Form PRE 14C Files Dataset

The form-pre-14c-files dataset is a complete corpus of preliminary information statements filed on EDGAR under Section 14(c) of the Securities Exchange Act of 1934 and Schedule 14C. Each record is one EDGAR submission of Form PRE 14C — the pre-mailing version of a Schedule 14C information statement that a registrant files when a corporate action has already been authorized by the written consent of holders of the requisite voting power, so no proxy is being solicited. The filer is always the issuer itself, acting through counsel or in-house securities personnel; consenting holders named inside the statement are not the filers. Records are organized into monthly ZIP containers and reach back to February 1994, the start of broad EDGAR availability, and extend to the current filing month. Each record bundles the primary information-statement HTML body together with a structured JSON metadata sidecar describing the filing as EDGAR catalogued it.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset is a per-accession archive of every PRE 14C submission on EDGAR. A PRE 14C is the preliminary version of a Schedule 14C information statement, filed when a corporate action affecting voting securities has already been authorized — typically by written consent of holders of a majority of the outstanding voting shares — and therefore no proxy is being solicited. Section 14(c) nevertheless requires the registrant to inform all shareholders of the action in substantially the same detail that would have accompanied a proxy statement. The preliminary version must be filed with the SEC at least ten calendar days before the definitive information statement (DEF 14C) is mailed to security holders, giving SEC staff a window to comment.

Every PRE 14C carries the statutorily mandated tagline, almost always rendered in bold upper case on the cover:

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The substantive matters disclosed vary widely. The most common are charter amendments (name changes, increases in authorized shares, declassification of the board), reverse or forward stock splits, recapitalizations, name and ticker changes, election or removal of directors, approvals of equity compensation plans, and change-in-control or going-private transactions. For registered investment companies the typical matters are 1940-Act elections such as sub-classification changes (diversified vs. non-diversified), modifications to fundamental investment policies, or approvals of new advisory agreements.

The dataset is delivered as a hierarchy of monthly ZIP containers addressed as <YYYY>/<YYYY-MM>.zip. Each container holds every PRE 14C filed in that calendar month; unzipping it yields a flat list of accession-numbered subfolders. The earliest monthly archives begin in February 1994 and the most recent extend to the current filing month.

Content Structure of a Single Record

A single record is one complete EDGAR submission of Form PRE 14C. Each accession is materialized on disk as a dedicated folder, named after the 18-digit SEC accession number with dashes stripped (for example, accession 0001493152-25-029215 becomes folder 000149315225029215). The folder is the atomic unit of the dataset: it bundles the registrant's primary information-statement document together with a structured JSON metadata sidecar.

Physical content of one record

Each accession folder contains exactly two artifacts:

1. metadata.json — a flat JSON object describing the EDGAR submission (registrant identification, filing timestamps, form metadata, and an inventory of every document EDGAR catalogued for the accession).
2. A single primary .htm document — the HTML body of the preliminary information statement, wrapped in EDGAR's SGML <DOCUMENT> envelope.

The dataset deliberately omits the auxiliary attachments that EDGAR retains alongside the body. Image attachments (typically catalogued as GRAPHIC documents with JPEG or GIF content), the auto-generated "complete submission" .txt bundle that concatenates every document in raw SGML, and any rare PDF, XML, or other structured artifact are stripped from the per-accession folder. The omitted documents are still enumerated in the documentFormatFiles[] array inside metadata.json, so a downstream consumer can always see what was filed even when only the primary HTML ships in the dataset.

The body filename is not controlled by the dataset; it is chosen by the filer or filing agent and recurs in characteristic patterns. Common shapes include the generic formpre14c.htm (used heavily by filing agent Issuer Direct, CIK 0001493152), sponsor- or ticker-prefixed names such as tmgi_pre14c.htm or sntwpre14c12192025.htm, Workiva-generated names such as ea0270180-01_pre14c.htm and the occasional _mobile.htm variant, and long descriptive forms such as a2026pfloatpreliminaryinfo.htm or aotgrowthandinnovationetfa.htm. Because filing agents reuse identical filenames across many accessions, the disambiguator is always the parent accession folder, never the inner filename.

Anatomy of metadata.json

The metadata file is a flat JSON object. Its top-level keys are:

documentFormatFiles[]

Each element is a small object describing one EDGAR document slot:

          1
          {
        

          2
            "sequence": "1",
        

          3
            "size": "148564",
        

          4
            "documentUrl": "https://www.sec.gov/Archives/edgar/data/1527613/000149315225029215/formpre14c.htm",
        

          5
            "description": "PRE 14C",
        

          6
            "type": "PRE 14C"
        

          7
          }
        

type is the EDGAR document-type tag — "PRE 14C" for the primary information statement, "GRAPHIC" for embedded JPEG or GIF attachments, and a single-space string for the auto-generated complete-submission .txt bundle. sequence is a numeric string ("1", "2", …) for substantive documents and a single space for the complete-submission bundle. size is reported as a byte count rendered as a string. description is optional; in practice it is populated on the primary HTML and the complete-submission text bundle, and left blank on graphic attachments.

entities[]

One object per filing entity — almost always just the registrant — carrying:

• companyName — issuer name with EDGAR's role suffix appended in parentheses (typically (Filer)).
• cik — the registrant's Central Index Key as a string with leading zeros stripped.
• irsNo — IRS Employer Identification Number ("000000000" is common for investment-company filers that do not separately register an EIN).
• fiscalYearEnd — MMDD string.
• stateOfIncorporation — two-letter state or jurisdiction code (NV, DE, FL, MD are frequently observed).
• act — the Exchange Act under which the filer is registered, almost always "34".
• fileNo — EDGAR file number; its prefix encodes the registration channel and differs between operating companies (001-, 000-, 333-) and 1940-Act funds (811-, 814-).
• filmNo — SEC film number assigned at acceptance.
• sic — SIC code with industry label, present only for operating-company filers.
• tickers — array of trading symbols, present only for operating-company filers; may include historical or related tickers in addition to the current one.
• type — the entity's role designation for this accession, typically "PRE 14C".

The shape of entities[] therefore varies systematically between operating companies and registered investment companies. Investment-company filers drop sic and tickers, carry fileNo prefixes of 811- or 814-, and shift their share-class identification into the seriesAndClassesContractsInformation array.

seriesAndClassesContractsInformation[]

This array is empty for operating companies. For registered investment companies it carries one object per Series, each holding a series identifier (EDGAR S00… ID), the Series name, and a classesContracts array enumerating each Class with its classContract identifier (C00…), display name, and ticker. This is the structured handle a downstream consumer needs to reconcile a PRE 14C filed by a multi-series trust against the specific fund or share class the corporate action affects.

Anatomy of the body document

The primary .htm file is not pure HTML — it is wrapped in EDGAR's SGML document envelope:

          1
          <DOCUMENT>
        

          2
          <TYPE>PRE 14C
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>tmgi_pre14c.htm
        

          5
          <DESCRIPTION>PRELIMINARY INFORMATION STATEMENT
        

          6
          <TEXT>
        

          7
          <html>... full HTML body of the information statement ...</html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The SGML preamble carries the same metadata that appears in documentFormatFiles[] — document type, sequence number, internal filename, and a free-text description — and the <TEXT>…</TEXT> block contains the rendered HTML payload. Parsers that expect strict HTML5 from byte zero need to skip or tolerate the SGML preamble.

Inside the HTML payload, the disclosure follows the structure prescribed by Schedule 14C (Rule 14c-101). The recipe is broadly stable across the dataset and runs in the following order:

1. Cover page. A centered statutory header — UNITED STATES / SECURITIES AND EXCHANGE COMMISSION / WASHINGTON, DC 20549 / SCHEDULE 14C — followed by the citation Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934. A check-the-box block distinguishes Preliminary information statement (marked [X] on every record in this dataset), Confidential, for Use of the Commission Only, and Definitive information statement. The registrant's exact legal name appears in bold beneath the parenthetical (Name of Registrant as Specified in Its Charter). A filing-fee block records one of No fee required, Fee computed on table below…, or Fee paid previously…, historically followed by the five-row "(1)–(5)" particulars (title of each class, aggregate number of securities, per-unit price, proposed maximum aggregate value, total fee).

2. Notice block. The issuer's name and principal executive office address, the banner PRELIMINARY INFORMATION STATEMENT, the date of the statement, and the mandatory no-proxy notice (WE ARE NOT ASKING YOU FOR A PROXY…).

3. Body sections. Bold uppercase H-style headings introduce a recurring sequence of disclosure blocks:

   • INTRODUCTION — purpose of the statement, the approximate mailing date, and identification of the action taken by written consent.
   • RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION — the record date, the number of votes outstanding, the threshold required for shareholder approval, and the number of votes already obtained by written consent.
   • NO MEETING OF STOCKHOLDERS REQUIRED — the Section 14(c) rationale for proceeding without a meeting.
   • One or more action-specific sections describing the matter approved. The heading varies with the substance — for example, RESTATEMENT OF ARTICLES OF INCORPORATION for a corporate name change, REVERSE STOCK SPLIT for a recapitalization, APPROVAL OF AMENDED AND RESTATED EQUITY INCENTIVE PLAN for a comp-plan refresh, or CHANGE IN SUB-CLASSIFICATION TO NON-DIVERSIFIED for a 1940-Act diversification election. Where the action is compensation-related these sections expand to include golden-parachute and Item 402 / Item 5.02 disclosures; where the action is a fund matter they expand to include 1940-Act board-approval and fundamental-policy language.
   • SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT — a beneficial ownership table conforming to Item 403 of Regulation S-K, replaced for funds by an analogous management/5%-owner table.
   • NO DISSENTER'S RIGHTS — or, where state law confers them, a positive appraisal rights disclosure.
   • PROPOSALS BY SECURITY HOLDERS.
   • ADDITIONAL INFORMATION — where shareholders can obtain the issuer's annual report on Form 10-K, the fund's prospectus and SAI, or other documents incorporated by reference.
   • DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS — the householding notice required by Rule 14c-7.
   • CONCLUSION followed by a signature block executed by an officer (CEO, Secretary, or similar).

4. Tables and embedded exhibits. Beneficial-ownership tables list the name and address of each holder, shares beneficially owned, and percentage of class. Investment-company filings substitute tables of greater-than-5% record-owner intermediaries (Vanguard Marketing Corporation, Charles Schwab & Co., National Financial Services, Pershing, and similar omnibus accounts). Some filings append the proposed form of an amended charter, certificate of designation, or plan document as an inline appendix following the signature block, rather than as a separate exhibit document.

What is included and what is excluded

The dataset record includes the structured metadata.json and the primary information-statement HTML body. The body retains the EDGAR SGML envelope, so document type, sequence, filename, and description are recoverable from the body alone, even without consulting the metadata.

The dataset record excludes every non-primary attachment that EDGAR retains: image files (JPEG and GIF graphics referenced by the HTML); the auto-generated 0000000000-YY-NNNNNN.txt complete-submission bundle (still linked from linkToTxt); and any rare PDF, XML, or other structured artifact. When an exhibit is materially part of the disclosure, filers typically embed it inline in the HTML (for example, the form of restated articles) rather than ship it as a separate document, so the dataset's exclusion of attachments rarely drops substantive disclosure text. Image-heavy filings, however, do lose their inline graphics in the dataset copy — <img> references in the HTML will point at filenames that are not present in the folder. The metadata's documentFormatFiles[] always preserves the full inventory and direct EDGAR URLs to the omitted artifacts, so any consumer who needs the images or the SGML bundle can retrieve them on demand.

Structural evolution over time

The required content of a PRE 14C has been remarkably stable since the dataset's 1994 start. Section 14(c) and Schedule 14C have set the disclosure floor throughout, and the major SEC rule changes affecting Schedule 14C content during the dataset window have been incremental rather than structural: revisions to Item 1 cross-references into the items of Schedule 14A; expansions of the beneficial-ownership disclosure required by Item 403 of Regulation S-K; introduction of the householding notice required by Rule 14a-3(e) / 14c-7 in the early 2000s; tightening of compensation and golden-parachute disclosures when the action being approved is compensation-related; and, for 1940-Act registrants, alignment of certain Schedule 14C items with the modernized fund-disclosure regime. The cover-page check-box block and the filing-fee table have been adjusted multiple times by amendments to Rule 0-11, most visibly with the SEC's 2022 elimination of the per-share-price/maximum-aggregate-value computation rows in favor of simpler fee certifications; older records therefore expose the longer five-row "(1)–(5)" fee particulars more prominently than recent records.

The list of substantive matters that drive a PRE 14C has not changed materially: charter amendments, reverse and forward stock splits, recapitalizations, name and ticker changes, equity compensation plan approvals, going-private actions, and — for funds — 1940-Act matters such as fundamental policy changes and sub-classification elections. The shape of an individual record's body sections is therefore driven primarily by which of these matters is being disclosed, not by the filing year.

Format evolution over time

The earliest PRE 14C filings (mid-1990s through the late 1990s) were submitted as plain ASCII text wrapped in EDGAR's SGML envelope. The body was a <TYPE>PRE 14C document inside a <DOCUMENT> block, with the <TEXT> payload containing line-wrapped ASCII rather than HTML — tables were rendered with whitespace and pipe characters, and headings used uppercase letters and underscored or asterisked separators. Even in this era the SGML preamble exposed <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> tags, so the document-level metadata of a 1994-vintage record looks essentially identical to a 2025 record.

HTML-bodied PRE 14C filings became routine after EDGAR began permitting HTML submissions in 1999 and increasingly dominant through the 2000s. Once HTML adoption stabilized, the body file in the per-accession folder became an .htm document carrying real HTML markup inside the <TEXT> block, while the surrounding SGML envelope was retained unchanged. Modern records split visibly into two HTML styling families:

• Hand-rolled, SGML-flavoured HTML — uppercase tags and inline STYLE="font: 10pt Times New Roman..." declarations, characteristic of small-cap filing agents such as Issuer Direct. Markup is compact, predominantly <P>, <TABLE>, and <FONT> elements with attribute-level styling.
• Workiva (Wdesk)-generated HTML — lowercase markup carrying <!-- Document created using Wdesk --> comments and CSS-heavy <div>/<font> structures, with stylesheet-driven typography and page-break markers. Workiva output is markedly more verbose and dominates fund and larger-issuer filings.

A small subset of recent filings ships a mobile-formatted body (filename suffix _mobile.htm); the metadata still tags it as the primary PRE 14C document, and no parallel desktop version is included in the dataset.

Schedule 14C falls outside the SEC's structured-data tagging mandate, so PRE 14C bodies do not carry XBRL or inline XBRL data and linkToXbrl / dataFiles remain empty across the dataset.

Interpretation notes

Several nuances matter for downstream extraction and interpretation:

• periodOfReport versus filedAt. These are frequently different. periodOfReport typically captures the date of the written consent or corporate-action event, while filedAt records when the submission was accepted by EDGAR. Treating periodOfReport as a filing date will systematically misorder records around month and year boundaries.
• Preliminary versus definitive. A PRE 14C is by definition preliminary. The corresponding definitive statement (DEF 14C) is filed under a different form type and lives in a separate dataset; a single corporate action typically produces both a PRE 14C record here and a later DEF 14C record elsewhere, linked only by registrant CIK and the underlying action, not by accession number.
• No proxy solicitation. Because Section 14(c) presupposes that the action has already been approved by written consent, the disclosure is informational rather than solicitational — there is no proxy card, no record-date-for-voting, and no meeting. Extraction pipelines that expect proxy-card-style fields (number of votes for/against, broker non-votes) will not find them.
• Multi-document submissions are filtered to the primary body. Where documentFormatFiles[] lists multiple documents (a primary HTML plus GRAPHIC attachments and the complete-submission .txt), only the primary HTML is materialized on disk. <img> references inside the body may therefore resolve to filenames that are not present in the folder; the EDGAR URLs in documentFormatFiles[] and linkToFilingDetails remain the canonical fetch points for the omitted artifacts.
• SGML envelope on every body. The .htm body always begins with the <DOCUMENT> / <TYPE> / <SEQUENCE> / <FILENAME> / <DESCRIPTION> / <TEXT> preamble and ends with </TEXT></DOCUMENT>. Strict HTML parsers should skip past the preamble to the first <html> element (or, for legacy ASCII bodies, accept that the <TEXT> block is plain text rather than HTML).
• Operating-company versus investment-company shape differences. The shape of entities[], the prefix of fileNo, the presence of sic and tickers, and the population of seriesAndClassesContractsInformation[] jointly distinguish operating-company filers from 1940-Act funds. Pipelines that expect a uniform schema across all PRE 14C records need to branch on these signals.
• Ticker arrays can be stale. The tickers field may list multiple historical or related symbols rather than only the current trading symbol. For point-in-time joins, the EDGAR file number and CIK are more reliable identifiers than the ticker array.
• Filename collisions across accessions. Multiple accessions filed by the same filing agent ship body files with identical names (most visibly formpre14c.htm). The parent accession folder is the only disambiguator; extraction pipelines that flatten the folder structure will collide.
• Action-specific headings drive body variability. Two PRE 14Cs filed in the same month can share almost every section heading but diverge entirely in the action-specific block. Topic classification and event extraction should be anchored on the action-specific section headings rather than on the stable framing sections (INTRODUCTION, RECORD DATE…, NO MEETING…, ADDITIONAL INFORMATION).

Who Files or Publishes This Dataset, and When

Each PRE 14C is filed on EDGAR by the issuer itself — an Exchange Act registrant whose security holders are entitled to vote or consent on a corporate action but who are not being asked for a proxy because the requisite consent has already been (or will be) given by holders of the necessary voting power. The filer is always the registrant, acting through counsel or in-house securities personnel. The consenting holders named inside the statement are not the filers; they are the persons whose written consent authorizes the underlying action. The duty to prepare, file, and disseminate the information statement rests on the issuer.

Filing population

PRE 14C filers consist of:

• Domestic operating companies registered under Section 12(b) or Section 12(g) of the Exchange Act, including exchange-listed and OTC issuers.
• Section 15(d) reporting issuers subject to state-law shareholder-action requirements who disseminate under Regulation 14C.
• Registered management investment companies under the 1940 Act, principally closed-end funds, and open-end funds when a fund-level matter is approved by majority written consent of a controlling shareholder.
• Business development companies (BDCs), subject to the information statement rules on substantially the same terms as other Exchange Act registrants.
• Smaller reporting companies and shell companies, which appear disproportionately in this population because written-consent actions (reverse mergers, recapitalizations, name changes, authorized-share increases) typically involve closely held controlling blocks.

Foreign private issuers are excluded. They are exempt from Regulation 14A and 14C under Rule 3a12-3 and instead furnish home-country disclosure on Form 6-K. Issuers that solicit proxies for the same action use the 14A regime (PRE 14A / DEF 14A) instead of 14C.

Triggering event — corporate action by written consent

A PRE 14C is required when a corporate action has been or will be authorized without a meeting and without a proxy solicitation, by the written consent of holders of the minimum votes needed under state law and the registrant's charter. Because the outcome is already determined, soliciting proxies would be a formality; Regulation 14C instead requires the issuer to deliver an information statement so non-consenting holders receive substantively the same disclosure they would have received in a proxy statement.

Management typically chooses the 14C path when a controlling shareholder, sponsor, or affiliated group already holds majority (or supermajority) voting power, when speed matters (financings, recapitalizations, merger closings), or when a meeting would not change the outcome.

Common triggering actions include charter amendments to authorized capital; reverse and forward stock splits effected by charter amendment; recapitalizations and reclassifications; mergers, share exchanges, and asset sales requiring shareholder approval; name, state, or domicile changes; adoption or material amendment of equity compensation plans; director designations by written consent; related-party, going-private, or affiliate-issuance approvals; and, for 1940 Act registrants, advisory contract approvals, fundamental policy changes, manager-of-managers sub-adviser changes, and fund reorganizations or liquidations approved by majority consent.

Regulatory framework

The governing authority is Section 14(c) of the Securities Exchange Act of 1934, which bars dissemination of information to security holders in connection with a no-solicitation corporate action unless the information statement complies with SEC rules. The implementing rules are Regulation 14C, Rules 14c-1 through 14c-7, and the disclosure content is prescribed by Schedule 14C, which incorporates most substantive items of Schedule 14A by reference.

Key operative rules:

• Rule 14c-2 — requires transmission of the information statement to every security holder entitled to vote or consent who is not being asked for a consent or proxy.
• Rule 14c-5 — governs the filing of preliminary and definitive copies with the SEC, including confidential merger-related filings under 14c-5(d)(2).
• Rule 14c-6 — prohibits false or misleading statements.
• Schedule 14C — prescribes content: consenting holders, record date, voting securities and principal holders, the action, dissenters' rights, and incorporated 14A items (executive compensation, plan benefits, merger disclosures, financial statements) as applicable.

For 1940 Act registrants, Regulation 14C applies through Section 20(a) of the Investment Company Act of 1940, which extends the Exchange Act proxy and information statement regime to registered investment companies.

The statutory origin is the Securities Acts Amendments of 1964 (Public Law 88-467), which added Section 14(c) and extended proxy-style disclosure to OTC issuers and to no-solicitation situations. Regulation 14C followed shortly thereafter. PRE 14C as a distinct EDGAR submission type dates from the early-1990s EDGAR rollout; the earliest PRE 14C filings on EDGAR appear in February 1994. Pre-EDGAR paper filings beginning in the mid-1960s are not part of this dataset.

Timing and the PRE-to-DEF lifecycle

A PRE 14C sits at a fixed point in a tightly sequenced timeline:

1. Preliminary filing (PRE 14C). Under Rule 14c-5(d)(1), the preliminary information statement must be filed with the SEC at least ten calendar days before the definitive version is sent to security holders, unless the action falls within an exception analogous to Rule 14a-6(a). The ten-day window gives staff an opportunity to review.
2. SEC staff review. Staff may or may not comment. If comments issue, the issuer responds and may file an amended preliminary (PRE 14C/A) before clearing.
3. Definitive filing (DEF 14C). Once the ten-day window has passed and any comments are resolved, the issuer files the definitive statement.
4. Mailing to security holders. Non-consenting holders entitled to vote or consent receive the DEF 14C.
5. Effectiveness. The corporate action generally cannot become effective until at least twenty calendar days after the DEF 14C is first sent to security holders. This twenty-day post-mailing waiting period is the principal timing constraint on closings that depend on consent-authorized action.

A PRE 14C therefore marks the start of a minimum four-to-six-week window — ten days of pre-mailing review plus the twenty-day post-mailing waiting period, plus mailing time — between board approval / written consent and effectiveness.

Distinctions and edge cases

• PRE 14C vs. PRE 14A. PRE 14A is used when proxies, consents, or authorizations are being solicited; PRE 14C is used when no solicitation occurs because the requisite consent already exists. Schedule 14C cross-references Schedule 14A, so content overlaps substantially.
• PRE 14C vs. DEF 14C. The PRE 14C is the staff-review version; the DEF 14C is the version actually sent to holders. Both appear on EDGAR; only the DEF 14C is disseminated.
• Amendments (PRE 14C/A). Filed when staff comments or the issuer revises disclosure pre-clearance; these appear as separate EDGAR submissions distinct from PRE 14C.
• Going-private transactions. Where the action is a Rule 13e-3 going-private transaction, Schedule 13E-3 disclosures are combined with or filed alongside the 14C statement, and the twenty-day waiting period is strictly observed.
• Confidential filings. Certain merger-related preliminary statements may be filed confidentially under Rule 14c-5(d)(2) and do not appear publicly on EDGAR until they are made public.
• The filer is the issuer, not the consenting holder. Consenting holders may have independent Section 13(d) or Section 16 obligations, but those are separate from the 14C filing duty.
• No-meeting vs. meeting actions. PRE 14C presupposes no meeting and no solicitation. If the issuer decides to hold a meeting or solicit proxies, it must switch to the 14A regime; the two forms are not interchangeable.
• 1940 Act fund matters. When a fund matter is authorized by majority written consent of a controlling shareholder — common in seed-capital and affiliated-feeder structures — the fund files PRE 14C, but substantive disclosures track Item 22 of Schedule 14A as incorporated through Schedule 14C.
• Foreign private issuers. Outside the 14C regime entirely; they report equivalent corporate-action information on Form 6-K under Rule 3a12-3.

How This Dataset Differs From Similar Datasets or Filings

Form PRE 14C occupies a narrow position among SEC disclosures: a preliminary, non-solicitation information statement filed when a corporate action has already been approved by written consent of majority holders. Several nearby filings look similar but differ in trigger, timing, filer population, or substance. The comparisons below isolate the nearest neighbors and show where PRE 14C is and is not interchangeable.

DEF 14C — Definitive Information Statement

Same disclosure document, different lifecycle stage. PRE 14C is filed at least ten calendar days before the definitive version is mailed, opening a staff comment window; DEF 14C is the final version actually distributed to security holders.

• Pick PRE 14C to capture the earliest disclosure and any items later revised in response to staff comments.
• Pick DEF 14C for the version legally delivered to holders and tied to the 20-day Rule 14c-2 effectiveness clock.
• Together they form a before/after pair that reveals exactly which language, dates, or transaction terms changed.

PRE 14A / DEF 14A — Preliminary and Definitive Proxy Statements

The 14A family covers actions requiring an actual shareholder vote and therefore a proxy solicitation; the 14C family covers actions where the outcome is already settled by written consent and no proxies are solicited. The choice of form is itself a signal of ownership concentration.

• Content overlap: corporate-action description, principal holders, insider interests.
• 14A-only content: proxy card, revocation procedures, solicitation costs, broker non-votes, persons making the solicitation (Schedule 14A Item 4).
• Trigger: PRE 14C requires a controlling or majority block that has already consented in writing; PRE 14A requires the issuer to seek authority from holders.

Mergers, charter amendments, and equity authorizations can appear under either regime depending on the cap table.

Schedule 14C vs Schedule 14A (item-level)

Schedule 14C cross-references many Schedule 14A items by rule, so the substantive corporate-action sections read similarly. They are not interchangeable for analysis: 14C omits solicitation provisions and frames disclosure as notification of action already taken, not a request for authority. Any extraction that depends on solicitation mechanics, revocation rights, or proxy-card content must treat the two schedules separately.

8-K Item 5.07 — Results of Shareholder Votes

Both can cover a written-consent action, but they sit at opposite ends of the lifecycle and differ sharply in form.

• PRE 14C: forward-looking narrative disclosure to holders before the action becomes effective; full principal-holder tables and transaction terms.
• Form 8-K Item 5.07: backward-looking current report, due four business days after the matter is decided; brief and tabular, focused on vote tallies.

Use PRE 14C for the substantive disclosure package, 8-K 5.07 for the timestamped event record and final counts.

Schedule 13E-3 — Going-Private Transactions

13E-3 is triggered when an issuer or affiliate undertakes a transaction with the reasonable likelihood or purpose of going private. Many such transactions are effected by written consent and therefore generate both a 13E-3 and a PRE 14C (often combined in one transmittal). The two are complementary, not substitutable.

• 13E-3 supplies: fairness analysis, board determinations, financial advisor opinions, purposes-and-effects discussion, Rule 13e-3 item disclosures.
• PRE 14C supplies: the information-statement framework, principal-holder data, notice mechanics, and the 14c-2 effectiveness mechanism.

Pull 13E-3 for affiliate-transaction analytics; pull PRE 14C for the notice-to-holders narrative.

PREM 14C / DEFM 14C — Merger-Specific Variants

EDGAR appends the "M" suffix when a Schedule 14C information statement relates to a merger or acquisition. Same legal regime, narrower subject matter. A PRE 14C dataset that excludes the M-suffixed variants will under-cover merger actions; a PREM 14C-only dataset will miss charter amendments, reverse splits, name changes, and equity-plan adoptions effected by written consent.

PRER 14C / DEFR 14C — Revised Information Statements

The "R" suffix marks revised versions filed when material changes occur after the initial filing. PRER 14C is to PRE 14C what an amendment is to an original filing: useful for change-detection analysis, but the baseline disclosure remains the original PRE 14C.

Form 6-K — Foreign Private Issuer Reports

Foreign private issuers are exempt from Sections 14(a) and 14(c), so their written-consent corporate actions surface via 6-K furnishings of home-country notices rather than PRE 14C. A PRE 14C filing implicitly signals a domestic reporting issuer. The two populations rarely substitute for one another and should be paired only when building cross-border comparables.

Boundary summary

PRE 14C is defined by the intersection of five attributes that no other filing reproduces together:

1. Preliminary (vs. DEF 14C)
2. Non-solicitation information statement (vs. PRE 14A / DEF 14A)
3. Full narrative disclosure document (vs. 8-K Item 5.07)
4. Information-statement vehicle, not going-private analysis (vs. 13E-3)
5. Domestic reporting issuer under Regulation 14C (vs. 6-K)

The strongest complements are DEF 14C for before/after comparison, PRER 14C for material revisions, 13E-3 when affiliates are taking the company private, and 8-K Item 5.07 for the timestamped event record. PRE 14C is the canonical source for the pre-distribution version of a written-consent corporate-action disclosure package and is not substitutable for any of these neighbors.

Who Uses This Dataset

Because a PRE 14C locks in a transaction that minority holders cannot reverse, it draws a narrow but well-defined set of professional users who read the preliminary statement, exhibits, and consenting-block description before the definitive 14C is mailed. Coverage from February 1994 onward, with all primary documents and metadata per accession, supports precedent work, event tracking, governance research, and corporate-action data engineering.

M&A and corporate lawyers

Transactional counsel, going-private lawyers, and small-cap corporate attorneys use the dataset as a precedent library. PRE 14C is the standard vehicle for short-form mergers, reverse splits, charter amendments, reincorporations, authorized-share increases, name changes, and preferred-stock conversions by majority consent. Lawyers pull the description of action, form of written consent, appraisal and dissenters' rights notices, and the Schedule 14C interests-of-persons disclosures, then benchmark drafting across peers in the same state of incorporation and reuse recurring language.

Investment bankers and capital markets desks

Bankers covering micro- and small-cap issuers, special-situations advisory teams, and capital markets desks running reverse-split or recapitalization processes treat PRE 14C as a pipeline and precedent signal. Reverse splits authorized by consent often precede uplistings, equity raises, or share-authorization expansions. They monitor new filings for split ratios, before/after authorized share counts, and timing tied to the ten-day mailing requirement, and use historical filings to benchmark ratios and timelines in pitch material.

Equity research and event-driven hedge funds

Special-situations and merger-arbitrage analysts use PRE 14C to identify control-group actions that affect share count, control premium, or cash-out terms. Because the filing signals a near-certain outcome, trading workflows hinge on the gap between filing date and effective date. Analysts pull the consenting-shareholder identification, record date, cash-consideration terms, and principal-holder disclosures to model per-share economics, dilution, and short-form merger payouts, and to backtest returns across reverse-split, going-private, and authorized-share-increase events.

Proxy solicitors and proxy advisors

Solicitation firms and governance research providers track 14C activity even though it is not a solicitation. Solicitors size the addressable market for full proxy work, flag issuers that may shift to a 14A process if the consenting block fragments, and plan mailing logistics. Governance advisors read principal-holder disclosures, consenting-majority structure, and the action description to inform recommendations on related-issuer ballots and to flag concerns at other holdings of the same control group.

Investor relations and corporate secretaries

IR officers and corporate secretaries at issuers preparing a written-consent action draft their own PRE 14C using the dataset as a working library. They reuse the cover page format, notice to non-consenting holders, description of action, appraisal-rights mechanics, and principal-holder tables from comparable issuers in the same state of incorporation and size band. The dataset supports internal first drafts, outside-counsel review packages, and timing planners built around the ten-day SEC clearance window.

Activist investors and short sellers

Activist funds and short-bias research desks read PRE 14C to study controlling-shareholder behavior at micro-cap, former-shell, and reverse-merger issuers. The filings reveal who holds the consenting block, what they authorized without a vote, how often they expand share authorizations, and whether the pattern fits dilution, roll-ups before financings, or value extraction from minorities. Short sellers focus on serial reverse splits, large authorized-share expansions, and related-party language in the Schedule 14C disclosures to build theses, publish reports, and screen for repeat patterns in an issuer's filing history.

Compliance and disclosure consultants

Disclosure consultants, EDGAR filing agents, and compliance officers at small-issuer service firms use the dataset as a reference for what SEC staff have accepted, commented on, or required to be re-filed under Regulation 14C. They focus on the metadata file, cover-page items, completeness of Schedule 14C items, and exhibit structure to build internal checklists, train junior staff, and quality-control client drafts before submission.

SEC staff and regulatory researchers

Disclosure-review staff and regulatory researchers studying the 14C process assemble cohorts for comment-letter review, study trends in written-consent actions, and evaluate whether the ten-day clearance interval is consistently observed. They read action descriptions, principal-holder tables, and consenting-block disclosures to understand how minority information rights work in practice and where staff guidance or rulemaking may be warranted.

Financial data vendors and quantitative researchers

Corporate-action data vendors, index-construction teams, and quant researchers ingest PRE 14C into structured event feeds. Coverage back to 1994 with full documents and metadata per accession supports parsers that extract split ratios, effective dates, authorized-share changes, name changes, and reincorporations. Quants use the resulting series to adjust historical share counts, build dilution factors, construct controlling-shareholder flags, and run event studies on minority-holder returns around consent announcements.

Academic researchers

Corporate finance, corporate law, and securities-regulation researchers use the dataset to study minority-shareholder protection, the prevalence of written-consent governance, controlling-shareholder conduct at small-cap issuers, and the role of state corporate law in shaping consent transactions. They focus on consenting-block structure, type of action authorized, use of appraisal-rights waivers, and longitudinal patterns at the same issuer to support empirical work, working papers, and law-review articles.

Specific Use Cases

The form-pre-14c-files dataset is consulted whenever a workflow needs the pre-mailing version of a written-consent corporate-action disclosure — the moment a controlling block has locked in a result and minority holders are about to be notified. The following use cases tie that role to specific record content.

Reverse-split event extraction for share-count adjustment

Quant teams and corporate-action vendors parse the action-specific section (typically headed REVERSE STOCK SPLIT or AMENDMENT TO ARTICLES OF INCORPORATION) to capture split ratios, before/after authorized share counts, fractional-share treatment, and the proposed effective date. Joining entities[].cik, entities[].tickers, and periodOfReport from metadata.json yields a clean panel that can be used to retro-adjust historical price and share-count series and to flag serial reverse splitters by counting per-CIK occurrences.

Controlling-shareholder mapping at micro-cap issuers

Activist research and short-bias desks read the INTRODUCTION and RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION blocks to identify which holders executed the written consent, then cross-reference the SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT table (Item 403 of Regulation S-K) to map the consenting block, its percentage, and any related-party ties. Repeating this across an issuer's PRE 14C history surfaces patterns of dilution, repeated authorized-share expansions, and roll-ups timed before financings.

Short-form merger and going-private deal screening

Event-driven and merger-arbitrage analysts filter the dataset for action-specific sections describing cash-out mergers, plans of merger, or going-private transactions (often co-filed with Schedule 13E-3). They extract per-share consideration, the consenting majority's identity, the record date, and the appraisal/dissenters' rights language to model payouts and the gap between filedAt and the projected effective date — the trading window that exists because PRE 14C precedes the DEF 14C by at least ten calendar days.

PRE 14C / DEF 14C diff for staff-comment tracking

Disclosure consultants and SEC researchers pair each PRE 14C with the registrant's later DEF 14C (matched by CIK and underlying action, since accession numbers differ) and diff the action-specific sections, fee table, principal-holder tables, and appraisal-rights language. Changes between the two versions isolate exactly which terms or disclosures were revised during the staff comment window, supporting comment-letter precedent work and internal QC checklists.

Fund 1940-Act action tracking by series and class

For registered investment company filers, the seriesAndClassesContractsInformation[] array exposes the S00… series ID, C00… class IDs, and tickers affected by the action. Combined with the action-specific section (for example, CHANGE IN SUB-CLASSIFICATION TO NON-DIVERSIFIED, fundamental-policy changes, or new advisory-agreement approvals), this lets fund-research teams attribute the corporate action to the exact share class and reconcile it against prospectus and SAI references in the ADDITIONAL INFORMATION block.

Precedent library for drafting written-consent information statements

Corporate counsel and corporate secretaries query the dataset by entities[].stateOfIncorporation, entities[].sic, and action type to retrieve comparable PRE 14Cs from same-state, same-size peers. They reuse cover-page formatting, the NO MEETING OF STOCKHOLDERS REQUIRED rationale, appraisal/dissenters' rights notices, exhibits inlined after the signature block (form of restated articles, certificates of designation, equity-plan documents), and the householding notice — turning the dataset into a working precedent library for first drafts and outside-counsel review packages.

Equity-compensation plan adoption surveillance

Governance researchers and proxy advisors filter for action-specific sections such as APPROVAL OF AMENDED AND RESTATED EQUITY INCENTIVE PLAN, then extract share reserves, evergreen provisions, change-in-control treatment, and any Item 402 / Item 5.02 golden-parachute disclosures triggered when compensation is the matter approved. Because Section 14(c) bypasses the shareholder vote, this surfaces plan adoptions that would otherwise have produced contested 14A proxy outcomes, sharpening recommendations on the same control group's other holdings.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-pre-14c-files.json

This endpoint returns dataset metadata, including the name, description, last updated timestamp, earliest sample date (1994-02-01), total records and total size, form types covered (PRE 14C), container format (ZIP), and file types (TXT, JSON, HTML, PDF). It also includes the download URL for the full archive and the complete list of monthly containers with per-container size, record count, updated timestamp, and download URL. This endpoint does not require an API key. It can be polled daily to detect which containers were refreshed in the most recent run, so consumers can incrementally download only the containers that have changed.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-692f-84d8-db72f56b8122",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-pre-14c-files.zip",
        

          4
            "name": "Form PRE 14C Files Dataset",
        

          5
            "updatedAt": "2026-05-19T02:57:41.083Z",
        

          6
            "earliestSampleDate": "1994-02-01",
        

          7
            "totalRecords": 11566,
        

          8
            "totalSize": 273970127,
        

          9
            "formTypes": ["PRE 14C"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-pre-14c-files/2026/2026-05.zip",
        

          15
                "key": "2026/2026-05.zip",
        

          16
                "size": 13818783,
        

          17
                "records": 154,
        

          18
                "updatedAt": "2026-05-19T02:57:41.083Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-pre-14c-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing all Form PRE 14C filings from February 1994 to the most recent refresh. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-pre-14c-files/2026/2026-05.zip?token=YOUR_API_KEY

Downloads one monthly container ZIP rather than the full dataset, which is useful for incremental updates or backfilling a specific month. Container paths follow the YYYY/YYYY-MM.zip convention and are listed under containers[].downloadUrl in the index JSON. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form PRE 14C, the preliminary information statement filed under Section 14(c) of the Securities Exchange Act of 1934 and the rules of Regulation 14C (Rule 14c-2, with the disclosure body governed by Schedule 14C / Rule 14c-101). Every record in the dataset has formType value "PRE 14C".

What does one record in the form-pre-14c-files dataset represent?

One record is a complete EDGAR submission of Form PRE 14C — a single accession materialized on disk as a folder named after the 18-digit accession number with dashes stripped. Each folder contains exactly two artifacts: a flat metadata.json describing the EDGAR submission and a single primary .htm document carrying the HTML body of the preliminary information statement wrapped in EDGAR's SGML <DOCUMENT> envelope.

Who is required to file Form PRE 14C?

The issuer files Form PRE 14C when a corporate action affecting voting securities has been or will be authorized without a meeting and without a proxy solicitation, by the written consent of holders of the minimum votes required under state law and the registrant's charter. Filers include domestic operating companies registered under Section 12(b) or Section 12(g), Section 15(d) reporting issuers, registered management investment companies under the 1940 Act, business development companies, and smaller reporting and shell companies. Foreign private issuers are excluded — they disclose equivalent corporate-action information on Form 6-K under Rule 3a12-3.

What time period does the dataset cover?

The earliest sample date is February 1, 1994, the start of broad EDGAR availability for PRE 14C submissions. Monthly containers extend to the current filing month and are refreshed as new accessions are accepted.

What file format is the dataset distributed in?

The dataset is distributed as a hierarchy of monthly ZIP containers addressed as <YYYY>/<YYYY-MM>.zip. Each container unzips to a flat list of accession-numbered subfolders. Within each folder, the metadata is a flat JSON object and the body is an HTML file wrapped in an SGML envelope. The dataset index advertises file types of TXT, JSON, HTML, and PDF and a container format of ZIP.

How does Form PRE 14C differ from Form DEF 14C?

PRE 14C is the preliminary version filed for SEC staff review at least ten calendar days before the definitive information statement is mailed to security holders; DEF 14C is the final version actually distributed and tied to the twenty-day Rule 14c-2 effectiveness clock. Both versions cover the same corporate action and live in separate datasets, linked only by registrant CIK and the underlying action, not by accession number. Diffing the PRE 14C against the registrant's later DEF 14C isolates exactly which terms or disclosures were revised during the staff comment window.

Does Form PRE 14C contain XBRL or structured financial data?

No. Schedule 14C falls outside the SEC's structured-data tagging mandate, so PRE 14C bodies do not carry XBRL or inline XBRL data and linkToXbrl and dataFiles remain empty across the dataset. Structured fields are limited to metadata.json; substantive disclosure is carried in the HTML body of the information statement.