Form DEFA14A Files Dataset

The Form DEFA14A Files Dataset is a complete corpus of additional definitive proxy soliciting materials filed on Schedule 14A under Section 14(a) of the Securities Exchange Act of 1934. One record is a single accession-numbered Form DEFA14A submission to EDGAR — one discrete act of filing supplemental soliciting material, whether as "definitive additional materials" supplementing a previously delivered DEF 14A or as Rule 14a-12 written soliciting communications filed on the date first used. The dataset is built from filings made by issuers, M&A counterparties, dissident slates, activist investors, registered investment companies, and other "participants in a solicitation" under Schedule 14A. It covers January 1994 to the present and is delivered as monthly ZIP containers keyed YYYY/YYYY-MM.zip containing TXT, JSON, HTML, and PDF document bodies plus a structured metadata.json per accession.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset contains every DEFA14A submission filed to EDGAR from January 1994 forward, packaged at accession-number granularity. Each record captures one act of filing — a single soliciting communication that the filer transmitted to the SEC under Rule 14a-6(b) (additional definitive materials) or Rule 14a-12 (written soliciting communications made before a definitive proxy statement is furnished). The DEFA14A vehicle is a soliciting-communications wrapper rather than a self-contained governance disclosure document: its substantive content is whatever the filer wants in front of shareholders ahead of a vote, including M&A deal letters, investor presentations, transaction Q&As, voting reminders, refutations of proxy-advisor (ISS/Glass Lewis) recommendations, board statements responding to activist campaigns, employee or customer FAQs, interview transcripts, and reproductions of press releases or 8-K disclosures that bear on matters being voted on.

The corpus covers the full filer population subject to Section 14(a) — domestic Exchange Act registrants, parties to M&A transactions using a Schedule 14A path, dissidents and contesting nominees, other participants in a solicitation, and registered investment companies and BDCs subject to Section 14(a) via Section 20(a) of the Investment Company Act. Foreign private issuers are out of scope because they are exempt from the Section 14(a) proxy rules under Rule 3a12-3(b) and instead furnish home-country proxy materials on Form 6-K. The dataset is distributed as ZIP containers, one per calendar month, with on-disk file types of TXT, JSON, HTML, and PDF.

Content Structure of a Single Record

What one record represents

One record is a single accession-numbered DEFA14A submission to EDGAR — one discrete act of filing additional definitive proxy soliciting materials on Schedule 14A under the Securities Exchange Act of 1934. On disk, a record is a folder named after the 18-digit zero-padded accession number with dashes stripped (for example, 000114036125028202 for accession 0001140361-25-028202). The folder contains exactly one metadata.json describing the submission and one document file per item in the EDGAR submission index, each wrapped in the original EDGAR SGML envelope. Records are grouped into monthly ZIP containers under YYYY/YYYY-MM.zip keys.

What the underlying filing is

A DEFA14A is a supplementary proxy-solicitation filing made on Schedule 14A. It serves two distinct regulatory functions filed under the same form code:

1. Definitive additional materials — soliciting communications distributed after a definitive proxy statement (DEF 14A) has already been mailed, supplementing or updating that proxy statement in advance of the shareholder vote.
2. Rule 14a-12 soliciting material — written soliciting material communications distributed before a definitive proxy statement is delivered, which Rule 14a-12 requires be filed with the SEC on the date first used.

A DEFA14A is not a self-contained governance disclosure document the way a DEF 14A is. It functions as a soliciting-communications wrapper carrying whatever content the registrant or another participant in the solicitation wants in front of shareholders in connection with a pending vote.

The regulatory shell of the form is thin. The Schedule 14A cover boilerplate identifies the filing as filed under Schedule 14A, lists the registrant and any other participant filing the proxy statement, contains a check-box block specifying which Rule 14a category the material falls under (preliminary, definitive, definitive additional materials, or Rule 14a-12 solicitation), and includes the payment-of-filing-fee certification block. All substantive content lives in the body of the primary document and its attached exhibits.

Two-layer record organization

Each accession-keyed folder is organized in two tightly cross-linked layers:

1. A canonical structured-metadata layer in metadata.json that mirrors the EDGAR submission header.
2. A document layer consisting of one SGML-wrapped file per item in the EDGAR submission index — the primary DEFA14A document plus any attached exhibits.

Each entry in metadata.json's documentFormatFiles[] array corresponds one-to-one to a document file in the folder, with the exception of GRAPHIC (image) attachments, which are intentionally excluded from the on-disk payload but still listed in metadata. The SGML envelope around each document file carries the same <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> values that appear in the metadata array, so the two views can be reconciled deterministically by joining on sequence.

metadata.json

The canonical structured description of the submission. Top-level fields:

• formType — always "DEFA14A" for this dataset.
• accessionNo — EDGAR accession number in dashed form (e.g. 0001140361-25-028202).
• linkToFilingDetails — URL to the primary filing document on sec.gov.
• description — human-readable form description, typically "Form DEFA14A - Additional definitive proxy soliciting materials and [Rule 14(a)(12)](https://www.ecfr.gov/current/title-17/chapter-II/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-12) material".
• linkToTxt — URL to the complete .txt submission bundle on EDGAR.
• linkToHtml — URL to the EDGAR *-index.htm summary page.
• filedAt — ISO-8601 datetime with timezone offset (e.g. 2025-07-31T17:22:43-04:00).
• documentFormatFiles[] — array describing every file in the submission.
• entities[] — array of filer/co-filer entity objects.
• seriesAndClassesContractsInformation[] — array; ordinarily empty for DEFA14A because the form is not used for registered investment-company series/class disclosures.
• linkToXbrl and dataFiles[] — XBRL-related fields; empty across the corpus because DEFA14A is not an XBRL-tagged form.

documentFormatFiles[]

Each element describes one file from the EDGAR submission, in the same order it appeared in the original submission index. The final entry conventionally represents the complete .txt submission bundle. Per-element fields:

• sequence — sequence number string ("1", "2", …) corresponding to the EDGAR document sequence; the .txt wrapper uses a single space.
• type — SEC document type ("DEFA14A", "EX-99.1", "EX-2.1", "GRAPHIC", etc.; a single space for the submission text bundle).
• description — filer-supplied description (e.g. "DEFA14A", "EXHIBIT 99.1", "GRAPHIC - SILVER STAR LOGO").
• documentUrl — direct URL to the file on sec.gov.
• size — byte size as a string.

entities[]

The filing-participant block. DEFA14A submissions frequently involve multiple participants — at minimum a registrant, and in contested or M&A solicitations also bidders, dissident shareholder groups, target companies, or other proxy-solicitation participants. Each entity object contains:

• companyName — includes the EDGAR role suffix in parentheses (e.g. "ESSA Pharma Inc. (Filer)", "CAMPBELL FUND TRUST (Filer)", or "… (Subject Company)"). The suffix encodes the participant role and must be parsed off the end of the name string.
• cik — Central Index Key as a numeric string.
• irsNo — IRS employer identification number.
• fileNo — SEC file number (e.g. 001-37410).
• filmNo — SEC film/DCN number assigned to the submission.
• formType — filing role/type for this entity (typically "DEFA14A").
• sic — Standard Industrial Classification code with description (e.g. "2834 Pharmaceutical Preparations").
• stateOfIncorporation — two-character state or territory code.
• act — Securities act under which filed, typically "34" (Exchange Act).
• fiscalYearEnd — MMDD string (e.g. "1231", "0930").
• tickers — optional array of trading symbols (e.g. ["EPIX"]); absent for unlisted filers and many non-corporate entities.

The primary DEFA14A document

The first sequence in the submission is the primary DEFA14A document. Filenames are produced by the filer's filing agent and follow recognizable conventions: Donnelley (d<id>ddefa14a.htm), Toppan Merrill (tm<id>d<n>_defa14a.htm), EdgarFilings/Edgar Online (ef<id>_defa14a.htm), or service-agnostic names produced by Workiva (Wdesk), Broadridge PROfile, and ThunderDome Portal. The file is delivered inside an EDGAR SGML envelope of the form:

          1
          <DOCUMENT>
        

          2
          <TYPE>DEFA14A
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>ef20053044_defa14a.htm
        

          5
          <DESCRIPTION>DEFA14A
        

          6
          <TEXT>
        

          7
          <html> ... full HTML body of the proxy soliciting material ... </html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The body inside <TEXT> typically opens with the Schedule 14A cover boilerplate (UNITED STATES SECURITIES AND EXCHANGE COMMISSION … SCHEDULE 14A … Filed by the Registrant), the Rule 14a check-box block (with "Definitive Additional Materials" or "Soliciting Material under Rule 14a-12" marked), the registrant's exact legal name and any co-filer or other person filing the proxy statement, the payment-of-filing-fee section, and signature lines for the soliciting party. The substantive content begins below this header and varies widely: an investor-presentation cover and slide deck, a deal Q&A, a letter from the chair of the board, an interview transcript, a reproduction of a press release, or a thin wrapper document that simply references attached exhibits. Heavily styled inline-CSS HTML is the norm, with hard-coded fonts, fixed pixel widths, and absolute positioning carried over from the filer's word-processing or web-publishing workflow.

Exhibits

Subsequent sequences are attached exhibits. The most common types in DEFA14A submissions are:

• EX-99.1, EX-99.2, … — press releases, letters to shareholders, investor presentations, talking-point documents, scripts, social-media excerpts, employee/customer FAQs, interview transcripts.
• EX-2.1 — merger or acquisition agreements when the DEFA14A relates to an M&A vote.
• 8-K-typed exhibits attached as additional soliciting material when the same content was simultaneously released as an 8-K.
• GRAPHIC — image attachments (logos, photographs, presentation charts and figures).

Each non-graphic exhibit is wrapped in the same SGML envelope as the primary document, with <TYPE> set to its EDGAR exhibit type and <SEQUENCE> matching the metadata array. For example:

          1
          <DOCUMENT>
        

          2
          <TYPE>EX-99.1
        

          3
          <SEQUENCE>2
        

          4
          <FILENAME>tm2522137d2_ex99-1.htm
        

          5
          <DESCRIPTION>EXHIBIT 99.1
        

          6
          <TEXT>
        

          7
          <html> ... letter to shareholders, business-combination disclosures, etc. ... </html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

Exhibit filenames usually share the filer-prefix used for the primary document plus a suffix like _ex99-1.htm, _8k.htm, or exhibit991-newsrelease.htm.

Submission text bundle

The final documentFormatFiles[] entry is conventionally the complete .txt submission bundle that EDGAR reconstructs from the individual documents. Its sequence and type are each a single space. When materialized on disk, this file is the concatenation of every SGML envelope in the submission and reproduces what the filer transmitted to EDGAR.

What a record includes

A record includes:

• the metadata.json describing the submission;
• the primary DEFA14A document as filed, in its SGML envelope;
• every non-image exhibit listed in the EDGAR submission, in its SGML envelope;
• HTML, TXT, and (where present) PDF document bodies as the filer submitted them;
• the consolidated .txt submission bundle as a final indexed entry.

In the modern era, records consist almost exclusively of HTML document bodies plus the JSON metadata file. PDF bodies are infrequent and typically appear when the filer attached an investor-presentation deck or a scanned document. Pure ASCII-text bodies are largely confined to early (1994 through late-1990s) filings.

What is excluded or structurally separate

• Image attachments. Files referenced by GRAPHIC entries in documentFormatFiles[] are intentionally excluded from the on-disk payload. The metadata still enumerates them — preserving the original document-sequence list and the documentUrl at which they can be retrieved on sec.gov — but the binary content is not bundled. Submissions whose only documents are graphic attachments may therefore not materialize as folders at all.
• The underlying DEF 14A. The previously filed definitive proxy statement that a DEFA14A supplements is a separate filing under its own accession number and is not part of the record. A DEFA14A typically references the underlying proxy only by accompanying the same shareholder vote.
• Other DEFA14A filings for the same meeting. Each DEFA14A filed for a single solicitation campaign is an independent accession-keyed record. Reconstructing the full soliciting-material trail for a vote requires aggregating multiple records by registrant and meeting date.
• Subsequent or related forms. PRER14A (revised preliminary proxy statement), PREC14A (contested preliminary), DFAN14A (definitive additional materials by a non-management participant), and Form 8-K filings that may share content are separate filing types and live in their own datasets.

Changes in required content and structure over time

The DEFA14A vehicle itself is structurally stable: it has been the channel for additional definitive Schedule 14A soliciting material throughout the EDGAR era. The most consequential rule change affecting record contents was the 1999 adoption of Rule 14a-12, which permitted oral and written solicitations before delivery of a proxy statement provided that any written soliciting material was filed with the SEC on the date first used. After 1999, DEFA14A becomes the channel both for "definitive additional materials" supplementing an existing proxy statement and for pre-proxy soliciting communications under Rule 14a-12, and the cover-page check-box block expanded to reflect that bifurcation. The post-1999 corpus accordingly contains a much wider range of communications — interview transcripts, investor presentations, social-media posts, employee FAQs, and customer letters — whereas earlier filings tend to be narrower supplements to existing proxy statements.

A second material shift came with the M&A-disclosure rulemaking of the early 2000s and the subsequent rise of activist proxy contests, which produced two recurring DEFA14A archetypes: M&A soliciting material (deal letters, fairness-opinion summaries reproduced in presentations, transaction FAQs, merger-agreement attachments) and contested-election soliciting material (board recommendations, dissident-slate responses, ISS/Glass Lewis rebuttals, vote-no campaigns). The form's regulatory shell did not change to accommodate these archetypes, but the substantive content of the corpus increasingly comprises them.

Changes in data format over time

The DEFA14A corpus tracks general EDGAR format evolution. From January 1994 through the late 1990s, primary documents and exhibits were ASCII text wrapped in the same SGML envelope used today, with no HTML markup; tables were rendered as ASCII art and embedded graphics were not yet supported. HTML adoption became widespread after the SEC permitted HTML in EDGAR submissions in 1999, and from the early 2000s onward primary documents and exhibits are dominated by HTML bodies produced by filing-agent tooling such as Donnelley, Toppan Merrill, Workiva (Wdesk), Broadridge PROfile, EdgarFilings, and ThunderDome Portal. PDF attachments became more common as EDGAR loosened its rules on attachment formats. DEFA14A is not an XBRL-tagged form, so linkToXbrl and dataFiles[] remain empty across all eras and there is no inline-XBRL embedding.

The metadata layer (metadata.json) and SGML wrapper conventions are uniform across the dataset's time range, providing a consistent extraction surface even where the underlying document body's format varies between ASCII, HTML, and PDF.

Interpretation notes

• Cross-referencing metadata and documents. The sequence, type, description, and filename in documentFormatFiles[] correspond exactly to the <SEQUENCE>, <TYPE>, <DESCRIPTION>, and <FILENAME> headers inside the SGML wrapper of each document file. Joining on sequence is the safe key when reconstructing a submission.
• SGML envelope around HTML. Document files are not bare HTML; each begins with an SGML header block (<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT>) before the <html> element and ends with </TEXT></DOCUMENT>. Parsers should either strip everything up to <TEXT> or consume the SGML headers explicitly. The <TEXT> block contains the actual HTML, ASCII, or (for PDFs) Base64-encoded payload.
• Rule 14a-12 versus definitive additional materials. Both regulatory uses are filed as DEFA14A and share the same formType value; the cover-page check-box in the document body is the only on-record distinguisher. Downstream classification must be read from the document text, not from the metadata.
• Multiple participants. Contested solicitations and M&A transactions frequently produce multiple entities[] objects with distinct roles (Filer, Subject Company, Filed by). The role suffix is encoded inside companyName in parentheses and should be parsed off the end of the string.
• Incorporation by reference. Many DEFA14A filings are minimal wrapper documents whose substantive content lives entirely in an attached EX-99.x exhibit or in a referenced 8-K. Treating the primary <TYPE>DEFA14A document as the only meaningful payload will systematically miss the actual soliciting content.
• Image exclusion. Graphic entries in documentFormatFiles[] will not have a corresponding file in the folder. This is by design, not a packaging error; investor presentations and other visual-heavy filings will reference but not contain their embedded images, and any in-document <img src="…"> references will resolve only when the referenced URLs are fetched from sec.gov.
• Filing-agent variation. HTML produced by different filing agents varies sharply in markup style, embedded CSS, table construction, use of inline images, and page-break handling, which affects both visual fidelity and machine extraction. Heuristics tuned to one agent's output (e.g. Donnelley) often will not transfer cleanly to another's (e.g. Workiva).
• Amendments. DEFA14A is itself the supplementary form for DEF 14A; there is no DEFA14A/A analogue in normal use. When a registrant needs to correct previously filed soliciting material, it ordinarily files a new DEFA14A rather than amending an earlier one, so each accession in the dataset stands as an independent record without an amendment chain.
• Record boundaries. A solicitation campaign typically spans many DEFA14A records plus a DEF 14A (and often DFAN14A filings from opposing participants), each as an independent accession. Aggregating the full soliciting-material set for a vote requires grouping by issuer CIK, meeting date, and the relevant proxy file number rather than relying on any single record.

Who Files or Publishes This Dataset, and When

Who files the record

A DEFA14A is filed by a soliciting person under Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A. The filer is whoever is conducting the proxy solicitation, which may or may not be the issuer of the security being voted.

Typical filers:

• Exchange Act registrants (issuers) soliciting their own holders for annual or special meetings, mergers, charter amendments, equity plan approvals, say-on-pay, director elections, and similar votes.
• Parties to M&A and business combinations (acquirers, targets, parents) using a Schedule 14A path to obtain shareholder approval.
• Dissidents, activists, and contesting nominees running proxy contests, filing under their own CIKs to supplement their own definitive materials or Rule 14a-12 communications.
• Other "participants in a solicitation" under Schedule 14A, including funds, employee groups, large holders, and director nominees who solicit other holders.
• Registered investment companies and BDCs soliciting fund-shareholder votes (advisory agreement approvals, board elections, reorganizations), subject to Section 14(a) via Section 20(a) of the Investment Company Act.

Foreign private issuers are outside this population. FPIs are exempt from the Section 14(a) proxy rules under Rule 3a12-3(b) and instead furnish home-country proxy materials on Form 6-K.

The cover code is filer-selected: the legal filer is the soliciting person named on the cover, not any third party (target, acquirer, advisor, nominee) merely discussed in the document.

When the record is created or required

DEFA14A is event-driven, not periodic. A record is generated each time a soliciting person disseminates additional written soliciting material in connection with a live or pending Schedule 14A solicitation. There is no fixed cadence: one solicitation may produce zero, one, or dozens of DEFA14A filings.

The two filing triggers:

• Rule 14a-6(b) — any "additional definitive" soliciting material must be filed with the Commission no later than the date it is first sent or given to security holders. In practice, filers submit the same business day the communication is released.
• Rule 14a-12 — written soliciting communications made before a definitive proxy statement is furnished must be filed no later than the date of first use. Such communications routinely appear under the DEFA14A cover when a definitive solicitation is already on file or anticipated.

Common triggering communications:

• Press releases, investor letters, presentations, transcripts, employee Q&As, social media posts, and website materials that constitute "soliciting material" under Rule 14a-1(l).
• Supplemental disclosures responding to merger litigation or "disclosure-only" settlements.
• Issuer or dissident rebuttals of ISS, Glass Lewis, or other proxy advisor recommendations.
• Updated compensation, transaction, governance, or projections disclosures post-DEF 14A.
• Activist or dissident communications launching, escalating, or concluding a contest.
• Bring-down updates close to the meeting date; occasional post-meeting filings tied to adjournments or related litigation.

DEFA14A material is filed, not merely furnished, and is subject to Section 18 liability.

Important distinctions

• DEFA14A vs DEF 14A. DEF 14A is the definitive proxy statement itself. DEFA14A is a follow-on filing that exists only because a definitive Schedule 14A solicitation is in progress (or because Rule 14a-12 communications are being filed during a live solicitation). It is not a standalone proxy statement.
• DEFA14A vs DEFR14A. DEFR14A revises or corrects the definitive proxy itself; DEFA14A supplements it without replacing it. Material disclosure errors typically prompt DEFR14A; ongoing campaign communications prompt DEFA14A.
• DEFA14A vs DFAN14A. Both cover additional definitive soliciting material. DEFA14A is associated primarily with the registrant/management side; DFAN14A is associated with non-management participants (dissidents, activists, third-party soliciting persons). Because the cover code is filer-selected, some non-issuer filers nonetheless use DEFA14A.
• DEFA14A vs DEFM14A / DEFC14A. DEFM14A and DEFC14A are the definitive proxy statements for merger and contested solicitations respectively; DEFA14A is the additional-material stream that follows any of those tracks.
• Contested solicitations have parallel streams. Issuer and dissident each file separately under their own CIKs. Searching only the issuer's CIK will miss the other side of the campaign.
• Foreign private issuers are out of scope. FPI proxy-equivalent material appears on Form 6-K, not Schedule 14A.
• Subject vs filer. Persons named in the body of a DEFA14A (officers, directors, counterparties, advisors) are not filers of the record by virtue of being mentioned.

How This Dataset Differs From Similar Datasets or Filings

DEFA14A sits inside the Schedule 14A proxy-solicitation family, where the SEC distinguishes filings along several axes: preliminary versus definitive, original versus revised, routine versus contested versus merger-related, and full proxy statement versus supplemental "additional materials." The closest comparison points are other Schedule 14A cover codes; a smaller set of adjacent regimes (Form 8-K, Form N-PX, and Schedules 13D and 13G) sometimes carries overlapping subject matter but operates under different rules.

DEF 14A (Definitive Proxy Statement)

The anchor document filed under Rule 14a-6 ahead of a shareholder meeting: full proposal text, board recommendations, executive compensation tables, director biographies, and voting procedures. DEFA14A supplements this document; it does not replace it and is meaningless without an underlying DEF 14A (or DEFM14A/DEFC14A). DEF 14A is structured, comprehensive, and singular per meeting; DEFA14A is event-driven, often short, and frequently filed multiple times per meeting as new material emerges (investor decks, ISS/Glass Lewis rebuttals, press releases, supplemental Q&A).

PRE 14A (Preliminary Proxy Statement)

The pre-definitive draft filed for staff review when required (typically non-routine matters). PRE 14A precedes DEF 14A; DEFA14A only exists after a definitive is on file. Content rarely overlaps: PRE 14A carries the full draft proposal, while DEFA14A carries targeted supplements and Rule 14a-12 communications.

DEFR14A (Definitive Revised Proxy Statement)

A revision to a previously filed DEF 14A that modifies the official record itself. DEFA14A leaves the prior DEF 14A intact and adds soliciting material around it. If the binding proposal text changes, it appears in DEFR14A, not DEFA14A.

DEFM14A (Definitive Merger Proxy Statement)

A definitive proxy whose subject is an M&A vote rather than a routine annual meeting. Functionally a DEF 14A for transactions. DEFA14A is filed against both routine and merger proxies; in merger contexts it typically carries transaction Q&A, fairness opinions summaries, deal presentations, and responses to litigation or proxy-advisor critique. The relationship is parent/supplement: DEFM14A is the underlying proxy, DEFA14A is the additional soliciting material attached to that campaign.

DEFC14A (Definitive Contested Solicitation)

A definitive proxy filed in connection with a contested solicitation. DEFA14A is contest-status agnostic. In a proxy fight, the management side typically files both DEFC14A (the formal contested proxy) and a stream of DEFA14A filings (fight letters, presentations, advisor rebuttals). DEFC14A defines the formal contested campaign; DEFA14A documents the running communications around it.

DFAN14A (Additional Soliciting Material — Non-Management)

The direct non-management counterpart. Same content types (presentations, letters, press releases, Rule 14a-12 communications) and same functional role, but filed by activist investors, dissident slates, or other non-management solicitors. DEFA14A is filed by the issuer or persons soliciting on its behalf; DFAN14A sits on the opposite side of the table. To capture the full record of a contested vote, pair DEFA14A (management) with DFAN14A (dissident). This dataset excludes DFAN14A.

PREC14A and PREM14A (Preliminary Contested and Merger Proxies)

The pre-definitive drafts of DEFC14A and DEFM14A. They differ from DEFA14A on two axes at once: preliminary rather than definitive, and full proxy statement rather than supplemental material. Useful as upstream context, not substitutable. (PREM14A is the merger-proxy preliminary.)

PRER14A (Preliminary Revised Proxy)

A revision to a preliminary filing before it goes definitive. Belongs to the revision branch (with DEFR14A), not the additional-materials branch (DEFA14A, DFAN14A). Same contrast as DEFR14A: revisions modify the proxy itself; DEFA14A adds material around an unchanged proxy.

Form 8-K (Items 7.01 and 8.01)

The current report form for material events. Items 7.01 (Reg FD) and Item 8.01 (Other Events) sometimes carry the same press releases or investor materials that also appear as DEFA14A exhibits, particularly around mergers and contested votes. The legal regime differs: 8-K disclosures fall under Sections 13/15(d) for general market disclosure; DEFA14A filings fall under Regulation 14A (including the Rule 14a-12 framework for early communications) and are formally part of a solicitation, with attendant anti-fraud and filing-and-furnishing requirements. 8-K covers all material events including those tied to no vote; DEFA14A covers only communications tied to a pending solicitation. The two are complementary, not substitutable.

Form N-PX (Annual Report of Proxy Voting Record)

Reports how registered investment companies and certain institutional managers actually voted. N-PX sits at the receiving end of the solicitation process: DEFA14A is part of the campaign that attempts to influence votes; N-PX records the resulting decisions, voter by voter. DEFA14A is event-driven narrative and exhibit content from the solicitor's side; N-PX is periodic and tabular. Used together to study solicitation effectiveness; never substitutes.

Schedules 13D and 13G (Beneficial Ownership)

Report beneficial ownership above 5%. Overlap with DEFA14A is indirect and usually arises only in activist situations: a Schedule 13D discloses position and intent, the activist files DFAN14A (not DEFA14A) for soliciting materials, and the target issuer responds via DEFA14A. 13D/13G content is ownership-focused (share counts, purpose, agreements among holders); DEFA14A content is communication-focused (presentations, letters, rebuttals). They answer different questions. (Schedule 13G is the short-form passive-holder analogue.)

What makes the DEFA14A dataset distinct

DEFA14A is narrowly scoped to one cover code: management-side additional definitive soliciting material, including Rule 14a-12 communications. It is event-driven rather than periodic, supplemental rather than foundational, and exhibit-heavy (decks, press releases, letters, Q&A) rather than built around a single structured proxy body. It excludes the non-management equivalent (DFAN14A), the underlying definitive proxies (DEF 14A, DEFM14A, DEFC14A), revisions to those proxies (DEFR14A, PRER14A), and all preliminary filings (PRE 14A, PREC14A, PREM14A). Within a single campaign, DEFA14A is typically the highest-volume, most heterogeneous, and most communications-oriented stream. Its closest functional twin is DFAN14A on the opposing side; its closest content overlap is with 8-K Item 7.01 (Reg FD) and Item 8.01 (Other Events) when the same release is dual-filed.

Who Uses This Dataset

DEFA14A filings carry the supplemental, time-sensitive arguments issuers and dissidents put before shareholders ahead of a meeting. The professional users below each pull different elements from the soliciting cover, exhibits, presentations, and accompanying communications.

Merger arbitrage and event-driven desks

Arb analysts and PMs track every supplement on a pending deal: revised investor presentations, board responses to topping bids, updated fairness opinions, and rebuttals to dissident slates. They read exhibits for forward synergy targets, pro forma updates, and divestiture commitments to recalibrate close probability and reprice the spread.

Activist funds and dissident campaign managers

Activists file DEFA14A materials directly to circulate white papers, nominee bios, vote-no decks, and rebuttals. They also mine the historical corpus to see how target boards have framed governance changes, settlement terms, or capital allocation pivots, and which arguments aligned with proxy advisor recommendations in comparable contests.

M&A and securities counsel

Deal counsel and disclosure lawyers use the corpus as the running record of supplemental proxy disclosure once the definitive 14A is locked. They benchmark mootness disclosures filed in response to demand letters, study Rule 14a-12 cautionary language in pre-definitive soliciting materials, and pull exhibits showing board process, projections, and conflicts when defending fiduciary-duty challenges.

Proxy solicitors and vote-management teams

Solicitation firms and in-house vote-management teams use DEFA14A filings as the live battlefield record. They monitor issuer- and dissident-side supplements to update vote-tracking models, refine retail and institutional outreach scripts, and time digital and telephone campaigns. The historical record supports tactical analysis of letter formats, infographics, and filing cadence in the final two weeks before a meeting.

Proxy advisory analysts

Governance research analysts use DEFA14A responses to decide whether to maintain, modify, or reverse a published recommendation. Issuers frequently file rebuttal exhibits, supplemental compensation tables, or revised proposal language directly addressing advisor critiques on say-on-pay, director independence, equity plan dilution, or M&A consideration.

Corporate governance teams and IR

In-house governance counsel, corporate secretaries, and IR teams use the dataset to benchmark peer responses to negative advisor reports, failed say-on-pay votes, and contested transactions. The corpus serves as a working library of soliciting language and disclosure responses that shapes their own proxy-season playbook.

Shareholder communications and financial PR

Specialists drafting shareholder letters, vote-yes microsites, and investor-facing video for contested situations use the corpus for tone, structure, and persuasive framing. Press releases, transaction call transcripts, and slide decks attached as exhibits make it a reference set for messaging across a wide range of contested matters.

Governance researchers and academic empiricists

Empirical researchers studying voting, activism outcomes, M&A premia, and disclosure litigation use the full 1994-onward sweep to build panels of supplemental disclosures and contested-vote campaigns. Full exhibit availability supports text-level analysis of how messaging evolved after key court decisions on disclosure-only settlements.

Compliance and surveillance teams

Compliance groups at broker-dealers and asset managers monitor DEFA14A filings for vote-relevant developments around record and meeting dates, and flag soliciting materials that intersect with trading windows, Regulation FD, or pre-clearance procedures. CIK, filer name, and filing date drive automated routing into compliance dashboards.

Quantitative researchers

Systematic event-driven teams build features from DEFA14A cadence and content: clustering of supplements before a vote, language signals from soliciting documents, and disclosure intensity as inputs to deal-completion, activism-success, or meeting-date trading models. The full historical corpus is what makes feature engineering and backtests feasible.

LLM and RAG developers

Teams building M&A intelligence, proxy research, and governance copilots use the DEFA14A corpus as a primary document source. HTML, TXT, PDF, and JSON metadata across the full filing history support classification, deal-term extraction from investor presentations, dissident-campaign summarization, and grounded Q&A over the actual exhibits rather than the cover document alone.

Specific Use Cases

Specific workflows the Form DEFA14A Files Dataset supports. Each use case ties to concrete record components: the primary DEFA14A document, EX-99.x exhibits, the cover-page Rule 14a check-box block, and the structured metadata.json fields.

Repricing merger-arb spreads from supplemental deal disclosures

Arb desks pull every DEFA14A filed against an open DEFM14A campaign, keyed on the target CIK and meeting date in entities[] and filedAt. They parse EX-99.1 investor presentations and Q&A exhibits for revised synergy targets, updated pro forma figures, divestiture commitments, and mootness disclosures filed in response to demand letters. The extracted figures feed close-probability models and recalibrate the bid-ask spread when fairness-opinion summaries or financial-projection tables are amended mid-campaign.

Tracking ISS and Glass Lewis rebuttal language across contested votes

Governance teams and proxy advisors search primary DEFA14A bodies and EX-99.x letters for direct responses to published advisor recommendations on say-on-pay, equity plan dilution, director independence, and M&A consideration. The corpus supports building a panel of issuer rebuttals across years and SIC codes (entities[].sic), used to benchmark which arguments preceded an ISS reversal and which fell flat. Output is a labeled set of rebuttal exhibits keyed to the originating advisor critique.

Building a Rule 14a-12 pre-proxy communications panel

Researchers and securities counsel separate the corpus along the cover-page check-box: "Soliciting Material under Rule 14a-12" versus "Definitive Additional Materials." Because both regulatory uses share formType="DEFA14A", this classification must be read from the document text. The resulting Rule 14a-12 subset isolates pre-definitive deal announcements, employee FAQs, and interview transcripts filed on the date first used, supporting studies of cautionary-statement drafting and selective-disclosure behavior in the announcement window.

Mootness-disclosure benchmarking for fiduciary-duty defense

Deal counsel pull DEFA14A supplements filed in the days following stockholder demand letters or complaints, identified by exhibit descriptions referencing "supplemental disclosures" or "supplement to the proxy statement." The body text and exhibit content provide the running record of board-process, projections, and conflicts disclosure used to defend disclosure-only settlements and Section 14(a) claims. Filings are grouped by registrant CIK and underlying DEFM14A to produce defendable templates for current matters.

Final-two-weeks filing-cadence analysis for vote management

Proxy solicitors aggregate filedAt timestamps for every DEFA14A in a campaign, joined to the meeting date from the underlying DEF 14A. The cadence and exhibit mix (vote-no decks, board letters, infographics, telephone-script reproductions) in the final fourteen days are used to calibrate retail outreach timing, refine institutional call scripts, and select letter formats with historical traction in similar SIC and market-cap cohorts.

Training and grounding LLM agents for proxy and M&A research

RAG and copilot teams index the primary DEFA14A document, every non-graphic exhibit, and metadata.json per accession. The SGML envelope (<TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>) provides deterministic chunk boundaries, and documentFormatFiles[] provides typed retrieval — EX-99.1 for shareholder letters, EX-2.1 for merger agreements, DEFA14A for the cover wrapper. Use cases include extracting deal terms from investor presentations, summarizing dissident-campaign rebuttals, and answering grounded questions over actual exhibits rather than the often-thin wrapper document.

Multi-participant campaign reconstruction for contested solicitations

Quant and governance researchers reconstruct the full management-side soliciting trail for a contested vote by grouping records on issuer CIK, file number (entities[].fileNo), and meeting window. The entities[] array exposes co-filers and "Subject Company" suffixes parsed from companyName, allowing campaigns with bidders, target boards, and other participants to be assembled into a single timeline. Pairing the resulting DEFA14A stream with the dissident-side DFAN14A corpus produces the complete two-sided communications record for fight-letter, presentation, and press-release sequencing studies.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-defa14a-files.json Returns dataset-level metadata and the full list of container files. Each container entry includes its size, record count, last update timestamp, and direct download URL. Use this endpoint to monitor which containers were refreshed in the most recent run and selectively download only those that changed. This endpoint does not require an API key.

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          {
        

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            "datasetId": "1f13365b-9ae0-68e9-937b-4cf852a954c2",
        

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            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-defa14a-files.zip",
        

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            "name": "Form DEFA14A Files Dataset",
        

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            "updatedAt": "2026-05-07T02:50:13.714Z",
        

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            "earliestSampleDate": "1994-01-01",
        

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            "totalRecords": 151390,
        

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            "totalSize": 1823266080,
        

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            "formTypes": ["DEFA14A"],
        

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            "containerFormat": "ZIP",
        

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            "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
        

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            "containers": [
        

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              {
        

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                "downloadUrl": "https://api.sec-api.io/datasets/form-defa14a-files/2026/2026-05.zip",
        

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                "key": "2026/2026-05.zip",
        

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                "size": 13818783,
        

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                "records": 154,
        

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                "updatedAt": "2026-05-07T02:50:13.714Z"
        

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              }
        

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            ]
        

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          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-defa14a-files.zip?token=YOUR_API_KEY Downloads the complete archive of all Form DEFA14A filings from January 1994 to present in a single ZIP file. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-defa14a-files/2026/2026-05.zip?token=YOUR_API_KEY Downloads one monthly container instead of the full archive, useful for incremental updates or fetching a specific time slice. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form DEFA14A — additional definitive proxy soliciting materials and Rule 14(a)(12) material filed on Schedule 14A under Section 14(a) of the Securities Exchange Act of 1934. The form serves two regulatory functions under one cover code: definitive additional materials supplementing a previously delivered DEF 14A, and Rule 14a-12 written soliciting communications filed on the date first used.

What does one record in this dataset represent?

One record is a single accession-numbered DEFA14A submission to EDGAR — one discrete act of filing soliciting material. On disk, each record is a folder named after the 18-digit zero-padded accession number, containing one metadata.json plus one SGML-wrapped document file per item in the EDGAR submission index (the primary DEFA14A document and any attached non-graphic exhibits).

Who is required to file Form DEFA14A?

Any soliciting person under Section 14(a) and Regulation 14A: Exchange Act registrants soliciting their own holders, parties to M&A transactions using a Schedule 14A path, dissidents and contesting nominees, other "participants in a solicitation" such as funds and large holders, and registered investment companies and BDCs subject to Section 14(a) via Section 20(a) of the Investment Company Act. Foreign private issuers are exempt under Rule 3a12-3(b) and instead furnish proxy-equivalent material on Form 6-K.

When must a DEFA14A be filed?

DEFA14A is event-driven, not periodic. Under Rule 14a-6(b), additional definitive soliciting material must be filed no later than the date it is first sent or given to security holders; under Rule 14a-12, written soliciting communications made before a definitive proxy statement is furnished must be filed no later than the date of first use. In practice, filers submit the same business day the communication is released.

What time period does the dataset cover?

The dataset spans January 1994 to the present, with earliestSampleDate of 1994-01-01. Records are grouped into monthly ZIP containers under YYYY/YYYY-MM.zip keys, and new containers are refreshed as new filings arrive on EDGAR.

What file format is the dataset distributed in?

The dataset is distributed as ZIP containers, one per calendar month. Inside each container, on-disk file types are TXT, JSON, HTML, and PDF: the structured metadata.json per accession, the primary DEFA14A document and exhibits in their original EDGAR SGML envelope (HTML, ASCII text, or Base64-encoded PDF inside <TEXT>), and the consolidated .txt submission bundle as the final indexed entry. DEFA14A is not an XBRL-tagged form, so linkToXbrl and dataFiles[] are empty across the corpus.

How does this dataset differ from the DFAN14A corpus?

DEFA14A and DFAN14A both cover additional definitive soliciting material with the same content types (presentations, letters, press releases, Rule 14a-12 communications), but DEFA14A is filed primarily by the issuer or persons soliciting on its behalf while DFAN14A is filed by activist investors, dissident slates, and other non-management solicitors. This dataset excludes DFAN14A; capturing both sides of a contested vote requires pairing the DEFA14A stream with the corresponding DFAN14A corpus.