Form PRER14C Files Dataset

The Form PRER14C Files Dataset is a complete EDGAR archive of revised preliminary information statements filed under Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C. Each record is one EDGAR submission — a single accession-number folder bundling parsed filing-header metadata with the as-filed Schedule 14C information statement and its exhibits — packaged into monthly ZIP containers keyed YYYY/YYYY-MM.zip. Filings are made by the registrant whose security holders are entitled to receive the information statement, typically a domestic operating, holding, or shell company in which a controlling shareholder or affiliated block has acted, or will act, by written consent of a majority of the voting power. Coverage begins June 1994, when EDGAR's Schedule 14C phase-in took effect, and runs through the present, with new accessions added as they are accepted by EDGAR. The dataset is distributed in ZIP container format and contains TXT, JSON, HTML, and PDF file types; image files are excluded.

Dataset APIs

Dataset Files

What This Dataset Contains

A single record in the Form PRER14C Files Dataset is one complete EDGAR submission of a revised preliminary information statement on Schedule 14C. Concretely, a record is one accession number-numbered folder that bundles the parsed filing-header metadata with the as-filed submission documents from the original EDGAR transmission. The folder is named with the 18-digit accession number stripped of its dashes (for example, 0001493152-25-024353 is stored as 000149315225024353), matching the path convention that EDGAR uses under Archives/edgar/data/<CIK>/<accessionNoDashStripped>/ on www.sec.gov.

Records are grouped by EDGAR acceptance month into ZIP containers keyed YYYY/YYYY-MM.zip. Each ZIP expands to a single month-stamped directory containing one accession-number subdirectory per PRER14C filing accepted in that month. PRER14C is a comparatively low-volume form type, so monthly containers are typically small. Each accession folder is self-contained: the metadata file plus all submitted documents required to reconstruct the filing as it appeared on EDGAR, with binary image files being the only categorical omission.

Form PRER14C is the EDGAR cover-form code for a revised preliminary information statement on Schedule 14C. Under Section 14(c) of the Exchange Act and Rule 14c-2, an issuer that takes a corporate action by written consent of holders representing the requisite vote — and therefore does not solicit proxies — must furnish an information statement to the remaining holders of record. The EDGAR sequence runs PRE 14C (initial preliminary) → optionally one or more PRER14C revisions (responding to staff comments or issuer-driven changes) → DEF 14C (the definitive statement that is mailed to holders). A PRER14C is therefore the full revised text of the preliminary information statement at a particular revision iteration, not a redline of changes; the cover page typically carries an "Amendment No. N" designation that distinguishes it from PRE 14C and indicates the revision count.

The information statement itself is a narrative-and-tabular disclosure document furnished to shareholders to describe a corporate action that has been authorized, or is about to be authorized, by majority written consent without a meeting. Common subject matters include reverse and forward stock splits, name changes, recapitalizations, increases in authorized shares, charter and bylaw amendments, going-private transactions, mergers and asset sales, reincorporations, equity-incentive plan adoptions or amendments, and changes in board composition.

Content Structure of a Single Record

Content layout of a single record

Each accession-number folder contains exactly two kinds of artifacts:

1. metadata.json — a JSON object produced by parsing the EDGAR submission header and filing index. It uses the same shape as other sec-api filing-files datasets and carries the primary key, filer roster, filing-time identifiers, and a directory of the documents in the submission.
2. The as-filed submission documents — one or more files corresponding to the rows of the EDGAR filing index. The primary document is always the information statement itself; supporting exhibits, when present, are filed as additional documents in the same folder. Image files (logos, signature graphics, scanned-exhibit pages) are excluded by the dataset; everything else from the original submission is preserved byte-for-byte, including the SGML <DOCUMENT> wrapper that EDGAR places around each component.

There is no separate financial-data tree, no XBRL instance, and no rendering manifest. PRER14C is not subject to inline-XBRL tagging, so linkToXbrl is the empty string and dataFiles is an empty array on every record. Likewise, because no proxy is being solicited, no proxy card or voting instruction form is part of the submission.

metadata.json fields

The metadata object is flat and stable across records. Its top-level fields are:

• formType — always "PRER14C" for this dataset.
• accessionNo — the canonical dashed accession number, e.g. "0001493152-25-024353".
• filedAt — ISO-8601 timestamp with timezone offset reflecting EDGAR's acceptance time, e.g. "2025-11-19T19:02:43-05:00".
• description — short EDGAR description text, e.g. "Form PRER14C - Information statements".
• linkToFilingDetails — direct URL on www.sec.gov to the primary information-statement document.
• linkToTxt — URL to the wrapped complete-submission .txt bundle on EDGAR.
• linkToHtml — URL to the EDGAR filing index page.
• linkToXbrl — empty string for PRER14C.
• id — internal hex identifier assigned by sec-api.
• documentFormatFiles — array describing each row of the EDGAR filing index (see below).
• dataFiles — empty array for PRER14C.
• seriesAndClassesContractsInformation — array; typically empty for PRER14C since these filings rarely involve registered investment-company series/class structures.
• entities — array of one or more party objects representing filers, co-filers, and subject companies (see below).

Each documentFormatFiles[] element mirrors one row of the EDGAR submission index and carries:

• sequence — string ordinal of the document within the submission (e.g. "1"). A literal blank space " " denotes the synthetic complete-submission .txt row.
• description — human-readable description from the filer (e.g. "PRER14C", "EXHIBIT A", "Complete submission text file").
• documentUrl — direct download URL for that document on www.sec.gov.
• type — EDGAR document type code (e.g. PRER14C, EX-99.1, EX-3.1); blank " " for the wrapped full-submission row.
• size — byte size as a numeric string.

Each entities[] element captures one party recorded in the EDGAR header. The party role (Filer, Filed by, Subject Company) is suffixed in parentheses inside companyName. The element provides the registrant identification carried by the cover page: cik, irsNo, fileNo, filmNo, stateOfIncorporation (two-letter), fiscalYearEnd (MMDD), act (typically "34"), sic (SIC code joined with its industry label), type (form type for that party), and tickers (array of issuer symbols, when EDGAR has them on file).

The information statement document

The primary as-filed document is the revised preliminary information statement itself, delivered inside the standard EDGAR SGML wrapper:

          1
          <DOCUMENT>
        

          2
          <TYPE>PRER14C
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>formprer14c.htm
        

          5
          <DESCRIPTION>PRER14C
        

          6
          <TEXT>
        

          7
          <HTML> ... </HTML>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

Inside the <TEXT> block, modern filings carry an HTML rendering of the Schedule 14C disclosure document; older filings carry plain ASCII text in place of HTML. The document is structured around the disclosure items mandated by Schedule 14C (Rule 14c-101) plus the items from Schedule 14A that Schedule 14C incorporates by reference under its instructions.

A typical Schedule 14C information statement opens with the cover page and proceeds through the substantive items in roughly the following order:

1. Cover page. Restates the registrant's exact legal name, address, and telephone number, identifies the document as a Preliminary Information Statement, marks the appropriate confidentiality and amendment checkboxes (the "Amendment No." designation is what distinguishes a PRER14C from the initial PRE 14C), and elects the filing-fee treatment under Rule 0-11.
2. Notice to shareholders / introductory letter. A dated, signed letter from the issuer's chief executive officer or board chair stating that the corporate action has been or will be approved by written consent of holders of a majority of the outstanding voting power, that no proxies are being solicited, and that the statement is being furnished pursuant to Section 14(c) and Regulation 14C. The notice sets the record date, the anticipated effective date (typically twenty calendar days after mailing, per Rule 14c-2), and the "WE ARE NOT ASKING YOU FOR A PROXY" legend required by Rule 14c-2(b).
3. Description of the corporate action. The substantive narrative explaining what the action is, its purpose, the board's reasoning, the vote already obtained or to be obtained by written consent, dissenters'/appraisal rights (or their absence) under applicable state law, accounting and federal income tax treatment, and the effective date.
4. Schedule 14C item disclosures. Schedule 14C requires, by reference to Schedule 14A items, disclosures about:
   • voting securities and principal holders thereof (Item 6 of Schedule 14A) — a beneficial-ownership table listing 5%-or-greater holders and management ownership, share counts, and percentages;
   • directors and executive officers (Item 7) when relevant to the action;
   • executive compensation (Item 8) when the action concerns compensation plans or related compensation arrangements;
   • financial information (Item 13) when the action requires shareholders to evaluate the issuer's results, often satisfied by incorporation by reference to the most recent Form 10-K and interim 10-Q;
   • relationships with the independent accountant (Item 14) where applicable;
   • additional item-specific disclosures triggered by the nature of the action — for example, Item 11 (authorization or issuance of securities), Item 12 (modification or exchange of securities), Item 14 (mergers, consolidations, acquisitions, and similar matters), or Item 19 (amendments to charter, bylaws, or other documents).
5. Pro forma and historical financial information, when the action requires it (most often in mergers, going-private transactions, and significant asset sales). These sections are frequently incorporated by reference rather than reprinted in full.
6. Interests of certain persons in matters to be acted upon — disclosure of officer-, director-, or affiliate-level interests in the corporate action that differ from the interests of shareholders generally.
7. Where you can find more information / incorporation by reference. A standardized block listing the issuer's periodic reports and EDGAR access information, used to import financial statements, executive compensation tables, and similar disclosures into the information statement without reprinting them.
8. Exhibits and annexes. The full text of any document being approved is generally appended as an annex — for example, the form of certificate of amendment, a merger agreement, an equity incentive plan, or a stock purchase agreement. In the EDGAR submission, annexes appear either inside the primary document or as additional <DOCUMENT> blocks with their own <TYPE> and <FILENAME> values, surfaced as separate rows in documentFormatFiles[].
9. Signature block. The information statement is signed by the registrant's principal executive officer or other authorized officer, with the date and the registrant's name.

Included content

A record includes:

• the parsed metadata.json with the header, document index, and entity roster;
• the primary information-statement document (a PRER14C-typed <DOCUMENT> block) as filed, with its SGML wrapper preserved;
• every additional document in the EDGAR submission (EX--typed exhibits, annexes, and any other non-image attachments) with the same wrapping and full byte-level fidelity;
• the cross-reference URLs (linkToFilingDetails, linkToTxt, linkToHtml) that round-trip the record back to EDGAR for verification.

Excluded or separate content

A record excludes:

• image files of any kind (GIF, JPG, PNG) that may have accompanied the submission, including signature graphics, logos, and scanned-exhibit pages;
• the rendering produced by EDGAR's viewer (the dataset preserves the original submission documents, not EDGAR's HTML rendering layer);
• material incorporated by reference but not physically included in the submission (for example, the issuer's Forms 10-K and 10-Q referenced under "Where You Can Find More Information" live in their own EDGAR submissions, not inside the PRER14C accession);
• earlier or later filings in the same disclosure sequence — the prior PRE 14C, any prior PRER14C revisions, and the eventual DEF 14C are separate accession numbers under different form types and are not bundled into a PRER14C record.

Evolution of required content over time

The substantive structure of Schedule 14C has been stable in its essentials since the original adoption of Regulation 14C in 1977, so PRER14C information statements look broadly similar across the dataset's 1994–present span. Several layered regulatory developments are nonetheless visible in the content of records over time:

• Plain-English requirements (Rule 421, late 1990s). Cover pages and summary sections in records filed after 1998 conform to the plain-English mandate, with shorter sentences, defined-term boxes, and bulleted summaries.
• Sarbanes-Oxley era disclosures (2002–2003). Records from this era onward more frequently incorporate by reference Sarbanes-Oxley-driven content from the issuer's periodic reports, including audit-committee composition and auditor-independence information when relevant to the action.
• Executive compensation overhaul (2006). The 2006 amendments to Item 402 of Regulation S-K — adopted via Schedule 14A and pulled in by Schedule 14C — replaced the old compensation tables with the Compensation Discussion and Analysis, the Summary Compensation Table, and the related grant, holdings, and post-employment tables. Records after this date that disclose executive compensation reflect the revised tabular structure rather than the pre-2006 format.
• Dodd-Frank and post-Dodd-Frank disclosures (2010 onward). Where executive compensation is material to the action, post-2010 records may include say-on-pay context, pay-versus-performance disclosures (post-2022), and compensation-clawback policy references when those topics are within the scope of the corporate action being described.
• Beneficial-ownership table conventions. Item 6 / 5% holder tables follow the Schedule 13G/Schedule 13D-aligned conventions of their era; the column structure has remained substantially constant, but the universe of reporting persons has grown over time.
• Amendment numbering. The use of an "Amendment No." designation on the cover page, distinguishing PRER14C from PRE 14C, is consistent throughout the dataset; records often specify the exact amendment number ("Amendment No. 1", "Amendment No. 2") when the issuer has filed multiple revisions in response to staff comments.

Evolution of file format over time

The dataset spans the full lifetime of EDGAR's electronic-filing program, so format conventions vary along the time axis even though the content model is stable.

• June 1994 through the late 1990s. Submissions were ASCII text. The information statement's <DOCUMENT> block contained plain text inside <TEXT>...</TEXT> rather than HTML. Tables (beneficial-ownership tables, share-count tables, financial summaries) were rendered as fixed-width monospaced text using whitespace alignment. Cover-page checkboxes appeared as bracketed [X] markers.
• Late 1990s through mid-2000s. EDGAR began accepting HTML, and PRER14C primary documents shifted from ASCII text to HTML wrapped inside the same SGML <DOCUMENT> envelope. PDF copies sometimes appeared as supplemental documents, but the primary information statement was generally text or HTML.
• Mid-2000s onward. HTML became the dominant primary-document format, with embedded styling, in-document tables (<TABLE> elements rather than fixed-width text), and richer typography. Annexes that originated as PDFs (signed agreements, board resolutions) are filed as additional <DOCUMENT> blocks with <TYPE>EX- codes.
• Modern era. Recent records consist almost exclusively of an HTML primary document plus the JSON metadata file. The file-types found in the dataset across its full span are TXT, JSON, HTML, and PDF; the TXT category covers both genuine ASCII-era information statements and SGML wrapper text. Image files are not included regardless of era.

Interpretation and extraction notes

• Amendment semantics. A PRER14C record is the full revised text of the preliminary information statement at a given revision, not a redline against the prior version. To diff against the prior preliminary, pair the record with the immediately preceding PRE 14C (or earlier PRER14C) accession by the same filer; the cover-page "Amendment No." designation indicates the revision count.
• Incorporation by reference. Significant portions of the disclosure — particularly financial statements, MD&A, and detailed compensation tables — are routinely incorporated by reference to the issuer's most recent Form 10-K and Form 10-Q. Extraction pipelines should expect the PRER14C body to point outward to other accessions rather than reprint that content.
• Multi-entity filings. The entities[] array can contain more than one party, particularly for transactions involving a target/subject company and an acquirer. Roles are encoded in the companyName suffix ((Filer), (Subject Company), (Filed by)).
• Synthetic submission row. The documentFormatFiles[] array contains a row representing the EDGAR-generated complete-submission .txt bundle. This row uses a literal blank-space " " for both sequence and type. Consumers iterating documents should treat that row as the wrapped full submission rather than a discrete component file.
• SGML wrapper vs. content extraction. Each document is preserved with its SGML envelope (<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT> lines). Pipelines that parse for HTML or text content should strip the wrapper before feeding the body to an HTML parser; the wrapper itself is not well-formed XML.
• Folder count vs. record count. Each accession folder is exactly one record, so file-system enumeration of accession folders within a month container yields the per-month record count directly.

Who Files or Publishes This Dataset, and When

Who files the record

A PRER14C is filed by the registrant (the issuer whose security holders are entitled to receive the information statement), not by the controlling shareholder whose written consent supplies the corporate authority. The consenting holder is described inside the document but is never the EDGAR filer; the dissemination obligation under Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C rests on the issuer.

The filer population consists primarily of:

• Issuers registered under Section 12 of the Exchange Act (Section 12(b) exchange-listed companies and Section 12(g) registrants).
• Section 15(d) reporting issuers that retain Exchange Act reporting obligations from an effective Securities Act registration statement and are taking a corporate action requiring notice to holders.
• Domestic operating, holding, and shell companies, especially smaller reporting companies in which a controlling shareholder, sponsor, or affiliated block can act by written majority consent.
• Registered investment companies and BDCs in narrower circumstances where the corporate action is handled under Schedule 14C rather than the proxy regime.

Foreign private issuers reporting on Form 20-F or Form 40-F are generally outside Schedule 14C. Issuers actually soliciting proxies use the Schedule 14A track (PRE 14A, PRER14A, DEF 14A) instead.

What triggers the filing

Schedule 14C is used when a registrant takes a corporate action requiring notice to security holders but is not soliciting proxies, typically because holders of a majority of the voting securities have acted, or will act, by written consent. Underlying actions commonly disclosed include charter amendments (name changes, authorized-share increases, stock splits, blank-check preferred), equity plan adoptions, mergers and asset sales, dissolutions, and governance changes approved by majority written consent.

A PRER14C specifically arises only after a PRE 14C has been filed and the registrant must revise the preliminary statement before it is finalized as a DEF 14C. Typical reasons for the revision:

• responses to SEC staff comment letters issued during selective review of the PRE 14C
• correction of errors or omissions identified by the registrant or counsel
• updated financial statements, beneficial ownership tables, or pro forma data, particularly across a quarter end
• material changes to the underlying transaction (e.g., revised exchange ratio or plan terms)
• intervening events between the original PRE 14C and the planned mailing date

A single corporate action can produce multiple PRER14C records if revisions occur over several rounds.

Regulatory framework

• Section 14(c) of the Exchange Act authorizes the Commission to prescribe the content and timing of information statements furnished where proxies are not solicited, and prohibits materially false or misleading information statements.
• Regulation 14C implements Section 14(c).
• Rule 14c-2 requires that the definitive information statement be transmitted to every security holder entitled to vote or consent at least 20 calendar days before the earliest date on which the corporate action may be taken or become effective.
• Rule 14c-5 governs the filing of preliminary and definitive information statements with the Commission. A preliminary copy must be filed at least 10 calendar days before definitive copies are first sent to security holders, unless the matter is exempt from the preliminary filing requirement. This 10-day window is the SEC pre-clearance period; revisions made during it, or in response to staff comments arising from it, are filed as PRER14C.
• Schedule 14C prescribes substantive content, incorporating items from Schedule 14A by cross-reference (matters acted upon, voting securities and principal holders, interests of certain persons, executive compensation where relevant).

Timing and deadline logic

Three timing layers apply:

1. 10-day preliminary window. The PRE 14C must be filed at least 10 calendar days before the DEF 14C is first sent to holders (Rule 14c-5). PRER14C filings occur inside this window or as it is extended by ongoing staff review.
2. Staff review cycle. If the PRE 14C is selected for review, comments are typically resolved through amended preliminary filings (PRER14C) and correspondence. The DEF 14C cannot be mailed until any revised disclosure is in place.
3. 20-day dissemination period. After the DEF 14C is filed and mailed, Rule 14c-2 requires 20 calendar days to elapse before the corporate action may be taken. PRER14C activity precedes this clock entirely.

A PRER14C is therefore an event-driven filing keyed to the staff-review and revision cycle of the preliminary statement, not to a fixed periodic deadline.

PRE 14C vs. PRER14C vs. DEF 14C

The three form types describe the same disclosure document at different lifecycle stages of one corporate action:

• PRE 14C is the initial preliminary information statement filed with the Commission for the 10-day pre-clearance period; it is not delivered to holders.
• PRER14C is a revised preliminary information statement. It supersedes the prior preliminary version, remains preliminary, and is not delivered to holders. Multiple PRER14C filings can occur for a single action.
• DEF 14C is the definitive information statement actually transmitted to holders; its mailing starts the 20-day Rule 14c-2 clock.

A PRER14C does not authorize mailing; it is part of the iterative pre-clearance workflow that culminates in the DEF 14C.

Important distinctions

• Filer vs. consenting holder. The registrant files; the majority consenting shareholder is disclosed inside the document but does not file.
• Schedule 14C vs. Schedule 14A. A PRER14C signals that no proxy solicitation is occurring. Issuers actually soliciting proxies file PRER14A under Section 14(a) and Regulation 14A.
• Foreign private issuers on Form 20-F or 40-F are generally outside the Schedule 14C population, which is dominated by domestic issuers and a high concentration of small and micro-cap companies with controlling stockholders.
• Investment companies may file Schedule 14C in narrow circumstances, with mechanics identical to operating-company filings but subject to Investment Company Act overlays.
• Form type does not imply staff comments. A PRER14C indicates only that the preliminary statement is being revised; the registrant may revise on its own initiative whether or not the PRE 14C was selected for review.

Earliest availability

Section 14(c) was added to the Exchange Act by the Securities Acts Amendments of 1964 (Public Law 88-467), and Regulation 14C and Schedule 14C were adopted to implement it, so the substantive obligation dates to the mid-1960s. Electronic availability through EDGAR begins with the Schedule 14C phase-in in the early-to-mid 1990s; the earliest PRER14C records in this dataset appear from June 1994 onward. Pre-1994 revised preliminary information statements exist only as paper records and are not part of this dataset.

How This Dataset Differs From Similar Datasets or Filings

PRER14C sits in a tight cluster of shareholder-notification filings. Its neighbors divide along three axes: information statement (no vote sought, Regulation 14C) vs. proxy statement (vote sought, Regulation 14A); preliminary draft vs. revised preliminary vs. definitive mailed copy; and structured Schedule 14C disclosure vs. event-driven 8-K reporting.

PRE 14C — Original Preliminary Information Statement

Same Schedule 14C content, earlier lifecycle position. PRE 14C is the first preliminary version submitted for staff review; PRER14C is any subsequent revised preliminary version, typically responding to staff comments or revised deal terms. Neither is mailed to shareholders. To reconstruct how disclosure evolved before mailing, both are needed: PRE 14C anchors the initial draft, PRER14C captures each iteration.

DEF 14C — Definitive Information Statement

DEF 14C is the operative document furnished to shareholders under Rule 14c-2, which requires distribution at least 20 calendar days before the corporate action takes effect. PRER14C is a non-mailed working draft; DEF 14C is the mailed final. Effective-date and 20-day-clock analysis anchors on DEF 14C; PRER14C explains how the language in that final version was negotiated.

DEFA14C — Additional Definitive Materials

Filed after DEF 14C to supplement it (press releases, follow-up letters, clarifying communications). PRER14C is pre-definitive revision; DEFA14C is post-definitive supplementation. They occupy opposite sides of the definitive filing and do not substitute for each other.

PRER14A — Revised Preliminary Proxy Statement

The structural twin of PRER14C: same revised-preliminary lifecycle slot, same staff-comment dynamic. The decisive separator is whether a vote is being solicited. PRER14A is filed under Regulation 14A when the registrant is soliciting proxies; PRER14C is filed under Regulation 14C when the corporate action has already been approved (typically by written consent of a majority holder) and shareholders are only being notified. For a given action a registrant takes one track or the other, never both. Schedule 14A also requires solicitation-specific items (form of proxy, revocation, voting procedures) that Schedule 14C omits.

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

Cover the same underlying corporate actions as the 14C track (mergers, charter amendments, reverse splits, equity plans, board changes) but in vote-solicitation posture. PRE 14A parallels PRE 14C in lifecycle, DEF 14A parallels DEF 14C in mailing role, but the disclosure framework differs: 14A presumes an active vote; 14C uses notice-only language. A PRER14C filing typically signals majority written consent has already been obtained, making the 14A track unavailable.

8-K — Current Report

Often discloses the same underlying transaction (Item 1.01 material agreements, Item 2.01 completed acquisitions, Item 5.03 charter amendments, Item 5.07 vote results / written consents). 8-K is event-driven and due within four business days; PRER14C is part of a sequenced notification process with no fixed external trigger date. 8-K announces the event in brief itemized form; the 14C track delivers the full Schedule 14C disclosure (background, consenting-holder rationale, executive compensation, principal holders, dissenters' rights). They are complements: an 8-K commonly reports the written consent that makes the 14C track applicable in the first place.

Boundary summary

PRER14C is defined by the intersection of three attributes:

1. Information statement, not proxy — no vote is being solicited; the action is typically already approved by written consent.
2. Preliminary, not definitive — a draft under SEC review, not the document mailed under Rule 14c-2's 20-day requirement.
3. Revised, not original — filed after PRE 14C to reflect changes during review.

No neighbor substitutes. PRE 14C lacks the revision step. DEF 14C lacks pre-mailing draft history. DEFA14C is post-definitive. PRER14A, PRE 14A, and DEF 14A belong to the vote-solicitation regime. 8-K announces the event but omits the Schedule 14C disclosure package. PRER14C uniquely captures the revised-preliminary stage within the non-vote, written-consent notification pathway.

Who Uses This Dataset

The PRER14C corpus skews toward microcap reorganizations, going-private deals, reverse splits, charter amendments, domicile changes, and affiliated-party restructurings. The professionals below use it directly.

Securities lawyers and disclosure counsel

Schedule 14C drafters benchmark revised language against prior PRER14C amendments to anticipate staff comments. They focus on the action description, dilution mechanics, appraisal-rights disclosure, principal-holder tables, and the rationale for proceeding without a proxy. The dataset supports comment-response drafting, conflict disclosures for related-party deals, and tracking which language carried through to the eventual DEF 14C.

M&A and corporate-action specialists

Bankers, deal counsel, and corporate-action analysts use PRER14C filings as an early signal that a written-consent transaction is being repriced or restructured. They diff successive preliminaries for changes to consideration, exchange ratios, record dates, fairness-opinion summaries, and closing conditions, feeding deal timelines for go-privates, reverse mergers, share consolidations, and parent-subsidiary squeeze-outs.

Proxy advisory and governance researchers

Governance teams track PRER14C records even though no vote occurs, because the underlying actions still affect minority holders. They mine principal-holder tables, controlling-shareholder identity, board-approval narratives, and related-party disclosures to flag controlled-company behavior, build watchlists of charter amendments executed by consent, and source case studies for policy updates.

Activist investors and minority-shareholder advocates

Activist funds and plaintiff-side firms monitor unilateral majority-holder actions. They focus on fairness-opinion summaries, treatment of unaffiliated holders, appraisal-rights disclosure, and valuation or process changes between PRE 14C and PRER14C. Outputs include demand letters, books-and-records requests, and appraisal petitions.

Financial-data vendors

Data engineering teams ingest the full PRER14C corpus to populate corporate-action feeds and issuer-history tables. They rely on accession-level metadata, filer CIKs, filing dates, and structured exhibits to normalize events for charter amendments, splits, name changes, and reorganizations served downstream through APIs and terminals.

Academic researchers

Corporate-finance, law, and accounting researchers use PRER14C filings as a sample frame for studies of freeze-outs, controlled-company behavior, and written-consent governance. They use filer characteristics, revision frequency, PRE-to-PRER intervals, and narrative content for panel datasets, event studies, and textual analysis.

Broker-dealer and transfer-agent compliance

Operations and compliance staff anticipate corporate-action processing by parsing record dates, exchange ratios, cash-out amounts, reverse-split factors, and effective dates. They watch for revisions to action mechanics and timing to keep position-adjustment workflows, customer notifications, and corporate-action queues aligned with the final terms.

Fintech engineers

Teams building filing-monitoring, alerting, and retrieval systems treat PRER14C as a self-contained corpus of revised preliminaries. They use document structure, exhibits, HTML and TXT renditions, and metadata to train classifiers (going-private vs. reverse split vs. charter amendment), build PRE-to-PRER diff tools, and power summarization pipelines and embeddings indexes for compliance dashboards and copilots.

Small-cap and microcap equity analysts

Sell-side and independent analysts covering thinly traded issuers track PRER14C filings for going-privates, capital-structure overhauls, and parent-subsidiary cleanups executed by consent. They focus on the action description, pro forma capital structure, executive-compensation changes at closing, and revised consideration or timing to update theses, reset targets, or discontinue coverage.

Forensic accountants and related-party investigators

Forensic accountants, fraud examiners, and litigation-support analysts study related-party deals where a controlling holder sits on both sides. They review beneficial-ownership disclosures, affiliated-party arrangements, transaction-linked compensation, and fairness-opinion methodology, comparing revisions across preliminaries to support expert reports and identify serial filers whose consent transactions repeatedly favor insiders.

Specific Use Cases

PRER14C records anchor a small but information-dense set of workflows centered on revised preliminary information statements filed by issuers acting through written consent. The use cases below tie directly to the parsed metadata, the primary information-statement document, and the as-filed exhibits inside each accession folder.

Diff revisions against the prior PRE 14C to reverse-engineer staff comments

Pair each PRER14C with the immediately preceding PRE 14C (or earlier PRER14C) by the same filer CIK and run a section-level diff over the action description, principal-holder table, dilution mechanics, and appraisal-rights language. The "Amendment No." marker on the cover page indicates the revision iteration. Output is a comment-response checklist that disclosure counsel can reuse on similar going-private, reverse-split, or charter-amendment matters before resubmission.

Track written-consent corporate actions at small-cap and microcap issuers

Stream new PRER14C accessions, filter entities[] by SIC code or stateOfIncorporation, and classify the primary document into reverse split, name change, increase in authorized shares, going-private, reincorporation, or equity-plan amendment. The output feeds a microcap event calendar with anticipated effective dates (the cover-page letter typically cites the Rule 14c-2 twenty-day clock) for analyst coverage decisions and corporate-action processing queues.

Build an exhibit-level corpus of charter amendments, merger agreements, and equity plans

Extract every EX--typed <DOCUMENT> block from documentFormatFiles[] and group by exhibit type to assemble a precedent library of certificates of amendment, merger agreements, equity-incentive plans, and stock purchase agreements that were appended as annexes. The library supports drafting templates for transaction counsel and is also a sample frame for academic textual analysis of consent-driven deal documents.

Flag controlled-company and related-party freeze-outs for governance and litigation review

Parse the principal-holder table (Item 6 / Schedule 14A Item 6 disclosures) and the "interests of certain persons" section to identify deals where the consenting majority holder sits on both sides. Track changes between PRE 14C and PRER14C in the fairness-opinion summary, consideration, and treatment of unaffiliated holders. Output is a watchlist of going-private and squeeze-out candidates for activist funds, plaintiff-side firms, and proxy advisory governance teams.

Reconstruct the PRE 14C to PRER14C to DEF 14C trajectory for a single transaction

Using entities[].cik and filedAt timestamps, link each PRER14C back to its initiating PRE 14C and forward to the eventual DEF 14C across separate accessions. The trajectory yields PRE-to-PRER intervals, revision counts, and final-mailed language, which feeds event studies on staff-review duration, panel datasets on written-consent governance, and post-mortems on which negotiated language survived to the mailed information statement.

Power filing-monitoring, classification, and summarization pipelines

Treat the corpus as a self-contained training and retrieval set. Use the HTML primary document and SGML wrappers to train classifiers that distinguish going-private, reverse split, charter amendment, and equity-plan filings; build PRE-to-PRER diff tools keyed on accession lineage; and generate embeddings over the action-description and exhibit text for compliance copilots, alerting systems, and analyst dashboards.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-prer14c-files.json

The dataset index endpoint returns metadata describing the Form PRER14C Files Dataset, including the dataset name and description, the timestamp of the most recent refresh, the earliest sample date, total record and size counts, the covered form types, the container format, and the included file types. It also returns the download URL for the full dataset archive and the list of individual containers, each with its own size, record count, last updated timestamp, and download URL. This endpoint can be polled daily to detect which containers were touched in the most recent refresh run, so downstream pipelines can selectively download only the containers that changed instead of pulling the entire archive.

This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-697c-9d43-940d0835582a",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-prer14c-files.zip",
        

          4
            "name": "Form PRER14C Files Dataset",
        

          5
            "updatedAt": "2026-04-25T03:05:10.482Z",
        

          6
            "earliestSampleDate": "1994-06-01",
        

          7
            "totalRecords": 3513,
        

          8
            "totalSize": 181363911,
        

          9
            "formTypes": ["PRER14C"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-prer14c-files/2026/2026-04.zip",
        

          15
                "key": "2026/2026-04.zip",
        

          16
                "size": 4218734,
        

          17
                "records": 18,
        

          18
                "updatedAt": "2026-04-25T03:05:10.482Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-prer14c-files.zip?token=YOUR_API_KEY

Downloads the complete Form PRER14C Files Dataset as a single ZIP archive containing all monthly containers from June 1994 to the present. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-prer14c-files/2026/2026-04.zip?token=YOUR_API_KEY

Downloads one individual monthly container archive instead of the full dataset, which is useful for incremental updates after consulting the index API to determine which months changed. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form PRER14C — the EDGAR cover-form code for a revised preliminary information statement on Schedule 14C, filed under Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14C. PRER14C sits between the initial PRE 14C and the definitive DEF 14C in the Schedule 14C lifecycle and is not delivered to shareholders.

What does one record in this dataset represent?

One record is one complete EDGAR submission of a single PRER14C filing, stored as an accession-number folder containing a parsed metadata.json plus all as-filed submission documents (the primary information statement and any exhibits or annexes), with the SGML <DOCUMENT> wrapper preserved. The folder name is the 18-digit accession number with dashes stripped, mirroring EDGAR's path convention.

Who is required to file Form PRER14C?

The registrant — typically a domestic operating, holding, or shell company registered under Section 12 of the Exchange Act or reporting under Section 15(d) — files PRER14C when it is taking a corporate action by majority written consent and must revise its previously filed PRE 14C before issuing a DEF 14C. The consenting majority shareholder is disclosed inside the document but is never the EDGAR filer.

What time period does the dataset cover?

The dataset begins on June 1, 1994 — the earliest PRER14C availability under EDGAR's Schedule 14C phase-in — and runs through the present, with new accessions added as EDGAR accepts them. Pre-1994 revised preliminary information statements exist only as paper records and are not included.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers keyed YYYY/YYYY-MM.zip. Inside each container, file types include TXT, JSON, HTML, and PDF; image files such as GIF, JPG, and PNG are categorically excluded. Modern records typically consist of an HTML primary document plus the JSON metadata file.

How does this dataset differ from PRE 14C and DEF 14C datasets?

PRE 14C is the initial preliminary information statement; PRER14C is any subsequent revised preliminary version (often responding to SEC staff comments); DEF 14C is the definitive statement actually mailed to shareholders and that starts the Rule 14c-2 twenty-day clock. PRER14C uniquely captures the revised-preliminary stage within the non-vote, written-consent notification pathway and is not a substitute for either neighbor.

How does PRER14C differ from PRER14A?

PRER14A and PRER14C occupy the same revised-preliminary lifecycle slot but belong to different regulatory regimes: PRER14A is filed under Regulation 14A when the registrant is soliciting proxies for a shareholder vote, while PRER14C is filed under Regulation 14C when the corporate action has already been approved by written consent and shareholders are only being notified. A registrant takes one track or the other for a given action, never both.