The Form 8-K12B Files Dataset is a comprehensive collection of every Form 8-K12B and Form 8-K12B/A submission filed on EDGAR from September 1, 2002 forward, organized as one folder per accession with a structured metadata.json manifest plus the principal submission documents. Each record represents a single successor-issuer notification that a class of its securities has been deemed registered under Section 12(b) of the Securities Exchange Act of 1934 by operation of Rule 12g-3, typically following a merger, holding-company reorganization, redomestication, or other succession transaction. Filings are made by the successor issuer — never the predecessor — within four business days of the consummation of the qualifying succession event. The dataset is delivered in monthly ZIP containers (YYYY/YYYY-MM.zip) and contains HTM/HTML, TXT, and JSON files spanning the late ASCII/SGML era through the modern inline-XBRL HTML era.
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The dataset materializes every EDGAR submission of Form 8-K12B and its amendment variant Form 8-K12B/A as a filing-level record. Form 8-K12B is a special-purpose current report used by a successor issuer to give notice that a class of its securities is deemed registered under Section 12(b) of the Exchange Act of 1934 — typically by operation of Rule 12g-3 following a merger, holding-company reorganization, redomiciliation, SPAC business combination, or other succession transaction. Structurally it is a current report on Form 8-K — same cover page, same Item-numbered disclosure framework, same exhibit index — but its documentary purpose is registration-status notification rather than ongoing event reporting. The "12B" suffix tells EDGAR to associate the filing with the successor's new Exchange Act file number under Section 12(b). Form 8-K12B/A is the amendment variant, used to correct or supplement a previously filed 8-K12B; amendments restate or supersede specific Items rather than the entire filing.
A single 8-K12B filing typically contains: (i) the cover-page identification block describing the successor registrant, the transaction giving rise to the succession, and the predecessor whose Section 12(b) registration is being assumed; (ii) one or more numbered Items disclosing the substantive event; (iii) a signature block; and (iv) attached exhibits referenced from Item 9.01.
Coverage begins September 1, 2002, immediately after the August 2002 SEC release that restructured Form 8-K and assigned the modern numerical Item taxonomy. The dataset is distributed in ZIP containers organized by month, and the in-folder file types are HTM/HTML, TXT, and JSON.
One record in the Form 8-K12B Files Dataset is a single EDGAR submission of either Form 8-K12B or Form 8-K12B/A, identified by its accession number and materialized on disk as a folder whose name is the 18-digit dash-stripped form of that accession (for example, dashed 0001104659-25-042489 becomes folder 000110465925042489). Inside that folder sit the principal documents EDGAR received for the submission together with a single metadata.json manifest that indexes the filing. The record is therefore a filing-level unit: one accession number maps to exactly one folder, regardless of how many exhibits, co-registrants, or successor/predecessor entities the submission references. Folders are grouped under monthly parent directories named YYYY-MM inside per-month ZIP containers.
A record folder contains exactly one metadata.json manifest plus the principal submission documents enumerated in the manifest's documentFormatFiles[] array. The file-types found in the dataset are HTM/HTML, TXT, and JSON: modern records are overwhelmingly HTM/HTML body and exhibit documents alongside the JSON manifest, while the TXT type is reserved for older ASCII-era body submissions and any exhibit filed as plain text. Three classes of EDGAR artifacts are referenced by the manifest but not written into the folder: image files embedded as separate sequences in the original submission, the EDGAR full-submission concatenated text file, and XBRL dataFiles (schema, linkbases, extracted instance). The inline-XBRL facts themselves remain present inside the body HTML even when the separate XBRL files are not bundled.
metadata.json manifestThe manifest is the structured index of the filing and the canonical way to enumerate every artifact EDGAR received for the submission, including the artifacts not bundled into the folder. Top-level keys include:
formType — the literal string "8-K12B" or "8-K12B/A".accessionNo — the canonical dashed accession number.id — an opaque 32-character hex identifier for the record.filedAt — ISO-8601 timestamp with timezone offset reflecting the EDGAR acceptance time.periodOfReport — YYYY-MM-DD of the reporting event, normally the closing date of the succession transaction.items[] — the 8-K Item labels reported on the cover page, e.g. "Item 9.01: Financial Statements and Exhibits".description — human-readable form description, often terminating with the Item numbers reported.linkToFilingDetails, linkToHtml, linkToTxt, linkToXbrl — URLs to, respectively, the primary HTML body document, the EDGAR filing-index page (*-index.htm), the full-submission concatenated text file, and the inline-XBRL viewer. linkToXbrl is an empty string when the filing has no inline-XBRL payload.documentFormatFiles[] — array of the principal submission documents. Each entry carries sequence (string), size (bytes serialized as a numeric string), documentUrl, description, and type (the EDGAR document type code such as 8-K12B, EX-99.1, EX-2.1, EX-3.1). The trailing entry is the EDGAR-generated complete-submission text file, whose sequence and type are both encoded as a single space character " "; this entry is metadata-only and has no corresponding file in the folder.dataFiles[] — array of XBRL/financial-data attachments using the same shape as documentFormatFiles[]. Typical entries are EX-101.SCH, EX-101.DEF, EX-101.LAB, EX-101.PRE, and an extracted-instance XML document. Sequence numbers in this array can leave gaps relative to documentFormatFiles[] because intermediate sequences belonging to image files have been filtered out of the dataset.entities[] — array of registrant/filer records. Per-entity keys include cik, companyName (with the EDGAR role suffix preserved in parentheses, e.g. "... (Filer)" or "... (Subject)"), type (the form type as parsed from the EDGAR header for that entity), act (typically "34"), fileNo, filmNo, sic (combined numeric code and human-readable industry description), stateOfIncorporation, irsNo where present, and a tickers[] array of trading symbols. Multiple entities are common: a successor issuer filing 8-K12B will frequently list both the successor and the predecessor co-registrant.seriesAndClassesContractsInformation[] — investment-company series/contract information, populated only when the registrant is a registered investment company; empty for the typical operating-company 8-K12B.The principal body file is sequence 1 in documentFormatFiles[] and carries the document type 8-K12B (or 8-K12B/A). For modern filings — those covered by the inline XBRL phase-in for 8-K cover-page tagging — the body is a free-standing inline-XBRL XHTML document with no surrounding SGML envelope. It opens with an XML prolog and an <html> root that declares the full set of inline-XBRL namespaces (ix, xbrli, dei, us-gaap, plus a registrant-specific namespace). A hidden <ix:header> block enumerates contexts (AsOf<date>, From<date><date>_us-gaap_CommonStockMember, From<date><date>_us-gaap_WarrantMember, etc.), units (USD, Shares, USDPShares), and a <link:schemaRef> pointing to the registrant's taxonomy schema (which is one of the unbundled dataFiles).
The visible cover page tags DEI facts inline through <ix:nonNumeric> wrappers, including dei:DocumentType (whose literal value is 8-K12B), dei:DocumentPeriodEndDate, dei:EntityRegistrantName, dei:EntityIncorporationStateCountryCode, dei:EntityTaxIdentificationNumber, address fields, dei:CityAreaCode, dei:LocalPhoneNumber, dei:EntityFileNumber, the trading symbols and exchange table, the former name (a structurally distinctive 8-K12B field where the predecessor's name is recorded under "Former name or former address"), and the emerging-growth-company and smaller-reporting-company checkbox flags.
Below the cover page sits the Item-numbered narrative. Each Item is introduced by its number and standardized title and contains free-form prose describing the event. Items typical to an 8-K12B include:
The body document closes with a signature block giving the successor's exact legal name, the signatory's name and title, and the signing date.
Subsequent sequences in documentFormatFiles[] are the exhibits referenced from Item 9.01. For 8-K12B filings the exhibit set commonly includes the merger agreement or plan of reorganization (EX-2.x); the successor's certificate of incorporation, bylaws, and specimen security certificate (EX-3.x, EX-4.x); legal opinions and consents (EX-5.x, EX-23.x); material agreements assumed by the successor (EX-10.x); and press releases announcing the closing (EX-99.x). Exhibits are typically delivered as HTML files but with the EDGAR SGML document envelope wrapping the HTML payload — that is, the file begins with <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> header tags, then <TEXT> introduces the actual <HTML> payload, and the file closes with </TEXT></DOCUMENT>. A single record can therefore mix two HTML envelope conventions under one folder: a clean inline-XBRL XHTML primary body and SGML-wrapped HTML exhibits, both sharing the .htm extension. Older records and certain exhibit kinds (correspondence, plain-text agreements) appear as .txt files using the same SGML envelope around an ASCII payload.
For each accession, the dataset materializes:
metadata.json manifest;<ix:header> and every <ix:nonNumeric> wrapper);documentFormatFiles[] other than image files.Three classes of EDGAR artifacts are referenced from metadata.json but not bundled into the record folder:
documentFormatFiles[] and dataFiles[].documentFormatFiles[] with blank sequence and type. It is reachable via linkToTxt but is not written to disk because all of its content is already present, document by document, in the individual files.dataFiles — the schema (.xsd), the calculation, definition, label, and presentation linkbases (.xml), and the extracted-instance _htm.xml. These are listed in dataFiles[] with their documentUrl values but are not materialized in the folder. The inline-XBRL facts themselves remain inside the body HTML.Documents incorporated by reference from earlier filings (for example, a merger agreement first filed as an exhibit to a Form S-4) are also not present in the record folder, even though they are listed in the Item 9.01 exhibit index.
The dataset begins in September 2002, immediately after the August 2002 SEC release that restructured Form 8-K and assigned the modern numerical Item taxonomy that took effect in August 2004. Across the dataset's span the relevant structural shifts are:
items[] array reflects the older labels; records filed after use the modern labels.<ix:header> block, namespace declarations, and <ix:nonNumeric> wrappers around cover-page facts. This is also the reason dataFiles[] is empty for older 8-K12B records and populated for newer ones.8-K12B filings span the late ASCII/SGML era through the modern inline-XBRL HTML era:
<DOCUMENT>, <TYPE>, <TEXT>) with exhibits delivered as .txt. The .htm files that exist in this period are typically thin HTML inside the same SGML envelope.dataFiles[] is typically empty and linkToXbrl is the empty string.<ix:header>. Exhibits in the same submissions, however, continue to use the SGML envelope. A consumer parsing record files therefore cannot assume a single envelope convention across the folder: the primary body parses cleanly as XHTML from byte 0, while same-extension exhibit files require detecting and stripping the SGML header before HTML parsing.000110465925042489). The dashed canonical accession (0001104659-25-042489) appears only inside metadata.json and in EDGAR URLs; cross-referencing requires reconstructing the dashed form..htm extensions; envelope detection should be done by inspecting the leading bytes rather than relying on file extension or filename.size is a string. Every size field in documentFormatFiles[] and dataFiles[] is serialized as a numeric string (e.g. "33858"), not a JSON number.documentFormatFiles[] (the EDGAR full-submission .txt) uses a single space " " for both sequence and type. This entry is metadata-only — no corresponding file is bundled.sequence values across documentFormatFiles[] and dataFiles[]; these gaps are not data corruption.entities[] array often contains both the successor (the filer) and predecessor co-registrants. The role suffix in companyName (e.g. "(Filer)", "(Subject)") preserves the EDGAR header role assignment and is the principal cue for distinguishing the successor from the predecessor in a multi-entity record.formType and the /A suffix, and the amendment narrative typically restates or supersedes specific Items from the original 8-K12B rather than the entire filing.entities[] are the principal record-internal evidence of which registrant the successor has succeeded; the substantive succession statement (the Rule 12g-3 recital) sits in the Item-numbered narrative.periodOfReport year. This is expected and not a data inconsistency.Each record is one Form 8-K12B (or 8-K12B/A amendment) filed on EDGAR by a successor issuer to notify the SEC that a class of its securities is deemed registered under Section 12(b) of the Exchange Act of 1934 by operation of Rule 12g-3 following a corporate succession.
The filer is always the successor, never the predecessor. Typical successor-issuer types include:
In every case the predecessor must have had a class of securities registered under Section 12(b) (i.e., listed on a national securities exchange) at the time of succession, and the successor's new class must be issued to predecessor security holders in the transaction so that it qualifies for automatic registration under Rule 12g-3(a).
This dataset captures only the 12(b) variant. When the successor's class will trade over-the-counter rather than on a national securities exchange, the parallel Form 8-K12G3 is used and is excluded here.
Form 8-K12B is event-driven. The trigger is the consummation of a succession transaction that meets all three of the following conditions:
The 8-K12B is the notification mechanism by which the successor identifies itself and the predecessor, describes the transaction, and confirms the class(es) of securities deemed registered. The registration itself is statutory and automatic under Rule 12g-3(a); the form documents and announces that automatic transfer rather than effecting it.
Rule 12g-3(f) requires the successor to file a report on Form 8-K within the period specified in General Instruction B.1 of Form 8-K, which sets a deadline of four business days after the triggering event (the consummation of the succession). In practice, successor issuers typically file on the closing date or within one to two business days afterward, to align with exchange-listing transfer mechanics and the predecessor's final periodic reports. There is no recurring cadence; a new filing is required only on a separate succession event.
Because Rule 12g-3 confers automatic registration, the successor does not need to file Form 8-A or Form 10 for the deemed-registered class. The predecessor's reporting file effectively continues under the successor going forward, and the successor inherits the periodic reporting obligation under Section 13(a).
A Form 8-K12B/A amends a previously filed 8-K12B. Common reasons:
The /A designation supplements the original notification but does not reset the filing deadline; timeliness is judged against the consummation date of the original event.
The 8-K12B form code as a distinct EDGAR filing type aligns with the SEC's modernization of Form 8-K item structure and form-type taxonomy effective August 23, 2002 (Release Nos. 33-8106 / 34-46084), which also replaced the older five-business-day and "promptly" deadlines with the four-business-day rule. The dataset's earliest sample dates from September 1, 2002, when that taxonomy took effect. Pre-2002 successions under Rule 12g-3 were typically reported on generic Form 8-K with narrative description, and pre-EDGAR notifications were filed in paper form.
Form 8-K12B sits at the intersection of corporate-reorganization disclosure and Exchange Act registration mechanics. Its closest neighbors fall into three groups: sibling successor-registration notices, ordinary current reports covering the same transactions, and the registration, deregistration, and delisting forms that frame the rest of a Rule 12g-3 succession.
The nearest analog. Both forms operate through Rule 12g-3, which deems a successor issuer's securities registered upon a merger or holding-company reorganization. The only meaningful split is the registration section the successor inherits: 8-K12B covers classes registered under Section 12(b) (exchange-listed on NYSE, Nasdaq, NYSE American, etc.); 8-K12G3 covers classes registered under Section 12(g) (unlisted classes meeting holder/asset thresholds). Filing populations are mutually exclusive — exchange-listed successors here, unlisted successors there.
A regular 8-K is the broad event-disclosure vehicle (Items 1.01–9.01), most of which have nothing to do with Section 12. Overlap occurs when the same merger or holding-company formation is also reported on a regular 8-K under Item 2.01 or Item 5.01. Key distinction: a regular 8-K is event disclosure under the 8-K instructions; 8-K12B is a registration-status notification that doubles as the successor's first filing under its inherited Section 12(b) registration. The regular 8-K does not effect or document the Rule 12g-3 succession itself. For market-wide event narrative, use the generic 8-K dataset; for the discrete population of successor-registration events, 8-K12B is far more precise and dramatically smaller.
Within the regular 8-K population, Item 2.01 (Completion of Acquisition or Disposition of Assets) and Item 5.01 (Changes in Control of Registrant) carry the deal narrative that most often overlaps with 8-K12B triggers. These item-tagged disclosures are typically richer than the terse 8-K12B narrative, but they are filed by the continuing reporting entity under its existing CIK — they do not establish a successor's registration under Rule 12g-3. Use item-extracted 8-K datasets for deal narrative; use 8-K12B to identify the precise universe of exchange-listed successor entities and link predecessor and successor CIKs through a Rule 12g-3 event.
Form 8-A is the standard short-form registration vehicle under Section 12(b) or 12(g), used at IPO listing or when an existing reporting issuer adds a new class. Compared to 8-K12B, it is an alternative path to Section 12(b) registration that does not rely on succession: the issuer affirmatively registers the class rather than inheriting it. Many post-merger successors file Form 8-A in addition to (or instead of) 8-K12B, often because the exchange listing process requires it. Same outcome (a class registered under Section 12(b)), different mechanism — 8-A is a registration form with its own content (description of securities, listing details); 8-K12B is a notification that registration has attached automatically by operation of Rule 12g-3.
Form 10 registers a class under Section 12(g) (occasionally 12(b)) when the issuer is not eligible for Form 8-A. It contains full business, risk, financial, and management disclosures comparable to a 10-K. Versus 8-K12B, it is far broader, much heavier (often hundreds of pages with audited financials), and used by issuers establishing reporting status from scratch rather than inheriting it through succession. Form 10 is the right source for first-time Exchange Act registrants; 8-K12B is the right source for successors stepping into a predecessor's existing registration.
Form 15 (sub-types 15-12B, Form 15-12G, Form 15-15D) is the counterpart deregistration filing submitted by the predecessor once succession has occurred. In a typical Rule 12g-3 sequence, the successor files 8-K12B to evidence inherited registration while the predecessor files 15-12B to terminate its own. The two datasets are complementary halves of the same event — 8-K12B captures the entity stepping in, 15-12B captures the entity stepping out. They cannot substitute for each other; joining them by transaction date and CIK lineage is often the cleanest way to reconstruct full succession events.
Form S-4 is a 1933 Act registration statement covering the actual securities issued to target shareholders in a merger or exchange offer, typically containing a merger proxy/prospectus with deal terms, fairness opinions, pro formas, and tax disclosure. The relationship to 8-K12B is sequential: S-4 registers the offer and sale of the successor's shares before closing; 8-K12B is filed at or shortly after closing to document Exchange Act registration under Rule 12g-3. Different statutes (1933 vs. 1934 Act), different stages of the same transaction. Use S-4 for deal terms and pre-closing disclosure; use 8-K12B for the post-closing Exchange Act footprint.
Form 25 effects delisting from a national exchange and, after a waiting period, deregistration of that class under Section 12(b). In a successor reorganization, the predecessor's listed class is typically delisted via Form 25 around the same time the successor's class is listed (often via Form 8-A) and deemed registered under Rule 12g-3 (8-K12B). Form 25 is the predecessor-side listing wind-down, parallel to Form 15-12B but focused on listing status rather than registration. It contains no narrative of the underlying transaction. Use Form 25 to track delistings; use 8-K12B to track registration succession on the surviving side.
Form 8-K12B is distinct because it does three things at once that no other single filing performs: it identifies a successor issuer to a previously reporting exchange-listed registrant, it documents the operation of Rule 12g-3 to attach Section 12(b) registration to the successor's class, and it serves as that successor's first filing under inherited reporting status. It is not interchangeable with the regular 8-K covering the same merger (different disclosure regime), with S-4 (1933 Act registration of the consideration), with Form 8-A or Form 10 (affirmative rather than successor-based registration), with Form 15-12B or Form 25 (predecessor wind-down), or with 8-K12G3 (same mechanic but unlisted Section 12(g) classes). Combined with these neighbors — particularly 8-K12G3, 15-12B, Form 25, and the related S-4 and item-tagged 8-Ks — 8-K12B anchors the full registration lifecycle of a successor-issuer reorganization on a national exchange.
Because each filing identifies the predecessor and successor entities, the securities deemed registered, and usually attaches the post-reorganization charter, bylaws, and plan of merger, the dataset serves a wide range of professionals who each rely on a different slice of those records.
Transactional counsel use the corpus as a precedent library when structuring holding-company reorganizations and cross-border redomestications. They mine Items 2.01 (completion of acquisition), 3.03 (modification of security holder rights), 5.01 (change in control), and 5.03 (charter/bylaw amendments), plus the attached charter, bylaws, and plan-of-merger exhibits, to benchmark recital language and the deemed-registration mechanic. The metadata file retrieves precedents by date and form type; the signature block confirms the executing officer.
Operations teams at market-data vendors, custodians, and back-office providers maintain corporate-history graphs linking predecessor and successor entities. The load-bearing fields are the predecessor/successor CIK pair on the cover page, the effective date, the description of securities deemed registered, and any CUSIP-change or share-exchange references. They use these to populate reorganization, name-change, and domicile-change records and to chain price and fundamentals across the predecessor-to-successor boundary.
Index methodology and reference-data teams must decide whether the successor inherits the predecessor's index membership, ticker, and identifier history. They confirm legal continuity from the CIK pair, Item 3.03 rights language, the charter exhibit governing capital structure, and the Section 12(b) class description. Output: overnight identifier remapping, listing transfers, and corporate-event scrubs that prevent broken time series.
Vendors building deal-tracking and league-table products use 8-K12B as a structured close signal, distinct from the announcement. Item 2.01 narrative, the merger-agreement and plan-of-reorganization exhibits, and metadata fields (accession number, filer CIK, filing date) feed entity-resolution pipelines that classify the transaction, link back to the prior S-4 or proxy, and tag counsel from exhibit signatories.
Diligence teams confirm the legal lineage of a target with a complex history, validate that registered securities migrated cleanly, and pull the post-reorganization charter and bylaws as they existed at succession. Items 5.02 (director/officer changes) and 5.03 are read alongside the bylaws and specimen-certificate exhibits to capture governance changes attached to the reorganization.
Analysts covering spin-offs, holding-company conversions, and post-bankruptcy successors use the filing to confirm registration assumption without a fresh registration process and to map old securities into new ones for recovery work. Item 2.01, Item 3.03, share-exchange or conversion ratios in the merger-agreement exhibit, and the registered-class description anchor event timelines, capital-structure rebuilds, and pricing of pre- and post-succession claims.
Compliance teams at law firms, consultancies, and in-house disclosure groups study how Rule 12g-3 succession is operationalized: item-by-item disclosure patterns, the ratio of 8-K12B/A amendments to originals, typical exhibit sets, and timing relative to related Form 25, Form 15, and Form S-8 successor filings. This feeds compliance manuals and disclosure checklists.
Operations teams confirm that customer positions in a predecessor security can be re-papered into the successor without triggering an unregistered-security flag. They key on the CIK pair, the effective date, Item 5.01, and the registered-class description, then push the result into daily corporate-action queues that update house and customer accounts.
Stock-loan and prime-brokerage teams need the precise moment an outstanding loan of a predecessor security is replaced, by operation of the reorganization, with a loan of the successor security. The effective date, the share-exchange terms in the plan-of-merger exhibit, and the registered-class description drive recalls, re-rating, collateral adjustments, and rehypothecation-chain integrity across the event.
Transfer-agent and depository-eligibility staff validate that the successor's class remains Section 12(b)-registered and therefore book-entry-eligible. They use the Section 12(b) class description, the charter and bylaws exhibits governing transfer mechanics, and the signature block identifying the authorized officer.
Researchers studying holding-company conversions, state-of-incorporation migrations, inversions, and Rule 12g-3 use the full 8-K12B and 8-K12B/A population from 2002 as a clean sample frame. The metadata.json supports panel construction; the disclosed items (2.01, 3.03, 5.01, 5.02, 5.03, 8.01) and charter exhibits support content analysis of governance changes around reorganizations.
Engineering teams building filing search and retrieval systems use the corpus as a small, high-precision sample for a well-defined event type. HTML and TXT bodies feed text extraction; metadata.json supplies ground-truth labels (accession, form type, CIK, date); and the standard 8-K item headers make the set useful for fine-tuning item-level classifiers and predecessor-successor entity-linking models.
Governance researchers read the post-succession charter, bylaws, and Item 5.03 to detect changes embedded in reorganizations: supermajority voting, classified boards, exclusive-forum provisions, and anti-takeover devices. Item 5.02 disclosures track director and officer continuity into the successor.
The dataset's structured succession signal supports a small set of concrete workflows where predecessor-to-successor identity, effective date, and the registered-class description are load-bearing.
Iterate every record's entities[] array, partition by the EDGAR role suffix in companyName ((Filer) vs. (Subject)), and pair the successor's CIK with the predecessor's CIK along with periodOfReport (the closing date) and formType. The output is a transaction-keyed lineage table used by reference-data teams to chain price, fundamentals, and identifier history across reorganizations and to feed overnight ticker/CUSIP remapping jobs.
Join 8-K12B records to the predecessor's Form 15-12B (deregistration) and Form 25 (delisting) on CIK and effective date, with the prior S-4 retrieved through Item 9.01's incorporation-by-reference notes. Compliance and academic users assemble the four-document succession bundle to study filing-sequence timing, the ratio of 8-K12B/A amendments to originals, and the lag between closing and predecessor wind-down.
Pull Items 2.01, 3.03, 5.01, 5.03, and 8.01 narrative from the primary body document together with the charter (EX-3.1), bylaws (EX-3.2), and plan-of-merger (EX-2.x) exhibits to build a precedent library indexed by stateOfIncorporation, sic, and filing date. Transactional counsel use it to benchmark Rule 12g-3 recital language, share-exchange ratios, and the deemed-registration mechanic when drafting redomestication and holding-company conversions.
Run text classifiers over Item 5.03 narrative and the post-succession charter and bylaws exhibits to flag supermajority voting, classified boards, exclusive-forum clauses, and anti-takeover provisions introduced at the succession boundary. Pair with Item 5.02 to track which directors and officers continued into the successor. Output feeds proxy-research scorecards and academic panels on governance drift through reorganizations.
Extract periodOfReport, the trading-symbols-and-exchange table from inline-XBRL cover-page facts, the Item 3.03 description of modified rights, and the share-exchange ratio in the plan-of-merger exhibit. Prime-brokerage, stock-loan, and transfer-agent systems use these fields to time loan recalls, collateral re-rating, book-entry eligibility refreshes, and customer-position re-papering on the effective date so that predecessor positions are not flagged as unregistered.
Use metadata.json as ground truth (formType, accessionNo, filedAt, items[], the multi-entity entities[] array with role suffixes) and the body HTML plus exhibits as features. The corpus is a high-precision, narrow sample for fine-tuning 8-K item-section classifiers, predecessor-successor entity-linking models, and exhibit-type taggers (EX-2.x, EX-3.x, EX-99.x), with stable labels from 2002 forward.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-8k12b-files.json
This endpoint returns the dataset's metadata, including its name, description, last updated timestamp, earliest sample date, total records, total size, covered form types (8-K12B, 8-K12B/A), container format, and file types. It also lists the download URL for the full dataset and every individual container, with per-container size, record count, and updated timestamp. This endpoint does not require an API key. Polling this index lets you monitor which containers were modified in the most recent refresh and decide which ones to download incrementally.
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{
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"datasetId": "1f13365b-9ae0-69d2-8c99-f2af6a4e1f40",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-8k12b-files.zip",
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"name": "Form 8-K12B Files Dataset",
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"updatedAt": "2026-04-25T02:58:22.997Z",
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"earliestSampleDate": "2002-09-01",
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"totalRecords": 3304,
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"totalSize": 59121971,
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"formTypes": ["8-K12B", "8-K12B/A"],
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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-8k12b-files/2026/2026-04.zip",
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"key": "2026/2026-04.zip",
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"size": 412877,
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"records": 6,
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"updatedAt": "2026-04-25T02:58:22.997Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-8k12b-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive covering all filings from September 2002 to the present. This endpoint requires authentication via your SEC API key passed in the token query parameter.
Download Single Container: https://api.sec-api.io/datasets/form-8k12b-files/2026/2026-04.zip?token=YOUR_API_KEY
Containers are organized by year and month using the YYYY/YYYY-MM.zip path layout, so each container holds the filings submitted in one calendar month. Use the downloadUrl from the index for any specific container instead of pulling the whole archive. This endpoint also requires your SEC API key in the token query parameter.
The dataset covers Form 8-K12B and its amendment variant Form 8-K12B/A, the special-purpose current reports filed by a successor issuer to give notice that a class of its securities is deemed registered under Securities Act Section 12(b) of the Securities Exchange Act of 1934 by operation of Rule 12g-3.
One record is a single EDGAR submission, identified by its accession number and materialized as a folder named with the 18-digit dash-stripped accession (for example, 000110465925042489). The folder contains a metadata.json manifest plus the principal 8-K12B body document and every non-image exhibit listed in documentFormatFiles[].
The successor issuer in a Rule 12g-3 succession files the form, never the predecessor. Typical filers are newly formed holding-company parents, surviving corporations in reincorporation or merger transactions, successor entities formed through conversion or domestication, and successor issuers in spin-offs or Chapter 11 plan reorganizations — in every case where the predecessor's class was registered under Section 12(b) (i.e., listed on a national securities exchange) and the successor's class will likewise be exchange-listed.
Rule 12g-3(f) requires the successor to file the report within the period set by General Instruction B.1 of Form 8-K, which is four business days after the consummation of the succession transaction. Most successors file on the closing date or within one to two business days afterward.
A regular 8-K is the broad event-disclosure vehicle filed by a continuing reporting entity under its existing CIK, while Form 8-K12B is a registration-status notification filed by a new successor issuer to document that Section 12(b) registration has attached automatically under Rule 12g-3. The 8-K12B dataset is therefore a discrete, dramatically smaller population focused on successor-registration events; the same merger may also be reported on a regular 8-K under Item 2.01 or Item 5.01, but only the 8-K12B documents the Rule 12g-3 succession itself.
Both forms operate through Rule 12g-3 and notify the SEC of a successor issuer's deemed registration, but 8-K12B covers classes registered under Section 12(b) (exchange-listed on NYSE, Nasdaq, NYSE American, etc.) while 8-K12G3 covers classes registered under Section 12(g) (unlisted classes meeting holder/asset thresholds). Filing populations are mutually exclusive, and 8-K12G3 filings are not included in this dataset.
Coverage begins September 1, 2002, immediately after the August 2002 SEC release that restructured Form 8-K and assigned the modern Item taxonomy, and runs to the present. The dataset is distributed as monthly ZIP containers under the YYYY/YYYY-MM.zip path layout, with HTM/HTML, TXT, and JSON files inside each record folder.