, but the content does not: 497AD is promotional material, not a statutory prospectus component. 497H2 carries legally operative offering terms; 497AD does not.
Filed under Rule 497(j) as a negative confirmation that the effective prospectus and SAI are unchanged, used in lieu of refiling. Functionally the inverse of 497H2: 497J declines to add disclosure, while 497H2 supplies new pricing disclosure required to complete the offering.
The closest sibling. Both fall under Rule 497(h) and are filed by registered investment companies post-effectiveness. The split is by trigger: 497H2 is reserved for supplements that complete a Rule 430A pricing omission; 497H1 covers other 497(h) supplemental disclosures that are not the 430A pricing completion. For studies focused on priced offering economics, only 497H2 is canonical.
The operating-company analogue. 424B1 covers initial offerings, 424B2 delayed shelf takedowns, 424B3 substantive supplements, 424B4 Rule 430A pricing completions, and 424B5 shelf pricing supplements. 424B4 is the exact functional twin of 497H2 — both supply 430A-omitted pricing — but the filer regimes are mutually exclusive: 424B-series is for operating companies and other non-investment-company issuers; 497-series is for registered investment companies. A complete view of 430A pricing completions across all issuers requires both.
The parent registration statement under which most 497H2 filings operate. N-2 contains the base prospectus, SAI, and full structural and narrative disclosure. 497H2 is downstream: it adds price, share count, underwriting spread, and net proceeds to an offering already described in an effective N-2. N-2 is comprehensive and narrative; 497H2 is short, transactional, and quantitative. The two are linked by CIK and offering and reconstruct the full deal together.
Post-effective amendments filed under Rule 486 by interval funds and certain continuously offered closed-end funds. 486APOS is pre-effective for staff review; 486BPOS is immediately effective; 486BXT is delayed-effective. These amend the registration statement and its exhibits. 497H2 does not amend the registration statement — it supplements an already-on-file prospectus. 486-series filings maintain the offering vehicle; 497H2 prices an individual tranche.
Form 497H2 occupies a narrow intersection: registered investment companies (overwhelmingly closed-end funds), filed under Rule 497(h)(2), and tied specifically to Rule 430A pricing completion. It is not interchangeable with the broader 497 dataset (different subsections and document types), with N-2 (substantive registration content), or with 486-series filings (registration-statement amendments). It is the buy-side-fund mirror of 424B4 but never overlaps with it because the filer regimes are exclusive. For the final priced economics of closed-end fund offerings — share count, offering price, underwriting spread, net proceeds — 497H2 is the canonical filing; the neighbors supply context but cannot substitute for it.
Form 497H2 supplements lock in final pricing for closed-end fund offerings launched under Rule 430A with price terms initially omitted. Each filing yields a tight set of fields — offering price per share, share count, gross proceeds, underwriting discount or sales load, and net proceeds to the issuer — that a narrow set of professional functions consume.
Buy-side and sell-side analysts covering registered investment companies treat 497H2 as the authoritative confirmation of an IPO's final terms. They extract offering price, common and preferred share counts, gross and net proceeds, and sales load, then feed them into NAV-versus-offering-price spreads, premium/discount tracking, and post-listing performance attribution. Historical panels support peer benchmarking on pricing and underwriting economics for comparable mandates.
Securities lawyers drafting prospectus supplements use the archive as a precedent library. They study how peers structure the offering price and proceeds tables, phrase reliance on Rule 430A, disclose sales load and overallotment options, and describe additional underwriter compensation, then confirm prior 430A offerings closed pricing through 497H2 within the rule's window.
Compliance teams reconcile each 497H2 against internal pricing-committee records and the underwriting agreement: filing date inside the Rule 497(h)(2) window, sales load matching the syndicate agreement, and net proceeds matching subscription accounting. The full archive from December 1995 forward supports retrospective reviews during examinations and internal audits.
ECM desks structuring CEF IPOs and follow-ons mine the dataset for competitive pricing precedents: anchor offering prices (typically near $20 or $25), gross spread, sponsor-absorbed structuring fees, and the gross-to-net proceeds ratio for funds of comparable size and strategy. Underwriting discount and additional-compensation lines feed fee-pool models; share counts gauge market absorption for similar new issues. Bankers ingest the archive in bulk into pitch-book and league-table tooling.
Administrators reconcile capital activity against the as-filed record: shares times offering price equals gross proceeds, less underwriting discount equals net proceeds remitted to the fund. They tie capital stock, additional paid-in capital, and deferred offering costs on the fund's books to the public figures during seeding, the first NAV strike, and first-period financial statement preparation.
Operators of fund-reference databases, new-issue calendars, and corporate-actions feeds parse 497H2 supplements to populate issuer name, security type, offering price, share count, sales load, and proceeds for every CEF IPO. The small, predictable record shape makes full-archive ingestion at refresh time the natural pattern; normalized records flow downstream to wealth platforms and order management systems.
Researchers build event-study panels on CEF IPO pricing, the closed-end fund discount, sales-load levels over time, and the link between underwriting compensation and post-listing returns. The uniform field shape (price, shares, gross and net proceeds, discount) across the 1995-to-present series makes it convenient to ingest as a panel and merge with secondary-market price data.
Examiners reviewing Rule 430A and Rule 497(h)(2) compliance verify that registrants relying on price omission at effectiveness filed the supplement on time and that disclosed pricing matches related Form N-2 amendments and underwriting agreements. The archive supports sweeps across sponsors with multiple CEF launches.
Teams building extraction pipelines for fund documents use 497H2 as a bounded training and evaluation corpus. The narrow field set (price, shares, proceeds, discount) and consistent layout across filings make it useful for benchmarking field-level extraction accuracy, classifiers that distinguish 497-series variants, and prompts that summarize final pricing terms for analyst tooling.
Form 497H2 records reduce to a small, reliable set of priced-offering fields — sale date, share count, offering price, underwriting discount or sales load, gross proceeds, and net proceeds — for closed-end fund offerings completing a Rule 430A omission. The use cases below are tied directly to those fields and to the supplement's templated layout.
filedAt in metadata.json against the sale date in the pricing paragraph to verify the supplement landed within the two-business-day window, and check the sales load against the syndicate agreement. Sponsor-level sweeps run across the December 1995-to-present archive by issuer CIK and fileNo.metadata.json plus the proceeds table to populate issuer name, ticker, security type, offering price, share count, sales load, and gross/net proceeds for every CEF IPO. The small, uniform record shape supports full-archive refresh ingestion routed to wealth platforms and OMS feeds.Dataset Index JSON API: https://api.sec-api.io/datasets/form-497h2-files.json
This endpoint returns dataset-level metadata and the full list of container files available for download. It includes the dataset name, description, last updated timestamp, earliest sample date, total record count and total size, covered form types, container format, included file types, the full dataset download URL, and per-container metadata such as the container key, size, record count, last updated timestamp, and individual download URL. This endpoint does not require an API key.
The per-container updatedAt timestamps make it possible to monitor refresh runs daily and selectively download only the containers that have changed since the previous run.
Example response:
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{
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"datasetId": "1f13365b-9ae0-6a1a-838b-e6f8a43e1684",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-497h2-files.zip",
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"name": "Form 497H2 Files Dataset",
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"updatedAt": "2026-04-16T08:27:11.059Z",
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"earliestSampleDate": "1995-12-01",
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"totalRecords": 83,
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"totalSize": 5934695,
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"formTypes": ["497H2"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "JSON", "HTML"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-497h2-files/2026/2026-03.zip",
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"key": "2026/2026-03.zip",
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"size": 138421,
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"records": 2,
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"updatedAt": "2026-04-16T08:27:11.059Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-497h2-files.zip?token=YOUR_API_KEY
Downloads the complete Form 497H2 dataset as a single ZIP archive containing every monthly container from December 1995 to the latest refresh. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-497h2-files/2026/2026-03.zip?token=YOUR_API_KEY
Downloads one monthly container ZIP file with all filings submitted in that month. Use this endpoint to fetch only the months you need or to incrementally pull recently updated containers identified via the dataset index JSON API. This endpoint requires an API key.
The dataset covers EDGAR submission type 497H2 — definitive prospectus supplements filed under Rule 497(h)(2) of the Securities Act of 1933 to complete pricing information that was omitted from the effective prospectus in reliance on Rule 430A. Each record is one accession-numbered submission of that form type.
One record is a single EDGAR submission of Form 497H2 by a registered investment company, materialized as a folder named after the 18-digit undashed accession number. The folder contains a metadata.json describing the filing and the original HTML prospectus supplement carrying the executed offering economics — sale date, shares sold, sales price per share, underwriting commission or distribution fee, and gross and net proceeds.
The filer of record is the registered investment company itself — overwhelmingly closed-end funds registered on Form N-2, including listed closed-end management investment companies, interval funds, tender-offer funds, and business development companies. The filing is triggered when the fund prices an offering whose registration statement was declared effective with pricing-related information omitted under Rule 430A, and Rule 497(h) requires the supplement no later than the fifth business day after pricing or first use.
Form 424B4 is the exact functional twin of 497H2 — both supply Rule 430A pricing completions — but the filer regimes are mutually exclusive. 424B4 is filed by operating companies and other non-investment-company issuers, while 497H2 is reserved for registered investment companies. A complete view of all Rule 430A pricing completions across the U.S. registration system requires both datasets.
The dataset begins with EDGAR's earliest accepted 497H2 sample dated December 1, 1995, and continues through the most recent refresh. Coverage is the full population of 497H2 submissions accepted by EDGAR over that span, organized into per-month ZIP archives by filing year.
The dataset is distributed as ZIP containers, one per filing month, under the path pattern <YEAR>/<YEAR>-<MM>.zip. Inside each container, every accession folder holds a metadata.json and one HTML prospectus supplement; the included file types declared at the dataset level are TXT, JSON, and HTML, with TXT references appearing only inside metadata to point at the EDGAR complete-submission text file.
GRAPHIC documents (typically fund logos delivered as .jpg or .gif) referenced by the original submission are intentionally excluded from the dataset, and the aggregated EDGAR complete-submission .txt file is referenced via linkToTxt in metadata but not bundled. Only the per-document files that carry the substantive 497H2 content — the metadata.json manifest and the HTML supplement — are retained in each accession folder.