Form SC 13E1 Files Dataset

The Form SC 13E1 Files Dataset is a corpus of EDGAR submissions filed under Rule 13e-1 of the Securities Exchange Act of 1934, in which an issuer discloses its intention to purchase its own equity securities while a third-party tender offer for that same class is pending under Section 14(d)(1). Each record is a single SC 13E1 statement or SC 13E1/A amendment, packaged as an accession numbered folder containing a metadata.json sidecar plus every text and markup document from the original EDGAR submission. The filer is always the target issuer, not the bidder, and the dataset includes both initial statements and their subsequent amendments. Coverage begins in February 1996, the start of the EDGAR mandatory-electronic-filing era for this form type, and runs to the present. The dataset is distributed as ZIP containers and contains TXT, HTML, and JSON file types.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures the full population of SC 13E1 and SC 13E1/A filings on EDGAR from February 1996 forward. Form SC 13E1 is the transaction statement prescribed by Rule 13e-1: it prohibits an issuer whose equity securities are the subject of a third-party Section 14(d)(1) tender offer from purchasing those securities for its own account during the pendency of that offer unless it first files a statement disclosing the contemplated repurchases. SC 13E1/A denotes any amendment to a previously filed SC 13E1, used to update repurchase parameters, funding sources, retirement-versus-treasury treatment, or other material facts as the third-party tender offer evolves.

The form is short by SEC standards. Its substantive content is built around three numbered items required by the rule, anchored at the front by a cover page that includes the Calculation of Filing Fee table and closed at the end by a signature block. SC 13E1 is not a periodic report, contains no audited financial statements, and is not part of the SEC's structured-data tagging regime; the disclosure is narrative and quantitative but not rendered as XBRL-tagged line items. Records are delivered as ZIP containers; inside each container, every record is one folder named after the EDGAR accession number with separators stripped, holding metadata.json plus the full set of EDGAR-submitted documents (excluding binary image attachments).

Content Structure of a Single Record

One record in the Form SC 13E1 Files Dataset is a single EDGAR submission of either an original Form SC 13E1 statement or an SC 13E1/A amendment, identified by a unique EDGAR accession number. Physically, the record is one folder named after the accession number with all separators stripped (accession 0000898822-03-000102 becomes the directory 000089882203000102). The folder contains a metadata.json sidecar describing the EDGAR submission header, plus the full set of EDGAR-submitted documents for that filing (excluding binary image attachments, which the dataset omits). The unit of analysis is therefore the entire filing as it was submitted to EDGAR, not an extracted item, table, observation, or single document.

Two structural layers of a record

A record has two layers that should be kept distinct when reading or parsing it:

1. Dataset packaging layer — the accession-numbered folder containing metadata.json plus every non-image document from the EDGAR submission. The file-types found in the dataset are TXT (plain ASCII bodies typical of older filings, all wrapped in EDGAR SGML), HTM/HTML (rendered bodies for more recent filings, also SGML-wrapped), and JSON (the metadata sidecar). Image attachments from the original EDGAR submission are deliberately omitted.
2. Filing layer — the SC 13E1 transaction statement itself, which lives inside an EDGAR SGML <DOCUMENT> envelope and contains the cover-page identification block, the Calculation of Filing Fee table, the three Rule 13e-1 items, and the signature block.

metadata.json

The sidecar JSON re-expresses the EDGAR submission header in machine-readable form. The fields that carry intentional, documented meaning are:

• formType — SC 13E1 for an original statement or SC 13E1/A for an amendment.
• accessionNo — the EDGAR accession number in dashed form (0000898822-03-000102).
• filedAt — the EDGAR acceptance timestamp in ISO 8601 with timezone offset.
• description — the human-readable form description, typically Form SC 13E1 - Statement of issuer required by Rule 13e-1 or the corresponding amendment phrasing.
• linkToFilingDetails, linkToTxt, linkToHtml — URLs pointing respectively to the primary document, the complete submission text bundle, and the EDGAR -index.htm landing page on sec.gov.
• linkToXbrl — present in the schema but empty for SC 13E1, since the form does not carry XBRL tagging.
• id — an internal 32-character hex identifier for the record.
• documentFormatFiles — an array of descriptors, one per document submitted in the filing. Each descriptor carries sequence (ordering string; the complete-submission entry conventionally uses a single space), size (byte length), documentUrl (direct sec.gov link), description (a short label such as RULE 13E-1 TRANSACTION STATEMENT or Complete submission text file), and type (the SEC document type tag — SC 13E1, an exhibit code, or blank for the complete-submission bundle).
• dataFiles — array of structured-data attachments; empty for SC 13E1.
• seriesAndClassesContractsInformation — array reserved for fund-filing series/class identifiers; empty for SC 13E1.
• entities — array of parties associated with the filing. Because SC 13E1 is filed by an issuer about its own securities, the filer and the subject company are usually the same legal entity, with the role distinction encoded as a (Filed by) or (Subject) suffix appended to companyName. Each entity object may carry cik (CIK), companyName, sic (SIC code with industry label), irsNo, stateOfIncorporation, fiscalYearEnd (MMDD), and the EDGAR identifiers act, fileNo (file number), filmNo, and type. The fuller identifier set is typically populated only on the subject-company entry.

EDGAR SGML document wrapper

Every submitted document inside the folder is wrapped in the standard EDGAR SGML envelope. The wrapper opens with <DOCUMENT> and a small header block of pseudo-tags — <TYPE> (e.g. SC 13E1 or an exhibit code), <SEQUENCE> (document order within the submission), <FILENAME> (original file name), and <DESCRIPTION> (a short label such as RULE 13E-1 TRANSACTION STATEMENT) — followed by the document body inside <TEXT>...</TEXT> and a closing </DOCUMENT>. The body is plain ASCII in older filings and HTML markup in newer ones; the SGML envelope itself is preserved across both eras and is identical in structure regardless of body format.

The Rule 13e-1 transaction statement body

Inside the <TEXT> block, the SC 13E1 statement is laid out in a fixed sequence prescribed by the form:

• Cover page / identification block. Names the issuer, lists the title and CUSIP of the class of equity securities subject to the third-party tender offer, identifies the natural person authorized to receive notices and communications on behalf of the issuer (typically a senior officer or general counsel), names outside counsel under a "copies to" caption, and states the date the statement is filed.
• Calculation of Filing Fee table. A small tabular block disclosing the "Transaction valuation" (the aggregate value of equity to be repurchased) and the corresponding "Amount of filing fee," historically calculated at 1/50 of one percent of the transaction valuation, with footnotes describing the basis of valuation and any prior-fee offsets claimed under Rule 0-11(a)(2). Because the SEC has periodically reset the per-million fee rate, the precise multiplier applied to the transaction valuation varies by filing date.
• Item 1. Security and Issuer. Identifies the issuer and its principal executive office address and describes the class of securities to be purchased, including the maximum dollar amount or share count the issuer intends to repurchase and the venue or venues through which the purchases will be effected (a national securities exchange such as the NYSE or Nasdaq, an alternative trading system, or privately negotiated transactions).
• Item 2. Purposes of the Repurchases. Sets out the issuer's stated rationale for purchasing its own shares during the pendency of the third-party tender offer (for example, an ongoing corporate share-repurchase program, capital management, or employee benefit plan funding) and discloses whether repurchased securities will be retired, returned to authorized but unissued status, or held in treasury.
• Item 3. Source and Amount of Funds or Other Consideration. Discloses the source of funds (working capital, general corporate funds, a specific revolving credit facility, equity-issuance proceeds), the aggregate amount, and any material conditions attached to the financing. Where borrowed funds are used, the item identifies the lender and the material loan terms; where the credit facility is described in another SEC filing, that filing is incorporated by reference rather than restated.
• Signature block. A short closing block in which the signer certifies, after due inquiry and to the best of his or her knowledge and belief, that the information set forth in the statement is true, complete, and correct, followed by the manual or conformed signature of an authorized officer, that officer's printed name and title, and the date of signing.

Exhibits

Form SC 13E1 may carry exhibits — most commonly a copy of (or reference to) a credit agreement when borrowed funds finance the repurchase, or a board resolution authorizing the program. Many SC 13E1 filings rely on incorporation by reference to documents already on file with the SEC and submit only the primary transaction statement; in that case documentFormatFiles lists only the primary SC 13E1 document and the Complete submission text file bundle. When exhibits are filed natively, they appear as additional <DOCUMENT> blocks within the submission and as additional descriptors in documentFormatFiles, each tagged with its own SEC exhibit code.

Included content

For every accession number in the dataset, the record contains:

• The complete metadata.json describing the EDGAR submission header, the filer/subject entities, and the per-document descriptors.
• Every text and markup document that was part of the original EDGAR submission, preserved with its SGML envelope and original filename — the primary Rule 13e-1 transaction statement and any natively filed exhibits.

Excluded or separate content

• Image files (logos, scanned signature pages, embedded graphics) from the original EDGAR submission are stripped during dataset packaging. Because SC 13E1 statements are predominantly textual, this rarely removes substantive content; however, a record that originally contained a scanned signature image will retain only the textual signature block.
• Documents incorporated by reference to other SEC filings (most commonly credit agreements, prior periodic reports, or board materials) are not pulled into the record. The SC 13E1 carries only the cross-reference; the underlying document remains in its source filing on EDGAR.
• A folder may therefore contain fewer files than the original EDGAR submission index advertises if the original submission included image attachments.

Changes in required content over time

The substantive Rule 13e-1 disclosure architecture — the three-item structure, the cover-page identification, the filing-fee calculation, and the signature certification — has been stable since the SEC reorganized Schedule 13E-1 disclosures into the modern Form SC 13E1 in the late 1990s. Variation that surfaces across the corpus includes:

• Filing fee mechanics. The Calculation of Filing Fee table reflects whichever per-million fee rate was in effect on the filing date. The SEC has periodically reset that rate, and amendments to Rule 0-11 introduced more elaborate footnote conventions for prior-fee offsets. Later filings often carry a fuller "Fee paid previously with preliminary materials" or offset clause than mid-1990s filings.
• Cover-page contact disclosures. The conventions for the "person authorized to receive notices" and "copies to" outside counsel block became more standardized after the late-1990s tender-offer reforms; earlier filings sometimes use ad hoc captions that do not align cleanly with the modern template.
• Amendment numbering. SC 13E1/A filings progressively adopted a convention of numbering amendments on the cover page and restating the full statement rather than filing only delta language, although both styles appear in the historical record.

Changes in data format over time

The corpus begins in February 1996 (the EDGAR mandatory-electronic-filing era) and runs to the present. The format evolution mirrors the broader EDGAR transition:

• 1996 through the late 1990s. Filings are submitted as plain ASCII text inside the EDGAR SGML envelope. The Rule 13e-1 statement is delivered as a single .txt document with monospaced columnar formatting for the Calculation of Filing Fee table and uppercase item headings.
• Early to mid 2000s. HTML-bodied documents begin to appear inside the same SGML envelope. The <TEXT> block now carries <HTML>...</HTML> markup; the cover page, fee table, and items are rendered with HTML headings and tables instead of monospaced ASCII. The SGML wrapper, the <TYPE>/<SEQUENCE>/<FILENAME>/<DESCRIPTION> pseudo-tags, and the document-by-document submission structure are unchanged.
• Late 2000s onward. Filings are predominantly HTM/HTML, with the SGML envelope still wrapping each document for EDGAR transport. The cover page commonly uses HTML tables for the filing-fee calculation, and the three-item structure is rendered with semantic HTML headings.

The format evolution is confined to the ASCII-to-HTML transition within the SGML envelope; SC 13E1 was never folded into the SEC's XBRL or inline-XBRL tagging program.

Interpretation and extraction notes

• Filer and subject identity. Because the issuer is filing about its own securities, the (Filed by) and (Subject) entries in metadata.json typically refer to the same legal entity. Treat them as a single party rather than two distinct counterparties.
• Linking amendments to originals. SC 13E1/A records have their own accession numbers and are not joined to the parent statement by a shared identifier. Reconstructing a series requires matching on issuer CIK and the SEC file number (fileNo on the subject entity) and ordering by filedAt; SC 13E1 has no equivalent of the Schedule 13D group-indicator field.
• Incorporation by reference. Item 3 financing disclosures frequently incorporate credit-agreement terms by reference to a prior 10-K, 10-Q, or 8-K exhibit. Readers extracting funding terms from the body text alone will miss material conditions that live in the referenced filing.
• SGML envelope handling. Machine extraction of the body text requires stripping the <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> pseudo-tags. The same parser handles both ASCII-era and HTML-era documents because the wrapper is identical across eras; only the body inside <TEXT> shifts from plain ASCII to HTML.
• Calculation of Filing Fee table as the canonical scalar. The transaction valuation in the fee table is the most reliable scalar for the size of the contemplated repurchase. The narrative of Item 1 may state the maximum dollar amount differently (for example, as a board-authorized program ceiling) and the two figures need not match exactly.
• Signature evidence after image stripping. A record that lacks an image of a hand-signed signature page is not defective; image files are removed during dataset packaging, and the textual signature block under the SIGNATURE heading remains the authoritative execution evidence in the dataset copy.
• Record boundary versus tender-offer narrative. A single SC 13E1 record discloses only the issuer's planned purchases under Rule 13e-1; the third-party tender offer that triggers the filing lives in separate Schedule TO (or, historically, Schedule 14D-1) records on EDGAR and is not included in this dataset.

Who Files or Publishes This Dataset, and When

Each record is a single statement filed under Rule 13e-1 by an issuer that intends to purchase its own equity securities while a third-party tender offer for that same class is pending. The filer is the target issuer, not the bidder. SC 13E1/A records are amendments filed by the same issuer to update, correct, or supplement an earlier SC 13E1 while the underlying third-party offer remains open.

Who files

The filing population is narrow: issuers whose equity securities are the subject of an ongoing third-party tender offer that itself qualifies as a Section 14(d)(1) tender offer under the Exchange Act. Three conditions characterize a typical filer:

• It has a class of equity securities registered under Section 12, or is otherwise the subject of a Section 14(d)(1) bid.
• A third-party bidder (an unaffiliated acquirer or another shareholder) has launched the underlying tender offer; the issuer is not making a self-tender.
• The issuer intends, during the pendency of that bid, to acquire its own securities through a channel outside the third-party offer (open-market purchases, privately negotiated trades, or similar transactions).

The obligation sits on the issuer in its corporate capacity. Affiliates participating in the same purchasing program may be named or jointly required to file, but Rule 13e-1's primary filer is the target issuer.

Trigger logic

Rule 13e-1 is event-driven, not periodic. The trigger is the conjunction of two conditions:

1. A Section 14(d)(1) third-party tender offer is pending for the issuer's equity securities.
2. The issuer intends to purchase any securities of the class subject to that offer (or a class convertible into it) during the pendency of the offer.

When both conditions hold, Rule 13e-1 prohibits the issuer from effecting any such purchase until it has filed the required statement with the Commission. The filing is a precondition to repurchasing, not a post-event report.

Deadline logic

There is no countdown clock and no fixed cadence. The filing is timed to the issuer's own intended purchase activity: the statement must be on file before the first repurchase, and any purchase before filing would violate Rule 13e-1. The obligation persists as long as the third-party offer remains pending and the issuer continues or intends to continue parallel repurchases. A filing fee, calculated on the aggregate value of the proposed purchases, is paid at submission.

Regulatory chain

The authority chain is straightforward:

• Section 13(e) of the Exchange Act authorizes the Commission to regulate issuer purchases of its own securities.
• Rule 13e-1, promulgated under Section 13(e), imposes the specific advance-disclosure obligation that produces SC 13E1.
• Section 14(d)(1) defines the universe of third-party tender offers whose pendency activates Rule 13e-1. If the underlying offer is not a Section 14(d)(1) tender offer, Rule 13e-1 does not apply.
• Section 13(e), Section 14(d), and the broader tender-offer framework originate in the Williams Act amendments of 1968.

EDGAR coverage of SC 13E1 begins in February 1996, reflecting the phased rollout of electronic filing for this form type; earlier statements exist only in paper.

SC 13E1 vs SC 13E1/A

The initial SC 13E1 is filed before the issuer's first repurchase during the pending third-party offer. A SC 13E1/A is filed when the information previously disclosed changes materially or otherwise needs correction or supplementation while the third-party offer remains pending. Typical amendment triggers include changes in:

• the number, title, or class of securities the issuer intends to purchase
• the source or amount of funds or other consideration
• the identity of persons from whom securities will be acquired
• the market or mechanism for the purchases
• the disposition of repurchased securities (retirement versus treasury)
• the status of the underlying third-party offer (termination, expiration, or modification affecting the issuer's continuing obligation)

The amendment is filed by the same issuer and carries the same EDGAR accession lineage as the original.

Important distinctions

• Bidder disclosure on the underlying offer is filed on Schedule TO (historically Schedule 14D-1), not on SC 13E1.
• Issuer self-tenders are filed on Schedule TO under Rule 13e-4 (formerly Schedule 13E-4), not on SC 13E1.
• The target's substantive recommendation or response to the third-party bid is filed on Schedule 14D-9 under Rule 14d-9. SC 13E1 addresses only the issuer's parallel repurchase activity.
• Going-private transactions by an issuer or its affiliates use Schedule 13E-3 under Rule 13e-3, a separate Section 13(e) regime.
• Routine buybacks conducted outside a pending Section 14(d)(1) tender offer are not Rule 13e-1 events. They operate under Rule 10b-18 and Regulation M and are disclosed in Form 10-Q and Form 10-K repurchase tables.
• Foreign private issuers fall within Rule 13e-1 only when their securities are themselves subject to a Section 14(d)(1) bid; the filer set skews to issuers actively contesting or responding to a U.S.-jurisdictional offer.
• Record counts are small relative to other Section 13(e) and Section 14(d) form types, reflecting the narrow trigger conjunction.

How This Dataset Differs From Similar Datasets or Filings

Form SC 13E1 sits in a narrow corner of the tender-offer and issuer-repurchase regime. It is easily confused with adjacent filings that touch issuer share purchases or tender-offer mechanics. The contrasts below mark the boundaries.

Schedule TO-I (issuer self-tender, Rule 13e-4)

TO-I is filed when the issuer is itself the bidder, soliciting tenders from holders with full offer terms, financing, and the offer-to-purchase. SC 13E1 is the inverse posture: a third party is the bidder, and the issuer is making side purchases of its own shares outside that offer.

Schedule TO-T (third-party tender, Rule 14d-1)

TO-T is the outside bidder's commencement filing under Section 14(d)(1); it creates the regulatory window in which Rule 13e-1 applies. SC 13E1 is the target issuer's paired disclosure of its own contemporaneous repurchases during that same window. See also Rule 14d-1.

Schedule 13E-3 (going-private, Rule 13e-3)

Both share the "13e" label and the issuer-purchase theme, but 13E-3 governs transactions that take the company private and demands fairness, valuation, and purpose-and-effect disclosure. SC 13E1 is a procedural notice of ordinary repurchases during another party's tender offer, with no structural change to public status.

Schedule 14D-9 (target recommendation)

14D-9 conveys the target board's recommendation, background, and fairness opinions in response to a third-party offer; SC 13E1, also filed by the target during that offer, addresses only whether and how the issuer will buy its own shares. A target may file both, but they answer different questions.

Schedule 13D / 13G (beneficial ownership)

Schedule 13D and Schedule 13G are filed by outside 5 percent holders to report accumulated beneficial ownership under Sections 13(d) and 13(g). SC 13E1 is filed by the issuer about its own repurchase activity and never reports third-party stakes; the only similarity is the "13" numbering.

Rule 10b-18 buybacks and Item 703 tables in 10-Q / 10-K

Periodic Item 703 / Item 5(c) tables disclose ordinary-course open-market repurchases retrospectively and in aggregate, regardless of any tender offer. SC 13E1 is event-driven and prospective, triggered solely by a pending third-party tender offer; it identifies a specific Rule 13e-1 event rather than a quarterly buyback footprint.

Form 8-K repurchase announcements

8-K items (typically 8.01) announce new buyback authorizations or program completions as general current reports, with no prescribed schedule of line items. SC 13E1 is a dedicated Rule 13e-1 schedule requiring title and amount of securities, sellers, market used, treasury-versus-retirement treatment, and source of funds; an 8-K does not satisfy Rule 13e-1 and vice versa.

Boundary summary

SC 13E1 is uniquely defined by one trigger: a Section 14(d)(1) tender offer is pending and the target issuer wants to purchase its own equity outside that offer. TO-I covers issuer-launched offers, TO-T the third-party bidder side, 14D-9 the target's recommendation, 13E-3 going-private deals, and Item 703 tables plus Form 8-K items the ordinary repurchase stream. SC 13E1 occupies the intersection none of those cover, and it is best paired with TO-T and 14D-9 to reconstruct a full tender-offer event rather than substituted for any general repurchase or ownership dataset.

Who Uses This Dataset

The SC 13E1 corpus is too small for quantitative signals but valuable as a near-complete precedent archive. Users are concentrated in legal, transactional, event-driven, and academic roles where comparative depth matters more than volume.

Tender-offer counsel

Outside M&A and securities lawyers advising issuers, bidders, or financial advisers use the corpus as a precedent library when drafting new SC 13E1 statements or structuring contemporaneous repurchase programs during a third-party bid. They focus on the description of securities, identity of counterparties, the trading venue or repurchase mechanism, the stated purpose (treasury vs. retirement), and source-and-amount-of-funds language. Amendments (SC 13E1/A) show how counsel handled mid-offer fact changes.

In-house securities and compliance teams

Issuer-side counsel and compliance officers consult prior filings when evaluating whether to continue buyback activity during an unsolicited bid. They study how peers framed the relationship between an open-market or privately negotiated repurchase and a pending Section 14(d)(1) offer, then translate that into trading-window policies, board memoranda on defensive repurchases, and pre-clearance procedures.

Risk-arbitrage and event-driven desks

Arbitrage and event-driven analysts mine historical filings to build a qualitative playbook for active deals: whether the target intends to compete with the bidder for shares, the size and pricing mechanism of issuer purchases, and the funding source. The persons-from-whom-acquired field and venue of purchase help distinguish defensive repurchases from routine buyback continuation, informing watchlist construction and situational memos.

Corporate development teams

Strategy teams at potential bidders study how prior targets used Rule 13e-1 to resist offers; teams at likely targets do the reverse to build defensive playbooks. They look at the title and number of securities, treatment as treasury or retired stock, and funding source as proxies for financial commitment and defensive intent.

Regulators and enforcement staff

Tender-offer reviewers reference the historical population when issuing comment letters, assessing whether a current issuer's contemporaneous repurchases were properly disclosed, and developing guidance on the interaction between Rule 13e-1, Rule 13e-4, and Section 14(d). Full filing text, exhibits, and amendment chains support retrospective review.

Proxy advisers and governance researchers

Governance teams cross-reference SC 13E1 filings with proxy contests and control outcomes when scoring takeover-defense behavior or preparing engagement notes for institutional clients.

Academic and historical researchers

Corporate-finance and securities-law academics treat the corpus as a near-complete sample frame for small-N case studies on issuer self-interested behavior during contests for control. Practitioner-historians use the longitudinal coverage to trace how defensive repurchase tactics evolved across regulatory eras. Both rely on the disclosure narrative, funding source, counterparty identification, and timing relative to the third-party offer.

Litigation support and expert witnesses

Experts retained in tender-offer, fiduciary-duty, or disclosure-adequacy disputes cite historical SC 13E1 filings to benchmark industry practice and to argue whether a defendant's conduct during a pending offer was consistent with prior issuer behavior.

Value lies in completeness, not scale. The dataset supports precedent-driven drafting, defensive-tactics analysis, comparative regulatory review, and case-study research, rather than statistical modeling.

Specific Use Cases

The corpus functions as a near-complete precedent archive rather than a quantitative signal source. The use cases below reflect that posture: comparative drafting, historical reconstruction, and qualitative case work.

Drafting a new SC 13E1 from precedent

When a third-party tender offer commences and the target issuer wants to keep buying its own stock, counsel pulls the full corpus to draft the Rule 13e-1 statement. The Item 1 description of securities, Item 2 treasury-vs-retirement language, and Item 3 source-of-funds clauses across prior filings serve as a precedent bank. The Calculation of Filing Fee table and amendment cover-page conventions are reused to align the new filing with current SEC formatting expectations.

Reconstructing complete tender-offer events

Researchers and litigation experts pair each SC 13E1 with the contemporaneous Schedule TO-T (bidder) and Schedule 14D-9 (target recommendation) on EDGAR to assemble a full event file. Matching is done on subject-company CIK, the SEC fileNo on the subject entity, and filedAt timestamps. The output is an event-level dossier showing how the issuer's defensive or routine repurchases were timed against the bidder's offer windows and the board's recommendation.

Building amendment chains for mid-offer fact changes

Because SC 13E1/A records carry their own accession numbers without a parent pointer, users group amendments to an original statement by joining on issuer CIK and fileNo and ordering by filedAt. Diffing the Item 3 funding source, Item 1 maximum dollar amount, and Calculation of Filing Fee transaction valuation across the chain shows how repurchase parameters and financing terms evolved as the third-party offer progressed. This supports counsel checklists for what typically gets amended and when.

Benchmarking source-and-amount-of-funds disclosure

Issuer-side compliance teams and expert witnesses extract the Item 3 narrative across the corpus to benchmark how peers describe working capital, revolving credit facilities, and incorporation-by-reference to credit agreements in earlier 10-K or 8-K exhibits. The output supports drafting standards, comment-letter responses, and expert reports on whether a specific Item 3 disclosure was consistent with industry practice.

Tracing the evolution of defensive repurchase practice

Academic and practitioner-historian users read the corpus longitudinally, using filedAt to bucket filings by regulatory era (pre- and post-2000 tender-offer reforms, post-Rule 0-11 fee-table revisions, ASCII-era vs HTML-era submissions). The Item 2 stated purpose and treasury-vs-retirement election are coded across eras to track how issuers framed contemporaneous repurchases as routine program continuation versus active competition with the bidder.

Mapping counsel and trading-venue patterns

Corporate development and event-driven analysts parse the cover-page "person authorized to receive notices" and "copies to" outside-counsel block, plus the Item 1 venue (NYSE, Nasdaq, ATS, or privately negotiated) across the corpus. The result is a small but complete map of which law firms handle Rule 13e-1 work and which execution venues issuers historically use during a pending third-party bid, useful for shortlisting counsel and anticipating an opponent's repurchase mechanics.

Dataset Access

The Form SC 13E1 Files Dataset is accessible through three endpoints: a JSON metadata index, a full archive download, and per-container downloads.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-13e1-files.json

This endpoint returns dataset-level metadata (name, description, last update timestamp, earliest sample date, total records, total size, covered form types, container format, and file types), the full dataset download URL, and the list of container files with per-container size, record count, updated timestamp, and download URL. Use it to monitor which containers were refreshed in the latest run and to decide which containers to download incrementally. This endpoint does not require an API key.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6a4b-8806-ce3389c51240",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-13e1-files.zip",
        

          4
            "name": "Form SC 13E1 Files Dataset",
        

          5
            "description": "Form SC 13E1 filings contain statements required under Rule 13e-1 of the Securities Exchange Act of 1934. This rule prohibits an issuer from purchasing its own equity securities during a third-party tender offer made under Section 14(d)(1) unless the issuer first files a disclosure statement with the SEC.",
        

          6
            "updatedAt": "2026-04-16T08:43:17.996Z",
        

          7
            "earliestSampleDate": "1996-02-01",
        

          8
            "totalRecords": 67,
        

          9
            "totalSize": 757661,
        

          10
            "formTypes": ["SC 13E1", "SC 13E1/A"],
        

          11
            "containerFormat": "ZIP",
        

          12
            "fileTypes": ["TXT", "JSON", "HTML"],
        

          13
            "containers": [
        

          14
              {
        

          15
                "downloadUrl": "https://api.sec-api.io/datasets/form-sc-13e1-files/2026/2026-03.zip",
        

          16
                "key": "2026/2026-03.zip",
        

          17
                "size": 13818,
        

          18
                "records": 2,
        

          19
                "updatedAt": "2026-04-16T08:43:17.996Z"
        

          20
              }
        

          21
            ]
        

          22
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-13e1-files.zip?token=YOUR_API_KEY

Downloads the complete dataset archive in a single request, covering all SC 13E1 and SC 13E1/A filings since the earliest sample date of 1996-02-01. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-sc-13e1-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one individual container (e.g., a monthly archive) using the key or downloadUrl returned by the dataset index. Use this to fetch only the containers that changed in the latest refresh instead of re-downloading the full archive. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers Form SC 13E1, the transaction statement required by Rule 13e-1 of the Securities Exchange Act of 1934, together with its SC 13E1/A amendments. SC 13E1 is filed by an issuer to disclose intended purchases of its own equity securities while a third-party Section 14(d)(1) tender offer for those securities is pending.

What does one record in this dataset represent?

One record is a single EDGAR submission of either an original SC 13E1 statement or an SC 13E1/A amendment, identified by a unique EDGAR accession number and packaged as one folder. The folder contains a metadata.json sidecar plus every text and markup document from the original EDGAR submission, including the Rule 13e-1 transaction statement and any natively filed exhibits.

Who is required to file Form SC 13E1?

The filer is the target issuer — the company whose equity securities are the subject of an ongoing third-party Section 14(d)(1) tender offer — when that issuer intends to purchase any securities of the same class outside the bidder's offer. The bidder, by contrast, files Schedule TO; an issuer launching its own self-tender files under Rule 13e-4, not Rule 13e-1.

When must an SC 13E1 be filed?

Rule 13e-1 is event-driven, not periodic. The statement must be on file with the SEC before the issuer makes its first repurchase during the pending third-party offer; any purchase before filing would violate the rule. SC 13E1/A amendments are filed when previously disclosed information changes materially while the underlying offer remains open.

What time period does the dataset cover?

Coverage begins on 1996-02-01, the start of EDGAR mandatory electronic filing for this form type, and runs to the present. Earlier SC 13E1 statements exist only in paper and are outside the dataset's scope.

What file format is the dataset distributed in?

The dataset is delivered as ZIP containers. Inside each container, every record is one accession-numbered folder containing a metadata.json file plus the original EDGAR documents in TXT (older ASCII filings, SGML-wrapped) or HTM/HTML (newer filings, also SGML-wrapped) form. Image attachments from the original EDGAR submissions are deliberately omitted.

How does this dataset differ from Schedule TO and Schedule 14D-9?

Schedule TO-T is the third-party bidder's commencement filing and Schedule 14D-9 is the target board's recommendation in response to the bid; SC 13E1 is the target issuer's separate disclosure of its own contemporaneous repurchases outside the bidder's offer. The three are best paired together to reconstruct a full tender-offer event, since each answers a different regulatory question.