The Form DEFR14C Files Dataset is a structured collection of every electronic Form DEFR14C — definitive revised information statement filed under Section 14(c) of the Securities Exchange Act of 1934 — submitted to EDGAR from May 1996 to present. One record represents a single EDGAR submission, identified by its 18-digit accession number, packaged as a folder containing a metadata.json filing header plus every non-image document from the original submission. The filers are Exchange Act registrants — typically smaller reporting companies, shell companies, and controlled issuers acting by majority written consent — who have determined that a previously filed DEF 14C must be corrected, supplemented, or restated before the underlying corporate action becomes effective. Records are distributed in monthly ZIP containers with file types TXT, JSON, HTML, and PDF.
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The dataset isolates the revised-definitive corner of the Schedule 14C filing population. Every record is a Form DEFR14C submission — a follow-on to a previously filed DEF 14C that the issuer has determined needs correction, supplementation, or restatement. The corporate actions disclosed are those whose authorization rests on a consenting majority block and that are presented to remaining shareholders for information only: charter amendments, reverse and forward stock splits, name changes, reincorporations, recapitalizations, increases in authorized capital, conversions or reclassifications of share classes, going-private transactions effected by written consent (frequently triggering parallel Rule 13e-3 disclosure), sales of substantially all assets, mergers approved by majority consent, and similar transactions.
Coverage runs from May 1996 — the earliest electronic DEFR14C accession on EDGAR — to present. Pre-1996 paper revisions are not in the electronic dataset. The dataset is distributed as monthly ZIP containers; each container holds accession-number subfolders for the filings made in that month, and each subfolder holds the metadata.json header object plus every non-image document from the original EDGAR submission. File types found across the dataset are TXT, JSON, HTML, and PDF.
One record in the Form DEFR14C Files Dataset is a single EDGAR submission of Form DEFR14C, identified by its 18-digit accession number. Physically the record is an accession-numbered folder containing a metadata.json header object plus every non-image document from the original EDGAR submission. The unit of observation is the filing as a whole, not the issuer, the individual exhibit, or the underlying corporate action.
Schedule 14C is the disclosure vehicle used when a corporate action is authorized by the written consent of a majority of voting shareholders rather than by a solicited proxy vote. Within the 14C series, the prefix encodes the lifecycle stage: PRE 14C (preliminary), DEF 14C (definitive, mailed to non-consenting shareholders at least 20 calendar days before the action takes effect), and the "R" variants (PRER 14C / DEFR14C), which are revisions of a previously filed statement. A DEFR14C therefore sits on top of an earlier DEF 14C and supersedes specified portions of it — typical reasons include corrections to material disclosures, updated record dates, restated transaction descriptions, revised fairness or valuation language, replacement exhibits, or addition of an item that was omitted from the original definitive filing.
Each record carries two structural layers:
metadata.json, a JSON object derived from the EDGAR submission header that captures form type, accession number, filing timestamp, document inventory, EDGAR back-links, and the entities associated with the filing.<DOCUMENT> envelope. Larger filings carry additional exhibits (further .htm, .txt, or .pdf files), each preserved as its own document with its original SGML wrapper.The file-types found in the dataset are TXT, JSON, HTML, and PDF. In modern filings the body is almost always HTML; ASCII-text bodies appear in records from the 1990s and early 2000s. PDF attachments occur sporadically as exhibits — commonly for charter amendments, signed consent documents, and fairness opinions — and are not used for the primary information statement.
metadata.jsonThe metadata file is the canonical filing header. Its fields fall into four logical groups.
formType (always "DEFR14C" in this dataset), accessionNo in canonical dashed form, filedAt as an ISO-8601 timestamp with timezone offset, a human-readable description, and an internal id hash.linkToFilingDetails (primary document on sec.gov), linkToTxt (the complete-submission text bundle, the concatenated SGML of every document in the filing), and linkToHtml (the EDGAR filing-index HTML page).documentFormatFiles[], one entry per document in the submission, each exposing a sequence ordinal, size in bytes, the original documentUrl on EDGAR, a description, and a type code. The first entry is the primary DEFR14C document; any subsequent entries are exhibits; the final entry is the "Complete submission text file" with a blank sequence and a single-space type. dataFiles[] and seriesAndClassesContractsInformation[] are also present and are empty for non-fund DEFR14C filings.entities[], one entry per filer or subject company. Per-entity fields include cik, companyName with a parenthetical role suffix (e.g. "(Filer)", "(Subject)"), the relationship type, the governing act (typically "34" for the Exchange Act), the SEC fileNo, the EDGAR filmNo, the irsNo employer identification number, the sic industry code with description, the two-letter stateOfIncorporation, fiscalYearEnd formatted MMDD, and a tickers[] array.The primary document is delivered as HTML inside an SGML envelope of the form:
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<DOCUMENT>
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<TYPE>DEFR14C
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<SEQUENCE>1
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<FILENAME>formdefr14c.htm
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<DESCRIPTION>DEFR14C
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<TEXT>
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<HTML> ... revised information statement ... </HTML>
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</TEXT>
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</DOCUMENT>
The HTML body follows the Schedule 14C cover-page architecture mandated by Rules 14c-5 and 14c-101 and, in revisions, identifies itself as an amendment to a prior definitive filing. The components, in the order they typically appear, are:
Because DEFR14C is a revised statement, the body characteristically references the prior DEF 14C and identifies what has changed: revised valuations, updated record dates, corrected share counts, restated transaction descriptions, or replacement exhibits. Some revisions restate the entire information statement from the cover page through the signature; others contain only the modified passages and rely on the prior DEF 14C for context.
When exhibits accompany the primary document, they appear as sibling files inside the accession folder, each wrapped in its own <DOCUMENT>...</DOCUMENT> block in the EDGAR SGML bundle and mirrored by an entry in documentFormatFiles[]. Typical exhibit content for DEFR14C includes proposed charter amendments, board resolutions, written consents executed by the majority shareholders, audited or pro-forma financial statements when the corporate action requires them, fairness opinions for going-private or asset-sale transactions, and, for transactions involving Rule 13e-3, the additional Schedule 13E-3 disclosures.
Each record contains the full text of the revised information statement and every non-image document that accompanied it on EDGAR. The metadata.json file captures the EDGAR submission header in structured form, including all entity identifiers, the document inventory with byte sizes and EDGAR URLs, and the timestamp and back-links sufficient to reconstruct the original filing context. Documents retain their original SGML wrappers, so the document-type code, sequence number, filename, and description declared by the filer at submission time remain intact alongside the HTML, PDF, or ASCII body.
Image files from the original EDGAR submission (logos, scanned signature pages, embedded graphics) are excluded; references to such images inside the HTML may resolve to missing local resources, although the underlying images remain retrievable from EDGAR via the URLs preserved in documentFormatFiles[]. The earlier DEF 14C that a DEFR14C revises is not bundled into the record — it is a separate EDGAR submission with its own accession number — but it can be located by issuer CIK and SEC fileNo and by proximity in filedAt. Schedules 14C are not subject to the structured-data tagging regime that applies to the periodic-report family, so the dataset does not include XBRL or inline-XBRL artifacts.
fileNo and by adjacency in filing time — is generally required to reconstruct the complete information set delivered to shareholders.filedAt alone.entities[] block can carry more than one entity when a parent and a subsidiary, or two co-filers, are both party to the action. Role disambiguation relies on the parenthetical role suffix appended to companyName ("(Filer)", "(Subject)", etc.) rather than on a separate role field. Where the subject of the action differs from the filer — for example, in a parent-level reorganization affecting a subsidiary registrant — both CIKs appear here.<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT>) are stable across the entire coverage window, so the same envelope-parsing logic works on old and new records.metadata.json for filing identification and on the SGML <TYPE> and <DESCRIPTION> markers for document classification rather than on filename heuristics alone.The filer is always the issuer itself, an Exchange Act registrant whose securities are registered under Section 12(b) or Section 12(g). Shareholders, advisers, and counsel do not file DEFR14C; consenting holders are subjects of the disclosure, not filers.
The DEFR14C population is concentrated in a few concrete categories:
Out of scope: issuers soliciting proxies (they use Schedule 14A and revise on DEFR14A), and foreign private issuers exempt from Section 14 under Rule 3a12-3.
DEFR14C is purely event-driven. There is no periodic schedule. The record exists only as a follow-on to a previously filed DEF 14C that the issuer has determined needs to be corrected, supplemented, or restated before the underlying corporate action becomes effective.
Typical triggers:
Statutory anchor: Section 14(c) of the Exchange Act and Regulation 14C, in particular Rule 14c-2 (20-day dissemination requirement before the action may be taken), Rule 14c-5 (filing of preliminary and definitive copies), and Rule 14c-6 (obligation to revise materially false or misleading information).
Two reference points govern timing:
If the issuer identifies a defect during that window, it files a DEFR14C with the revised disclosure. Material revisions normally require re-mailing the information statement and starting a fresh 20-day clock from the new dissemination date. Non-material clarifications may be filed without restarting the clock. There is no fixed statutory deadline for the DEFR14C itself; timing is driven by the issuer's identification of the need to revise and the requirement that holders have current disclosure before the action becomes effective.
DEFR14C sits inside a tight cluster of Schedule 14C and Schedule 14A filings governed by Sections 14(c) and 14(a) of the Exchange Act. Several adjacent forms share filers, subject matter, and document structure, but each occupies a distinct position in the filing lifecycle or a different regulatory regime. The comparisons below isolate the forms most likely to be confused with DEFR14C or used alongside it.
DEF 14C is the immediate predecessor in the chain. Every DEFR14C presupposes a prior DEF 14C, since DEFR14C exists to revise an already-disseminated definitive information statement. Both rely on the same Schedule 14C content — notice of action, transaction description, voting securities, record date, exhibits — and the same filer population (issuers acting by written consent rather than solicited vote).
The split is operational. DEF 14C is the original definitive version; DEFR14C is the corrected one. DEF 14C populations are vastly larger; DEFR14C is rare. DEF 14C alone is incomplete when revisions exist — DEFR14C supplies the controlling text. DEFR14C alone is hard to interpret because revisions are typically partial and presuppose the underlying DEF 14C.
PRE 14C is the preliminary draft filed before definitive distribution, often subject to staff review. It shares Schedule 14C content with DEFR14C but precedes the definitive stage entirely. DEFR14C, by contrast, can only exist after a definitive statement is operative against shareholders. PRE 14C captures pre-distribution drafting; DEFR14C captures post-distribution correction.
PRER 14C is the preliminary-stage analogue of DEFR14C. Both are revisions, but they occur on opposite sides of the preliminary/definitive boundary. PRER 14C revisions happen during staff comment or pre-distribution refinement, before holders have seen anything binding. DEFR14C revisions happen after the document is already operative. They are not substitutes — they document different points in the disclosure's life.
DEFA14C carries supplemental materials — press releases, shareholder letters, follow-on communications — distributed alongside a definitive information statement. The substantive distinction is decisive: DEFA14C adds collateral content without altering the underlying statement, while DEFR14C revises the body of the definitive statement itself. Corrections to record date, vote count, transaction terms, or risk disclosure appear in DEFR14C; explanatory or supplementary communications appear in DEFA14C. Reconstructing what a holder actually received at the time of action requires both.
The Section 14(a) proxy statement family runs structurally parallel to Schedule 14C but governs a different corporate-governance mechanism: proxy solicitation for a shareholder vote, rather than notice of action taken or to be taken by written consent. DEFR14A is the direct proxy-side analogue of DEFR14C — a revised definitive proxy statement — and the two are nearly identical in document mechanics.
They should not be pooled. DEFR14C populations skew toward controlled companies, parent-subsidiary transactions, and majority-holder written consents, where solicitation is unnecessary. DEFR14A populations span the broader universe of contested and uncontested proxy votes. The shareholder-protection mechanics, solicitation rules, and economic context differ.
8-K and DEFR14C often disclose the same underlying corporate action — reverse splits, name changes, charter amendments, mergers, asset sales, going-private steps. They serve different purposes and are complements, not substitutes. 8-K is event-driven, item-coded (e.g., 1.01, 3.03, 5.03, 5.07, 8.01), short, and timed to the event. DEFR14C is a regime-specific information statement, typically longer and narrative, structured around Schedule 14C requirements and revising prior definitive notice. The 8-K signals the event; the DEFR14C delivers the corrected shareholder-facing description.
Schedule 13E-3 frequently coexists with DEF 14C / DEFR14C when a going-private transaction is authorized by written consent of a controlling shareholder. The statutory concerns differ: 13E-3 implements Rule 13e-3 disclosure on fairness, valuation, and affiliate involvement; DEFR14C implements Section 14(c) notice to non-consenting holders. In a controlled-company freeze-out, a single transaction can generate a 13E-3, a DEF 14C with a follow-on DEFR14C, and one or more 8-Ks — each addressing a different disclosure obligation.
DEFR14C is defined by three intersecting attributes: (1) Section 14(c) regime — corporate action by written consent, not solicited vote; (2) definitive stage — the operative document delivered to shareholders, not a preliminary draft; and (3) revision character — it presupposes and amends a prior DEF 14C.
Drop any one attribute and the form changes:
For comprehensive coverage of a Schedule 14C corporate action, DEFR14C should be paired with the underlying DEF 14C, any DEFA14C supplements, and related 8-Ks. For studies of filing corrections, post-distribution amendment frequency, or disclosure quality at the definitive stage of consent-based actions, DEFR14C is the precise dataset and is not interchangeable with any neighbor.
Because DEFR14C captures written-consent corporate actions whose definitive disclosure was reissued after distribution, the dataset draws a narrow, specialized audience.
Counsel drafting 14C statements use prior DEFR14C filings as a precedent library for revision language: how to describe what changed, how to handle the 20-day waiting period, and how to disclose dissenters' rights. They focus on the body of the revised statement and on exhibits covering charter amendments, reverse splits, name changes, and authorized-share increases.
Lawyers for acquirers, controlling shareholders, and financing parties read the revised statement and exhibits (merger agreements, contribution agreements, certificates of designation) to confirm the issuer's public disclosure remains consistent with executed transaction documents and closing conditions tied to information-statement accuracy.
Lawyers and bankers running going-private deals study how issuers structure 14C disclosure when a controlling shareholder's written consent replaces a vote. They focus on transaction descriptions, fairness opinions, conflicts disclosure, treatment of unaffiliated holders, and interaction with concurrent Schedule 13E-3 filings. The diff between original and revised statements signals which sections tend to draw scrutiny.
Counsel to consenting majority holders verify how the issuer describes the consent, the percentage held, the record date, the matters approved, and any updated representations on the consent's validity.
Corporate secretaries and compliance leads at issuers using written-consent mechanics use the dataset to benchmark what triggers a re-filing, how cover-page changes are handled, and how mailing and 20-day procedures are described. It feeds internal playbooks for post-mailing errors and material developments.
Deal teams tracking written-consent transactions build timelines and confirm consideration, option/warrant treatment, and closing mechanics. They pull exhibits for the underlying agreements. The gap between DEF 14C and DEFR14C dates directly affects modeled close timing.
Researchers covering microcap, shell, and reverse-merger activity rely on 14C disclosure for name changes, ticker changes, authorized-share increases, reverse stock splits, and changes of control. They focus on issuer identifiers, action descriptions, and charter or reverse-merger exhibits. A DEFR14C is itself a signal that the original disclosure required correction.
Transfer agents and IR teams align corporate-action processing (record dates, ex-dates, CUSIP changes, exchange ratios, par-value changes) with the most current definitive statement. They read the cover page, action description, record date, and effective-date language to avoid processing under superseded terms.
Stockholder-litigation counsel and forensic accountants use the revised statement to trace dilution events, freeze-outs, and squeeze-outs authorized by consent. They compare the original and revised filings to identify what was amended, corrected, or added, informing theories on disclosure adequacy, materiality, and timing of board awareness.
Governance and corporate-law researchers treat DEFR14C as a structured population of revised written-consent events. They combine metadata (CIK, filing date) with body text to study action types, controlling-bloc size, and revision frequency across the May 1996 to present coverage window.
Engineers at reference-data and corporate-actions vendors ingest DEFR14C filings to supersede prior DEF 14C records in canonical event feeds. They parse metadata and body text for action type, effective date, and exchange ratios so downstream systems (index reconstitution, options adjustments, custody) operate on current terms.
Teams building retrieval and QA systems over SEC filings use the dataset to train and evaluate models on the underrepresented 14C corner of disclosure. The explicit amended/revised relationship between DEFR14C and its predecessor is useful for teaching models to reason about supersession, diffs, and the chronological state of a corporate action.
Pair each DEFR14C accession with its predecessor DEF 14C (matched by issuer CIK and SEC fileNo) and run a section-level diff over the cover page, record-date block, transaction description, and exhibits. The output identifies what was corrected — restated valuations, updated record dates, replacement charter exhibits, revised fairness language — and supports disclosure-quality studies, plaintiff-side materiality theories, and counsel precedent libraries on what triggers a post-distribution amendment.
Corporate-actions data teams ingest metadata.json plus the body text of each DEFR14C to overwrite prior DEF 14C entries in canonical event feeds. Parsers extract action type (reverse split, name change, authorized-share increase), effective date, and exchange ratios from the revised statement so downstream systems handling CUSIP changes, ticker changes, and option-contract adjustments operate on the controlling terms rather than the original.
Filter the dataset to records whose exhibits or body reference Schedule 13E-3, fairness opinions, or affiliate valuation reports. The resulting subset isolates freeze-out and squeeze-out transactions executed by controlling-shareholder consent and revised post-distribution. Bankers, 13e-3 specialists, and litigators use it to study how revised statements treat unaffiliated holders, conflicts disclosure, and updated valuations between the original and revised filings.
Microcap analysts query the entities[] block (SIC, state of incorporation, ticker) and the action description for name changes, authorized-share increases, reverse splits, and changes of control. The presence of a DEFR14C — not just the underlying corporate action — is itself a screening signal that the original disclosure required correction, often around shell-company recapitalizations or reverse-merger plumbing.
For any Schedule 14C corporate action, assemble the underlying DEF 14A and the underlying DEF 14C, every DEFR14C amendment ordered by the cover-page "Amendment No. N" label, any DEFA14C supplemental materials, and adjacent 8-Ks. The DEFR14C dataset supplies the controlling text; combining it with neighbors reconstructs exactly what non-consenting holders received and when, which is the input transfer agents, IR teams, and litigators need to align processing or build a timeline.
The explicit amended/revised relationship between a DEFR14C and its predecessor DEF 14C provides labeled supervision for retrieval and QA systems that must reason about which version of a disclosure controls. Developers use the paired filings to evaluate whether models correctly identify the latest operative text, surface the diff, and resolve questions about the current state of a written-consent corporate action.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-defr14c-files.json
This endpoint returns dataset-level metadata and a complete list of container files. The metadata includes the dataset name, description, last update timestamp, earliest sample date (1996-05-01), total record count, total dataset size, covered form types (DEFR14C), container format (ZIP), and file types included in each container (TXT, JSON, HTML, PDF). For each container, the response provides its key, size, record count, last update timestamp, and a direct download URL. This endpoint does not require an API key.
The index JSON is intended for monitoring which containers were updated in the most recent refresh run, allowing you to download only the containers that changed since your last sync rather than refetching the entire archive.
Example response:
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{
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"datasetId": "1f13365b-9ae0-69cc-896f-1df930376d4e",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-defr14c-files.zip",
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"name": "Form DEFR14C Files Dataset",
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"updatedAt": "2026-05-06T02:49:36.000Z",
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"earliestSampleDate": "1996-05-01",
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"totalRecords": 525,
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"totalSize": 16217319,
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"formTypes": ["DEFR14C"],
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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-defr14c-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": "2026-05-06T02:49:36.000Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-defr14c-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive containing all DEFR14C filings from May 1996 to present. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-defr14c-files/2026/2026-05.zip?token=YOUR_API_KEY
Downloads one monthly container ZIP with all filings for that month. Use the key values from the index JSON's containers array to construct the path for any specific month. This endpoint requires an API key.
The dataset covers Form DEFR14C — the definitive revised information statement filed under Section 14(c) of the Securities Exchange Act of 1934. It is the corrected, supplemented, or restated version of a previously filed DEF 14C, used for corporate actions authorized by majority written consent rather than by solicited proxy vote.
One record is a single EDGAR submission of Form DEFR14C, identified by its 18-digit accession number. Physically the record is an accession-numbered folder containing a metadata.json filing header plus every non-image document (HTML, PDF, or ASCII text) from the original EDGAR submission, preserved with its SGML wrappers.
The filer is always the issuer itself — an Exchange Act registrant whose securities are registered under Section 12(b) or Section 12(g). The DEFR14C population is concentrated among smaller reporting companies, shell companies, and issuers controlled by a parent, sponsor, founder, or majority bloc. Consenting shareholders, advisers, and counsel are not filers; foreign private issuers exempt under Rule 3a12-3 are out of scope.
DEFR14C is purely event-driven, not periodic. It is filed when an issuer determines that a previously filed DEF 14C must be corrected, supplemented, or restated — typical triggers include factual corrections, updates to financials or record-date data, material changes to transaction terms (such as a revised reverse-split ratio or revised going-private consideration), and SEC staff comments received after the definitive filing.
Coverage runs from May 1996 — the earliest electronic DEFR14C accession on EDGAR — to present. Pre-1996 paper revisions are not included. Records are organized into monthly ZIP containers; the index JSON reports the updatedAt timestamp on each container so consumers can sync only the months that changed since their last fetch.
The dataset is distributed as ZIP containers, one per month, holding accession-number subfolders. Inside each subfolder, file types are TXT, JSON, HTML, and PDF: metadata.json for the filing header, HTML for modern primary information statements, ASCII TXT for older submissions, and PDF for occasional exhibits such as charter amendments, signed consents, and fairness opinions.
DEF 14C is the original definitive information statement; DEFR14C is the revised version that supersedes specified portions of it. DEF 14C populations are vastly larger, while DEFR14C is rare and presupposes a prior DEF 14C. To reconstruct the full shareholder-facing record for a Schedule 14C action, both should be read together, ordered by the cover-page "Amendment No. N" label.