The Form DEFM14C Files Dataset is a complete EDGAR collection of definitive information statements filed under Section 14(c) of the Securities Exchange Act of 1934 to disclose mergers, consolidations, and other extraordinary corporate transactions for which shareholder approval has already been secured by written consent rather than by proxy solicitation. One record is a single accession folder containing the DEFM14C information statement, any separately filed exhibits and annexes, and a metadata.json filing-header descriptor. The filer is the issuer — typically a controlled-company target, a majority-owned public subsidiary, or a sponsor-led smaller reporting company — whose security holders are entitled to act on the transaction. The dataset spans March 1994 to the present, reflecting the EDGAR window for mandatory electronic filing of proxy and information-statement materials. Filings are distributed as monthly ZIP containers under a YYYY/YYYY-MM.zip partition scheme, with file types covering TXT, JSON, HTML, and PDF.
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.
Download Entire Dataset:
Download a single container file (e.g. monthly archive) from the dataset.
Download Single Container:
The dataset captures every Form DEFM14C accession in EDGAR — the definitive, merger-tagged variant of the Schedule 14C information statement — from March 1994 forward. Form DEFM14C is filed when shareholder approval for a merger or acquisition has already been obtained, typically by written consent of a controlling shareholder or block, so the company is not soliciting proxies but is statutorily required to inform non-consenting shareholders of the action being taken and the material facts surrounding it. The "DEFM14C" tag marks the filing as both definitive (final, intended for distribution) and merger-related (the "M" suffix), distinguishing it from generic DEF 14C statements that cover routine consent actions such as charter amendments, board changes, or reverse stock splits.
The dataset is delivered as monthly ZIP containers under a YYYY/YYYY-MM.zip partition scheme; each container holds every accession folder for filings whose filedAt falls in that month. Containers are coverage-driven, not size-driven, so a quiet month can yield a one-folder ZIP and a busy month many. File types found across records are TXT, JSON, HTML, and PDF, with HTML predominating in the modern era, plain TXT (SGML-wrapped) for the 1990s, and PDF appearing occasionally for scanned exhibits or filer-supplied PDF copies of agreements.
One record in the Form DEFM14C Files dataset is a single complete EDGAR submission of Form DEFM14C, identified by its accession number and packaged as one folder on disk. Each record bundles the documents the registrant submitted to EDGAR for that accession — the definitive information statement and any separately filed exhibits, annexes, or supporting attachments — together with a single metadata.json descriptor that captures the filing-header facts. The accession folder is the atomic unit of the dataset: there is exactly one folder per filing, and the folder name is the accession number with the dashes stripped (for example, accession 0001140361-25-039361 becomes folder 000114036125039361).
Form DEFM14C is the definitive information statement filed under Section 14(c) of the Securities Exchange Act of 1934 and Rule 14c-2; the "M" suffix marks the subset used when the matter being disclosed is a merger or acquisition. Because no proxies are being solicited, the document carries the structural hallmarks of an information statement (notice of action already taken, no proxy card, no return envelope) rather than a proxy statement, but its substantive disclosure obligations under Schedule 14C track Schedule 14A closely for merger transactions.
Substantive Schedule 14C content for a merger-related DEFM14C includes: a description of the transaction and its terms; the background of the negotiations; the board's reasons for approval; the fairness opinion(s) of any financial advisors; the interests of directors and officers in the transaction; the regulatory approvals required; the accounting and tax treatment; the source of funds; and a statement of any appraisal or dissenters' rights available to non-consenting shareholders under the relevant state corporate law, with the timing and procedural mechanics for asserting them.
Inside an accession folder, two layers of content sit side by side:
metadata.json — a single filing-level JSON descriptor, always present at the root of the folder.metadata.json. The primary information statement is always sequence 1; additional sequences carry separately submitted exhibits when the filer chose to attach them as standalone documents rather than inline them.The file types found in the dataset are TXT, JSON, HTML, and PDF. HTML predominates in the modern era, plain TXT (SGML-wrapped) for the 1990s, and PDF appears occasionally for scanned exhibits or filer-supplied PDF copies of agreements. Image files (GRAPHIC document types in EDGAR's vocabulary, typically .jpg or .gif) are excluded from the record folder by design even when they appear as entries in the EDGAR submission's document list. The synthetic "Complete submission text file" pointer that EDGAR exposes is also not materialized as a file in the folder.
metadata.json descriptormetadata.json is a flat-ish JSON document whose top-level keys describe the filing as EDGAR receives it. The meaningful fields are:
formType — always "DEFM14C" for this dataset.accessionNo — canonical hyphenated accession number (e.g. "0001140361-25-039361").filedAt — ISO-8601 timestamp with timezone offset, reflecting EDGAR's acceptance time.description — the human-readable form description ("Form DEFM14C - Definitive information statement relating to merger or acquisition").linkToFilingDetails — direct URL to the primary information statement on EDGAR.linkToTxt — URL to EDGAR's full SGML submission .txt bundle for the accession.linkToHtml — URL to the EDGAR filing-index page (*-index.htm).linkToXbrl — empty string for DEFM14C; information statements do not carry XBRL data.documentFormatFiles[] — one entry per document attached to the EDGAR submission, with sequence, size (byte-count as a string), documentUrl, description, and type. Sequence 1 is the DEFM14C itself; subsequent sequences are exhibits. The trailing element with sequence: " ", type: " ", and description: "Complete submission text file" is a metadata pointer to the concatenated EDGAR .txt and is never realised as a file in the folder.dataFiles[] — XBRL/financial-report data files; empty for DEFM14C.seriesAndClassesContractsInformation[] — investment-company series/class metadata; effectively always empty here.entities[] — one or more parties to the filing. Each entity object carries companyName (with the EDGAR role suffix in parentheses, e.g. "... (Filer)", "... (Subject Company)", "... (Filed by)"), cik, irsNo, fileNo, filmNo, type (form type as it appears in the entity row), act ("34" for the Exchange Act), stateOfIncorporation, fiscalYearEnd ("MMDD"), sic (industry code plus textual description, with HTML entities encoded), and tickers[] (trading symbols associated with the CIK).id — a 32-character hex record identifier internal to the dataset.For most DEFM14C records entities[] contains a single Filer entity, but transactions structured as multi-party mergers or going-private deals routinely include the Subject Company and the acquirer or sponsor as separate entries with their own role suffixes. The Filer is the entity that submitted the form; the Subject Company is the issuer whose shareholders are receiving the information statement; the two need not be the same.
The primary document — sequence 1 — is the definitive information statement itself. Whether the underlying file extension is .htm, .html, or .txt, the file as stored on disk is wrapped in EDGAR's SGML <DOCUMENT> envelope:
1
<DOCUMENT>
2
<TYPE>DEFM14C
3
<SEQUENCE>1
4
<FILENAME>...
5
<DESCRIPTION>DEFM14C
6
<TEXT>
7
... document body ...
8
</TEXT>
9
</DOCUMENT>
The body inside <TEXT> is the actual information statement. In the modern era this is a single, large, paginated HTML document, typically several hundred kilobytes to a few megabytes, with every page of the disclosure, the table of contents, and any inlined annexes living in the same file rather than split across multiple files.
Internally, the HTML follows a recognisable filer-agent template. Common toolchains across the dataset include Broadridge PROfile (class names prefixed BRDSX_*), Toppan Merrill, Donnelley Financial Solutions / RDG Filings, Workiva, and EDGAR Online; each leaves its own CSS-class fingerprint, page-break convention, and anchor-naming scheme, but the disclosure architecture they render is essentially identical. Pages are typically wrapped in <div class="..._page"> blocks with <a name="..."> anchors keyed to the table of contents, and <!--End Page N--> markers delimit the original print-page boundaries.
A modern DEFM14C information statement presents content in roughly the following order, with most filings carrying every section listed:
A top-of-document Table of Contents with hyperlinked anchors is present in nearly every modern filing and serves as the canonical section enumeration for that record.
When the filer chooses not to inline annexes and instead uploads them as separate documents, each appears as its own sequence in documentFormatFiles[] and as its own file in the accession folder. The on-disk filename matches the documentUrl basename, and the array order in documentFormatFiles[] mirrors the on-disk sequence numbers. The type value distinguishes exhibits; recurring values in this dataset include:
EX-2.1 — Agreement and Plan of Merger (the operative transaction agreement).EX-3.1 — charter amendments, certificate of merger, or amended-and-restated bylaws.EX-99.1, EX-99.2, ... — fairness opinions, financial-advisor letters, voting-and-support agreements, supplemental letters to shareholders, and miscellaneous merger-related agreements.GRAPHIC entries can appear in the metadata array (because they were submitted to EDGAR) but are not present as files in the folder. The trailing {sequence: " ", type: " ", description: "Complete submission text file"} element is purely a metadata pointer and never has a corresponding file on disk.
Each record includes:
metadata.json filing descriptor.<DOCUMENT> wrapper.Each record excludes:
.jpg, .gif, .png, and other GRAPHIC documents). These are dropped even when the EDGAR submission listed them as document sequences..txt archive that concatenates the entire submission). This is referenced by URL inside metadata.json but is not materialized as a file in the record folder.dataFiles[] is empty.The dataset spans more than thirty years of EDGAR practice, and the appearance of records changes meaningfully with the era:
.txt), often a single sequence in which the information statement, the merger agreement, the fairness opinion, and the appraisal-rights statute are concatenated as one long ASCII document. Tables are rendered with whitespace alignment; section headings are uppercase or bracketed by hand-drawn rule lines. Total file sizes are modest, often in the tens of kilobytes to low hundreds of kilobytes. HTML appears toward the end of the period, but minimally formatted.EX-* types rather than concatenated into the primary document. Records grow as supplemental schedules and richer formatting are included.BRDSX_page for Broadridge), explicit page-break markers, hyperlinked tables of contents, and pagination anchors keyed to the original filename. Annexes are most commonly inlined in the primary HTML rather than split across exhibits. Modern primary-document sizes typically range from a few hundred kilobytes to several megabytes, reflecting the longer disclosure expected by accumulated SEC guidance on background, fairness analyses, and director/officer interests.The substantive disclosure architecture (notice, summary, Q&A, the merger, the merger agreement, appraisal rights, ownership, annexes) is broadly stable across the period. What changes most is presentation: from monolithic ASCII to richly templated, page-anchored HTML; from single-sequence text dumps to multi-sequence exhibit suites; and from hand-aligned tables to fully styled financial schedules.
EX-2.1/EX-99.1/EX-99.2 exhibit set. Tools that read only sequence 1 still capture the full narrative for inlined-annex filings but miss the operative merger agreement and fairness opinion when the filer split them out. Always iterate documentFormatFiles[] rather than assuming sequence 1 is sufficient.<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> lines that wrap each document body are SGML, not HTML, and most HTML parsers will treat them as malformed leading content. The actual HTML begins after <TEXT> and ends before </TEXT>.entities[] with multiple parties under different EDGAR roles. The Filer, Subject Company, and acquirer or sponsor are separate entries; do not assume a single-entity filing.DEFM14C. Each accession in the dataset is therefore a definitive, unamended filing as of the moment EDGAR accepted it.Each record is a definitive merger information statement filed on Schedule 14C by an Exchange Act reporting issuer that is taking a corporate action — a merger, consolidation, sale of substantially all assets, or comparable extraordinary transaction — for which the required shareholder approval has already been secured by written consent or other action of a controlling majority of voting securities. Because the vote outcome is not in doubt and no proxies are being solicited, the issuer files under Section 14(c) of the Securities Exchange Act of 1934 rather than Section 14(a).
The filer is the issuer whose security holders are entitled to act — generally the target company or constituent corporation in the merger. The acquirer, sponsor, or controlling parent is described in the information statement but is not itself the Section 14(c) filer (though it may be a co-filer on a parallel Schedule 13E-3 in affiliated going-private deals).
The filer population is dominated by:
Outside the population: Foreign private issuers are exempt from Sections 14(a) and 14(c) and instead furnish home-country meeting materials on Form 6-K. Registered investment companies generally use Schedule 14A for fund mergers under separate proxy procedures.
The DEFM14C is event-driven, not periodic. It is triggered when an issuer must take a corporate action requiring a shareholder vote or written consent under state law and its charter, where:
For this dataset, the qualifying action is a merger, consolidation, acquisition, sale of substantially all assets, or other extraordinary transaction. Typical fact patterns:
The Schedule 14C process follows a fixed sequence:
The DEFM14C is therefore filed at or near the time of mailing, with the mailing date timed so the 20-day clock expires by the targeted closing date.
The governing regime is Section 14(c) of the Exchange Act and Regulation 14C (Rules 14c-1 through 14c-101). Section 14(c) was added by the Securities Acts Amendments of 1964 to close a gap in Section 14(a): companies with locked-up majority support could effect significant corporate actions without soliciting proxies and therefore without triggering proxy disclosure. Section 14(c) requires substantively equivalent disclosure to public security holders even when no solicitation occurs.
Operative components:
When the merger is also a Rule 13e-3 going-private transaction (e.g., controlling-stockholder squeeze-out), the issuer and its affiliated acquirer must additionally file Schedule 13E-3, typically alongside the DEFM14C, with the Schedule 14C carrying most narrative disclosure.
PREM14C versus DEFM14C. PREM14C is the preliminary version filed for SEC staff review and not delivered to shareholders. DEFM14C is the definitive version actually transmitted to record holders and is the document that starts the 20-day clock under Rule 14c-2(b). This dataset captures DEFM14C only.
Filer is the issuer, not the acquirer. Schedule 14C runs to the issuer whose security holders are entitled to act — generally the target. The acquirer is described in the information statement but is not the Section 14(c) filer.
Consenting stockholder versus public float. The information statement goes to non-consenting record holders. The controlling stockholder has already approved the action; the disclosure regime exists for the benefit of the public float that did not.
Post-definitive amendments. Material changes after dissemination are filed as DEFA14C (additional definitive materials) or as further definitive amendments. These are outside the DEFM14C-only scope of this dataset.
EDGAR coverage window. Mandatory EDGAR filing for proxy and information statement materials phased in during the mid-1990s, with most registrants required to file electronically by mid-1996. Coverage from March 1994 forward reflects the EDGAR window; pre-1994 written-consent merger information statements exist only as paper filings.
DEFM14C sits in a tightly clustered family of M&A disclosure forms that describe the same underlying transaction from different procedural angles. Two axes separate them: (1) is shareholder approval still being solicited, or already locked in by written consent, and (2) is the filing a target-side notice, an acquirer-side registration, a tender-offer response, a going-private schedule, or a real-time event report.
Same form, earlier stage. PREM14C is the preliminary draft submitted for optional SEC staff review; DEFM14C is the final, mailable version sent to shareholders.
Decision rule: pull PREM14C to study disclosure evolution, staff comment cycles, or earliest deal timing. Pull DEFM14C for the legally operative, shareholder-facing document. Not all DEFM14C deals have a PREM14C predecessor (Section 14(c) allows direct definitive filing when no review is requested).
Same Section 14(c) mechanism without the "M" merger flag. DEF 14C covers consent-approved corporate actions like charter amendments, reverse splits, name changes, or authorized share increases.
Decision rule: if the underlying action is an M&A transaction, use DEFM14C; if it is a routine corporate housekeeping action approved by written consent, use DEF 14C. DEF 14C lacks the Schedule 14A-grade merger disclosures (background, fairness opinion, projections, appraisal rights) and is not a substitute for M&A research.
Soliciting analog of DEFM14C. Same merger content, but the issuer must convene a meeting and solicit votes rather than rely on prior written consent.
Decision rule: DEFM14C signals deals where a controlling shareholder, founder, sponsor, or majority block has already consented; retail holders are merely informed. DEFM14A signals deals where the vote is still formally pending. Use DEFM14C to study controlled-company, sponsor-led, or majority-held subsidiary mergers; use DEFM14A for widely held targets. Together they cover essentially the full shareholder-approval channel for U.S. mergers.
The preliminary form of DEFM14A and the soliciting cousin of PREM14C. Content is dense and merger-specific like DEFM14C, but procedurally on the soliciting (14(a)) track and non-final.
Decision rule: relevant only when researchers want all four corners of the matrix (preliminary/definitive x soliciting/non-soliciting). Not a substitute for DEFM14C.
Filed by the acquirer when deal consideration includes registered stock. Its prospectus often doubles as the target's proxy or information statement.
Decision rule: DEFM14C is the target-side Exchange Act filing; S-4 is the acquirer-side Securities Act filing. Stock-for-stock deals usually produce both. All-cash deals typically produce no S-4, which makes DEFM14C a strong signal of cash-consideration mergers. Use S-4 for acquirer financials, pro formas, and risk factors; use DEFM14C for the target's deal narrative and fairness disclosures.
Filed under Rule 13e-3 when an issuer or affiliate takes the company private. It is not standalone; it is filed in parallel with the proxy or information statement and frequently with DEFM14C in controlled-company buyouts.
Decision rule: complement, not substitute. DEFM14C carries the shareholder-facing deal narrative; SC 13E-3 adds affiliate-perspective fairness, alternatives considered, and each filer's position. For squeeze-outs, sponsor take-privates, and insider-led buyouts, pull both.
The target board's response to a third-party tender offer under Section 14(d). Contains board recommendation, reasons, and fairness opinion.
Decision rule: different deal architecture. Tender offers buy shares directly without a shareholder vote; DEFM14C documents a one-step statutory merger approved by written consent. Two-step deals (tender plus back-end merger) can generate both, but most DEFM14C filings are one-step mergers with no tender offer. Use SC 14D9 only when the transaction structure is a tender offer.
Real-time event reports: 1.01 marks signing of a material definitive agreement (often with the merger agreement as Exhibit 2.1); 2.01 marks closing.
Decision rule: 8-Ks bracket the deal timeline (sign and close); DEFM14C sits between them as the shareholder-information stage. Use 8-Ks for timing and raw merger-agreement text; use DEFM14C for fairness opinions, background-of-the-merger, projections, and appraisal-rights notices. Not substitutes.
A wrapper for written communications about a pending business combination, filed under Rule 425 and treated as Rule 14a-12 soliciting material. Covers press releases, investor decks, and employee Q&As.
Decision rule: Form 425 is mostly tied to deals involving registered securities and solicitation, so it is far more common alongside S-4 and DEFM14A than alongside DEFM14C. For all-cash, controlled-company DEFM14C deals, Form 425 traffic is usually minimal or absent. Use Form 425 for marketing and communications cadence; use DEFM14C for the single comprehensive disclosure document.
DEFM14C uniquely isolates the definitive, merger-specific, non-soliciting information statement: deals approved by written consent or majority block, most often controlled companies, going-private transactions, sponsor take-privates, and rollups where no shareholder meeting occurs.
Quick decision rules:
For full deal coverage, DEFM14C is rarely sufficient alone: pair with PREM14C for disclosure evolution, SC 13E-3 for going-private fairness, 8-K 1.01/2.01 for timing, and S-4 or DEFM14A for stock-deal or solicited comparisons. Within its specific niche, no other dataset replaces it.
DEFM14C filings document mergers already approved by majority written consent, leaving the company to inform remaining holders rather than solicit votes. The information statement, merger agreement exhibits, fairness opinion sections, and appraisal-rights notices make these filings concentrated deal packages. Several professional functions use them, each focused on different parts of the record.
Transactional M&A counsel, disclosure counsel, and appraisal-litigation lawyers treat DEFM14C filings as a precedent library for consent-driven mergers. They mine the merger agreement and schedules, the reasons-for-the-transaction section, conflicts and interests-of-directors-and-officers disclosures, appraisal-rights notices and perfection mechanics, and no-shop, fiduciary-out, and termination-fee provisions. Typical outputs: benchmarked drafting language for written-consent and squeeze-out deals, adequacy reviews of appraisal notices against statutory standards, and exhibit sets for litigation and SEC comment-letter responses.
Sell-side and buy-side M&A bankers and fairness opinion committees pull deal value, equity- and enterprise-value bridges, exchange ratios, premium-to-unaffected-price math, the financial advisor's narrative, DCF inputs, selected-companies and selected-transactions ranges, management projections, and engagement-letter terms for primary and second-opinion advisors. They feed precedent screens, calibrate WACC and exit-multiple ranges for pitch books, and study controlling-shareholder fairness structures to support negotiation on premium and mix of consideration.
In-house corp dev and buy-side legal teams study how peers structure majority-consent acquisitions, especially where the target has a concentrated cap table or dual-class stock. They focus on the background-of-the-merger narrative, consideration formulas including earn-outs and CVRs, closing conditions and regulatory scaffolding, treatment of equity awards, retention arrangements, and indemnity and escrow terms. The dataset supports playbook design and internal benchmarking of premiums, break fees, and reverse-termination fees against comparable consent deals.
Merger-arb desks and sell-side analysts covering deal-active sectors use DEFM14C filings for spread and timing models. Even without a vote to handicap, they need closing conditions, regulatory and financing contingencies, drop-dead dates, termination-fee triggers, and dissenter thresholds that could affect closing. The fairness opinion's premium math, signing chronology, and treatment of equity awards round out the inputs to spread models, break-probability scoring, and event calendars feeding portfolio risk systems.
Proxy solicitors and IR groups study how issuers handle communications when no solicitation occurs. They reference the form and timing of the information statement, the cover letter to non-consenting holders, the appraisal-rights notice format, the explanation of why no proxy is being solicited, identification of consenting holders and their voting power, and the closing schedule relative to the mailing date. Outputs include mailing drafts, communication timelines, and tone benchmarks for consent-driven deals.
Governance advisers and executive-comp consultants examine change-in-control economics: golden-parachute compensation tables, accelerated vesting of options, RSUs, and PSUs, retention bonuses tied to closing, D&O tail policies, and new employment agreements with the surviving entity. The interests-of-directors-and-officers section and conflicts disclosures involving controllers or sponsor-affiliated directors anchor benchmarking studies on parachute multiples and advisory memos on special-committee process.
Securities regulators, finance and law academics, and economists studying takeover markets use DEFM14C as a sample of consent-based deals, which skew toward controller buyouts, go-privates, and intra-group reorganizations. They extract deal value, premium, ownership concentration, controller identity, fairness opinion methodology, special-committee composition, and appraisal-rights outcomes. The corpus supports empirical work on premium differentials between controlled and widely held targets, special-committee effects, appraisal exercise rates, and substitution between proxy-solicited and consent-based structures, and informs rule-making on going-private transactions.
Financial data engineers and quant researchers building structured M&A databases ingest DEFM14C to extract normalized fields: announcement and signing dates, parties and CIKs, consideration type and amount, exchange ratios, premiums, fairness opinion provider, financial and legal advisors, termination and reverse-termination fees, regulatory approvals, and closing dates. The full-text merger agreement, fairness opinion, and information statement also serve as training and retrieval corpora for M&A-focused LLM and RAG systems, feeding extraction pipelines, deal-tagging models, and precedent-search products.
DEFM14C filings concentrate deal narrative, fairness analysis, and consent mechanics into a single shareholder-facing document. The use cases below tie specific workflows to specific record content.
Lawyers drafting squeeze-outs, sponsor take-privates, and controlled-company mergers use the corpus as a precedent library limited to deals approved by written consent. Searches target the "Background of the Merger" narrative, special-committee formation language, MFW-style conditioning recitals, and the no-shop, fiduciary-out, and termination-fee clauses summarized in the "Merger Agreement" section. Output: clause libraries and adequacy memos calibrated to controller-driven deal structures rather than widely held proxy votes.
Bankers and fairness committees extract per-share consideration, equity- and enterprise-value bridges, premium-to-unaffected math, DCF and selected-companies / selected-transactions ranges, and management projections from the "Opinion of the Financial Advisor" section and Annex B fairness letter. These feed precedent screens, WACC and exit-multiple calibration for pitch books, and second-opinion review files for controlled-company transactions where premium dispersion differs materially from widely held targets.
Compensation consultants pull the "Interests of Directors and Executive Officers" tables, golden-parachute compensation tables, and accelerated-vesting schedules for options, RSUs, and PSUs. Combined with the security-ownership table and any retention or new-employment exhibits filed under EX-99, these support parachute-multiple studies, single- vs. double-trigger benchmarks, and special-committee-process advisory memos.
Appraisal litigators and event-driven funds parse the "Appraisal / Dissenters' Rights" section and its verbatim DGCL Section 262 (or equivalent state) annex to capture the record date, mailing date, demand window, and effective time. Cross-referencing filedAt in metadata.json with the procedural deadlines in the annex builds a calendar of perfection windows and a population of deals eligible for appraisal-action filing in Delaware Chancery and other state courts.
Merger-arb desks ingest closing conditions, regulatory approvals, financing sources, drop-dead dates, termination-fee and reverse-termination-fee triggers, and the consenting-shareholder identity and voting percentage from the Summary Term Sheet, the Merger Agreement summary, and the Voting and Support sections. Because the shareholder vote is already locked in by written consent, models reweight toward regulatory, financing, and MAC risk and toward the timing gap between mailing and the 20-day effective date under Rule 14c-2.
Quant and data teams use accession folders as a labeled corpus for fine-tuning extraction models and retrieval-augmented systems. Sequence-1 HTML supplies the narrative and Summary Term Sheet for deal-value, consideration-type, exchange-ratio, and CVR labels; EX-2.1 supplies merger-agreement clauses for no-shop, termination-fee, and outside-date training; EX-99 fairness-opinion exhibits supply methodology labels. The entities[] array, with role suffixes for Filer, Subject Company, and acquirer, anchors party-resolution against CIKs and tickers.
Regulators, academics, and corporate-governance researchers use monthly partitions to flag new controller-led take-privates as they appear, then join each accession to the parallel SC 13E-3 filing by CIK and signing date. The DEFM14C supplies the shareholder-facing narrative, premium, and special-committee record; SC 13E-3 supplies affiliate-perspective fairness. Together they support empirical work on premium differentials, special-committee effects, and appraisal exercise rates in Rule 13e-3 transactions.
IR teams and proxy solicitors use the cover Notice of Action by Written Consent, the Letter to Stockholders, and the Q&A block as drafting templates for deals where no proxy is solicited. Comparing mailing-date language, identification of consenting holders, explanation of why no vote is being requested, and the appraisal-rights notice format across recent peers produces tone benchmarks and timeline templates for consent-driven transaction communications.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-defm14c-files.json
This endpoint returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total records, total size, covered form types, container format, and file types), the download URL for the full dataset archive, and a list of individual container files. Each container entry includes its key, size, record count, last updated timestamp, and direct download URL. Poll this endpoint to detect which containers changed in the most recent refresh and selectively download only the updated containers. This endpoint does not require an API key.
Example response:
1
{
2
"datasetId": "1f13365b-9ae0-69c7-9e53-ae37a53d4a8f",
3
"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-defm14c-files.zip",
4
"name": "Form DEFM14C Files Dataset",
5
"description": "Form DEFM14C filings contain definitive information statements related to mergers or acquisitions, filed pursuant to Section 14(c) of the Securities Exchange Act of 1934. ...",
6
"updatedAt": "2026-04-25T03:02:34.894Z",
7
"earliestSampleDate": "1994-03-01",
8
"totalRecords": 584,
9
"totalSize": 88674339,
10
"formTypes": ["DEFM14C"],
11
"containerFormat": "ZIP",
12
"fileTypes": ["TXT", "JSON", "HTML", "PDF"],
13
"containers": [
14
{
15
"downloadUrl": "https://api.sec-api.io/datasets/form-defm14c-files/2026/2026-03.zip",
16
"key": "2026/2026-03.zip",
17
"size": 13818783,
18
"records": 154,
19
"updatedAt": "2026-04-25T03:02:34.894Z"
20
}
21
]
22
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-defm14c-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive covering all DEFM14C filings from the earliest sample date (1994-03-01) to the latest refresh. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-defm14c-files/2026/2026-03.zip?token=YOUR_API_KEY
Downloads one individual container file using the key value from the index response (containers are organized by year and month). Use this to retrieve a specific monthly partition without pulling the full archive. This endpoint requires an API key.
The dataset covers Form DEFM14C — the definitive information statement filed under Section 14(c) of the Securities Exchange Act of 1934 and Rule 14c-2, with the "M" suffix marking the merger or acquisition variant. Preliminary versions (PREM14C), non-merger Section 14(c) statements (DEF 14C), additional definitive materials (DEFA14C), and amendments (DEFM14C/A) are not included.
One record is a single complete EDGAR submission of Form DEFM14C, identified by its accession number and packaged as one folder on disk. Each folder contains the definitive information statement, any separately submitted exhibits or annexes, and a metadata.json descriptor that captures filing-header facts such as formType, accessionNo, filedAt, entities[], and documentFormatFiles[].
The filer is the issuer — typically the target company in a merger — whose security holders are entitled to act on the transaction and where the necessary approval has already been obtained by written consent of a controlling shareholder or block. The filer population is dominated by controlled-company issuers, majority-owned public subsidiaries being squeezed out by a parent, and smaller reporting companies, reverse-merger entities, former shell companies, and post-business-combination SPACs whose sponsor or insider group retains controlling voting power.
DEFM14C is event-driven, not periodic. It is triggered when an issuer must take an extraordinary corporate action (merger, consolidation, sale of substantially all assets) and the required approval has been or will be obtained by written consent rather than by proxy solicitation. Under Rule 14c-2(b), the corporate action may not become effective until at least 20 calendar days after the definitive information statement has first been sent or given to security holders, so DEFM14C is filed at or near the mailing date with the closing date timed to the expiration of that 20-day clock.
DEFM14A is the soliciting analog: a definitive merger proxy statement filed under Section 14(a) when the issuer is convening a meeting and soliciting votes. DEFM14C is filed under Section 14(c) when shareholder approval has already been delivered by written consent of a controlling holder or block, so no proxies are solicited. The substantive disclosure is largely parallel; the difference is procedural — whether public security holders have a vote to cast or are merely receiving notice of an outcome already determined.
The dataset spans March 1994 to the present, reflecting the EDGAR window for mandatory electronic filing of proxy and information-statement materials that phased in during the mid-1990s. Records are distributed as monthly ZIP containers under a YYYY/YYYY-MM.zip partition scheme, with file types covering TXT, JSON, HTML, and PDF — HTML predominates in the modern era, plain TXT (SGML-wrapped) for the 1990s, and PDF appears occasionally for scanned exhibits or filer-supplied PDF copies of agreements.
No. DEFM14C is not subject to XBRL tagging requirements, so dataFiles[] is empty. Image files (GRAPHIC document types such as .jpg and .gif) are excluded from the record folder by design, even when they appear as entries in the EDGAR submission's document list. Documents merely incorporated by reference — 10-K, 10-Q, 8-K, and other Exchange Act filings cited in "Where You Can Find More Information" — are not part of the record; only the DEFM14C submission itself and its own exhibits are present.