The Form SC 14D9 Files Dataset is a structured corpus of EDGAR Schedule 14D-9 Solicitation/Recommendation Statements — the formal disclosures that subject companies and other Rule 14d-9 persons file in response to third-party tender offers under Section 14(d)(4) of the Securities Exchange Act of 1934. Each record is one complete EDGAR submission, identified by its 18-digit accession number, and bundles a machine-readable metadata.json index together with the primary Schedule 14D-9 HTML document and every textual exhibit received by EDGAR. Both initial filings (SC 14D9) and amendments (SC 14D9/A) are first-class records with the same internal layout. Coverage runs from January 1, 1994 to present, spanning the pre- and post-Regulation M-A disclosure regimes, the Dodd-Frank "say-on-golden-parachute" era, and the post-DGCL 251(h) two-step tender-offer landscape. Records are distributed in monthly ZIP containers; image attachments are deliberately excluded, while their descriptive entries remain in the metadata index.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
Download the entire dataset as a single archive file.
Download Entire Dataset:
Download a single container file (e.g. monthly archive) from the dataset.
Download Single Container:
The dataset packages every Schedule 14D-9 and Schedule 14D-9 amendment received by EDGAR since the inception of EDGAR availability for the form. Schedule 14D-9 is the Solicitation/Recommendation Statement required by Section 14(d)(4) of the Exchange Act, Rule 14d-9 thereunder, and Regulation 14D — the formal vehicle through which a subject company (and certain affiliates or other persons making solicitations or recommendations) communicates its position in response to a third-party tender offer for the company's equity securities. The statement records the board's recommendation (accept, reject, no opinion, or unable to take a position) and the substantive disclosures investors need to evaluate that position: history of contacts and negotiations, the board's reasoning (typically supported by a financial advisor's fairness opinion), conflicts of interest, retention terms for advisors, and the agreements binding the parties (merger agreement, tender and support agreements, confidentiality, standstill, employment, and indemnification arrangements).
EDGAR exposes the schedule under two cover form types: SC 14D9 for the initial filing and SC 14D9/A for amendments. Amendments serve both substantive purposes (updated recommendation following a revised offer, additional disclosures responding to merger litigation, supplemental projections) and procedural purposes (communications with stockholders, late-breaking exhibits, extensions of the offer period, announcements of the meeting of the minimum tender condition and back-end merger). A single tender offer therefore typically produces a chain of amendments, each filed under its own accession number and represented as its own record. The dataset covers the full filer population since 1994-01-01 and is distributed as monthly ZIP containers; the file types found inside the containers are HTML and TXT for body content, JSON for the per-record metadata index, and PDF as an occasional exhibit format.
A single record in the Form SC 14D9 Files Dataset is one complete EDGAR submission of a Schedule 14D-9 Solicitation/Recommendation Statement, identified by its 18-digit EDGAR accession number. On disk, the record materializes as one accession-numbered folder inside a year-month ZIP container. The folder bundles a metadata.json description of the submission together with every document EDGAR received as part of that submission, except embedded image attachments (GRAPHIC-type files such as GIF and JPG), which the dataset deliberately excludes. A record can correspond either to an original Schedule 14D-9 (SC 14D9) or to an amendment (SC 14D9/A); both form types are first-class records with the same internal layout, distinguished by the formType field and by the depth of the body content.
Records are distributed in monthly ZIP containers organized as <year>/<year>-<month>.zip. Decompression yields a top-level <year>-<month>/ folder containing one subfolder per record, named with the accession number in dash-stripped 18-digit form (e.g., 000119312525283901). Inside each accession folder are:
metadata.json describing the submission;tm2532280d1_sc14d9a.htm, or Donnelley-style names like d886981dsc14d9.htm;..._ex99a5d.htm, d886981dex99e2.htm).Files are flat within the accession folder; there are no nested subdirectories. Image attachments referenced by the filing (logos, signature graphics, photographs, charts rasterized to GIF or JPG) are catalogued in metadata.json but are physically absent from the folder. The complete-submission .txt (the unified SGML stream that EDGAR exposes at the filing-index page) is likewise not stored as a separate file in the folder; its content is reachable via the per-document files plus the SGML envelopes they retain.
metadata.json anatomymetadata.json is the canonical, machine-readable description of the EDGAR submission. Top-level fields:
formType — SC 14D9 or SC 14D9/A.accessionNo — accession number in dashed canonical form (e.g., 0001193125-25-283901).description — human-readable form description such as Form SC 14D9 - Solicitation, recommendation statements, with an [Amend] suffix for amendments.filedAt — ISO-8601 timestamp with timezone offset, reflecting EDGAR's acceptance time.id — opaque 32-character hex identifier for the record.linkToFilingDetails — absolute sec.gov URL of the primary HTML document.linkToTxt — absolute sec.gov URL of the unified SGML submission .txt (every <DOCUMENT> envelope concatenated).linkToHtml — absolute sec.gov URL of the EDGAR filing-index HTML page.linkToXbrl — absolute sec.gov URL of any XBRL instance; empty for Schedule 14D-9, which is a narrative form not subject to inline-XBRL tagging.documentFormatFiles — array enumerating every document in the submission.dataFiles — array of structured data files (empty for Schedule 14D-9).seriesAndClassesContractsInformation — array reserved for investment-company series/class metadata (empty here).entities — array describing each filer-role row associated with the submission.Each documentFormatFiles[] entry carries sequence (the EDGAR-assigned sequence number; the row for the complete-submission .txt is distinguished by a single-space sequence value), size (file size in bytes as a string), documentUrl (absolute sec.gov URL), description (the descriptive label, e.g., SC 14D9, EX-99.(E)(2), GRAPHIC, Complete submission text file), and type (the EDGAR document-type tag, which mirrors description for non-graphic items). Because the dataset omits image binaries but preserves the index, GRAPHIC-typed entries remain visible in documentFormatFiles even when the corresponding file is not present in the folder.
Each entities[] entry corresponds to one filer-role row from the EDGAR cover. Schedule 14D-9 submissions almost always contain at least two such rows: one for the entity that filed the statement (annotated (Filed by) on companyName) and one for the subject company of the tender offer (annotated (Subject)). These are typically the same legal entity, since the subject company normally files its own Schedule 14D-9. Each row contains: companyName (with the role parenthetical), cik, irsNo, fileNo (subject rows only), filmNo (subject rows only), act (Exchange Act reference, typically "34", on subject rows), type (form type for the row), sic (industry classification code with description, e.g., 2834 Pharmaceutical Preparations), stateOfIncorporation (two-character state or country code), fiscalYearEnd (MMDD), and tickers (array of ticker symbols).
Every document file in the folder retains the SGML wrapper EDGAR generates around the underlying HTML. The wrapper opens with a <DOCUMENT> tag and carries <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> headers before the <TEXT> block, inside which the <HTML> body is embedded. A representative header for an amendment looks like:
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<DOCUMENT>
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<TYPE>SC 14D9/A
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<SEQUENCE>1
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<FILENAME>tm2532280d1_sc14d9a.htm
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<DESCRIPTION>SC 14D9/A
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<TEXT>
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<HTML>
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... HTML body of the Schedule 14D-9 ...
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</HTML>
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</TEXT>
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</DOCUMENT>
The SGML envelope must be stripped or parsed to obtain valid HTML for downstream rendering or text extraction. The <TYPE>, <FILENAME>, and <DESCRIPTION> headers are authoritative for identifying each document's role and should be preferred over filename heuristics.
The HTML body of the primary SC 14D9 document follows the structure prescribed by Rule 14d-101 (Schedule 14D-9), whose Items track the unified disclosure architecture of Items 1000-1016 of Regulation M-A. A canonical initial filing opens with a cover page identifying the subject company, the person filing the statement, the title and class of equity securities to which the offer relates, the CUSIP of those securities, and the filer's contact person and telephone number. The cover page is followed by the enumerated Items, then by signatures, then by an exhibit index. Issuer practice introduces variation in heading text (some filings use "Schedule 14D-9" subheadings; others use "Solicitation/Recommendation Statement" headings), and some filings nest "Annex A," "Annex B," etc., for fairness opinions, golden-parachute tables, or a Section 14(f) information statement when an Item 14F change-of-board scenario is implicated.
The standard Item ordering, with the Regulation M-A Item it cross-references, is:
(a) for offer-document and tender materials and other written soliciting material, (d) for the underlying transaction agreements (most commonly the merger agreement and tender support agreements), (e) for agreements between the subject company and its officers, directors, or affiliates having a connection to the transaction, (g) for the financial advisor's fairness opinion (when filed as an exhibit rather than incorporated as an annex), and (h) for legal opinions, where applicable. Sub-codes such as (a)(1), (a)(5)(A), (e)(2) enumerate individual exhibits within each category.The body concludes with a signature block giving the filing person's name, the signatory's name and title, and the date of signature.
SC 14D9/A)Amendment records share the folder layout, the metadata.json schema, and the SGML envelope of original filings, but the primary-document body is generally much shorter. Amendments characteristically open with a recital that the amendment "amends and supplements" the previously filed Schedule 14D-9 (identifying the original and any prior amendments) and incorporate the prior schedule by reference. They then present only the new or revised material — most commonly an updated Item (frequently Item 4 or Item 8), one or more new exhibits added to the Item 9 index, and an updated signature page. Sequential amendments carry an "Amendment No. N" identifier on the cover and in the description. Each amendment is preserved as its own record under its own accession number; the dataset does not encode an explicit "parent accession" pointer, so reconstructing a complete recommendation history requires linking by subject CIK plus tender-offer context (bidder identity, CUSIP, offer price disclosed in Item 2).
Exhibits live in their own document files within the same accession folder, each wrapped in its own <DOCUMENT> SGML envelope and identified by its exhibit code in documentFormatFiles[].description and .type. Under Item 1016 of Regulation M-A, the lettered categories most often encountered in Schedule 14D-9 are:
EX-99.(a)(1) — offer-to-purchase, letter of transmittal, and related tender-offer materials, where attached rather than incorporated by reference.EX-99.(a)(2) — the Schedule 14D-9 itself, when listed as an exhibit (frequently used in cross-references).EX-99.(a)(5) — other written soliciting material such as press releases, employee or customer letters, FAQ sheets, investor scripts, and email communications. Sub-codes (a)(5)(A), (a)(5)(B), (a)(5)(D), etc., enumerate the individual items.EX-99.(d) — agreements between the subject company and the bidder, including the merger agreement and tender and support agreements.EX-99.(e) — agreements with the subject company's officers, directors, or affiliates, including retention, confidentiality, standstill, exclusivity, employment, change-in-control, and indemnification agreements. Sub-coded (e)(1), (e)(2), etc.EX-99.(g) — financial advisor fairness opinions.EX-99.(h) — legal opinions, where applicable (e.g., regarding appraisal rights or tax treatment).A given amendment may add only a single new exhibit (for example, a press release announcing the offer's expiration or a court order resolving merger litigation), in which case the folder contains metadata.json, the brief amendment HTML, and the exhibit HTML.
Each record includes the structured metadata.json index, the primary Schedule 14D-9 (or amendment) HTML document with its full SGML envelope and HTML body, and every textual exhibit received in the original EDGAR submission (overwhelmingly HTML in the modern era; occasionally TXT or PDF for legacy or specialty exhibits). The descriptive metadata for excluded image files is preserved in documentFormatFiles, even though the binaries themselves are not.
Image attachments are deliberately omitted: GIF, JPG, and other GRAPHIC-typed entries appear in metadata.json (so the index remains complete) but their binary files are not packaged into the folder. The bidder's Schedule TO and the underlying tender-offer materials are not part of a Schedule 14D-9 record — they are filed separately under SC TO-T, SC TO-I, or (legacy) SC 14D1 accession numbers and live in their own datasets. Documents that the Schedule 14D-9 only incorporates by reference rather than physically attaches are likewise outside the record. The unified SGML submission .txt accessible via linkToTxt on EDGAR is not stored as a standalone file in the folder.
The dataset spans January 1994 to present, a period that covers several substantive overhauls of the tender-offer disclosure framework. The most consequential restructuring took effect on January 24, 2000, when the SEC adopted the Regulation M-A reforms (Release No. 33-7760 / Release No. 34-42055). That release replaced the prior Schedule 14D-9 form, conformed its Items to the unified disclosure architecture of Items 1000-1016 of Regulation M-A, broadened the events that trigger an amendment obligation, and permitted (subject to filing) communications made before commencement of an offer. Filings dated before that effective date follow the older Schedule 14D-9 Item structure; filings after it follow the modern Items 1-9 structure described above.
Subsequent content layers include: the SEC's 2011 "say-on-golden-parachute" rules implementing Section 951 of the Dodd-Frank Act, which added the Item 402(t) golden-parachute compensation table now routinely disclosed under Item 8; expanded litigation-disclosure norms following the rise of stockholder suits challenging tender offers and short-form mergers; CFIUS and foreign-investment-review disclosures becoming standard Item 8 content as cross-border tender activity grew; and progressively more granular projection disclosures driven by Delaware case law on financial-advisor disclosure. Amendment frequency and typical amendment content shifted with the 2013 enactment of DGCL Section 251(h), which made two-step tender-offer mergers procedurally simpler and increased the relative volume of short, exhibit-only amendments (notably press releases announcing satisfaction of the minimum tender condition and consummation of the back-end merger).
Record presentation has evolved with EDGAR's broader filing-format history. Schedule 14D-9 submissions from 1994 through the late 1990s are predominantly plain ASCII text inside the SGML envelope, with exhibits attached as additional <DOCUMENT> blocks of unformatted text and tables rendered with monospaced spacing. From the late 1990s onward HTML became permitted and then dominant, and by the mid-2000s essentially every Schedule 14D-9 primary document and exhibit is delivered as styled HTML, often with embedded tables and references to image files for logos, signature graphics, or organizational charts. PDF appears occasionally as an exhibit format for documents originating outside the filer's HTML-authoring tool — most commonly full-text fairness opinions and certain pre-existing agreements. Schedule 14D-9 has not been subject to inline-XBRL tagging, so XBRL instance documents do not appear and linkToXbrl is empty. The file types found in the dataset are therefore HTML and TXT for body content, JSON for the per-record metadata, and PDF as an occasional exhibit format.
entities array typically contains two rows for the same legal entity differentiated only by the (Filed by) versus (Subject) suffix on companyName. Deduplication by cik is appropriate when modeling the issuer rather than the filer-role; the role-bearing rows themselves remain useful for confirming that the subject company is also the filer (the common case) versus a third-party affiliate filer.description and on the cover.(e)(2)) carries different specific meanings across filings depending on what the filer assigned, so codes should be interpreted together with the exhibit's description text and the Item 9 list.<DOCUMENT> envelope must be stripped or parsed to obtain valid HTML for rendering; the in-envelope <TYPE>, <FILENAME>, and <DESCRIPTION> tags are the authoritative identifiers of each document's role.<img> tags will not resolve from the local folder. Text and tabular content remain fully present, but figures, charts rasterized to bitmaps, and signature graphics are not retrievable from the record.metadata.json provides the deterministic anchors (accession number, filer/subject CIK, ticker, filing timestamp, document inventory) that bind extracted narrative back to a known submission.Schedule 14D-9 is filed under Section 14(d)(4) of the Exchange Act and Rule 14d-9(a) by a defined class of persons making a solicitation or recommendation in response to a third-party tender offer:
The bidder never files Schedule 14D-9. The bidder discloses the offer on Schedule TO under Rule 14d-100. The two schedules are issuer-side and bidder-side counterparts within the same Regulation 14D regime.
The trigger is the commencement of a third-party tender offer subject to Section 14(d) — i.e., an offer that, if consummated, would result in the bidder beneficially owning more than 5% of a class of equity securities registered under Section 12 (or specified insurance company or closed-end fund securities). Commencement typically occurs when the bidder files Schedule TO and disseminates offer materials.
Deadline. Rule 14d-9(b) requires that Schedule 14D-9 be filed with the Commission and disseminated to security holders no later than 10 business days after the tender offer is first published, sent, or given to security holders. This aligns with the Rule 14e-2 deadline for the subject company's mandatory board-position statement, which must (i) recommend acceptance, (ii) recommend rejection, (iii) express no opinion / remain neutral, or (iv) state inability to take a position.
Stop-look-and-listen filings. When the board needs more time, the subject company may satisfy the 10-business-day deadline with an initial Schedule 14D-9 advising holders not to tender pending completion of the board's review, then file an SC 14D9/A with the substantive recommendation once reached.
Amendments (SC 14D9/A). Rule 14d-9(c) requires prompt amendment for any material change in the information previously reported. Common triggers include movement from a stop-look-and-listen posture to a substantive recommendation, changes in recommendation in response to revised or competing bids, execution of merger or tender-and-support agreements, new fairness opinions, litigation developments, bidder price increases or extensions, and additional definitive communications. A single offer typically generates one initial SC 14D9 and multiple SC 14D9/A amendments until the offer expires, is terminated, or closes.
The filing is event-driven, not periodic. Schedule 14D-9 must also be published, sent, or given to security holders (long-form publication, summary publication with copies on request, or mailing to record holders); the EDGAR record and the date of dissemination are typically contemporaneous.
Schedule 14D-9 sits inside a tight cluster of tender-offer and business-combination filings that often cover the same deal from different angles. The comparisons below isolate the records most likely to be confused with, or paired with, SC 14D9.
The bidder-side counterpart in the same offer. SC TO-T is the third-party bidder's schedule, SC TO-I the issuer self-tender, SC TO-C the pre-commencement written communications by either side. They share offer documents and merger-agreement exhibits with SC 14D9 but disclose offeror identity, source of funds, plans for the target, and offer mechanics under Items 1001 to 1011.
Differences:
The pre-2000 third-party bidder schedule (and its MJDS Canadian variant) replaced by Schedule 14D-1 by Schedule TO in the Regulation M-A reforms. Both are bidder-side, so they parallel SC TO-T, not SC 14D9. Relevance is purely historical: any SC 14D9 dataset spanning the 1990s must bridge the 14D-1-to-TO transition when joining target filings to bidder filings.
Filed when a controlling shareholder, issuer, or affiliate engages in a Rule 13e-3 going-private transaction. Co-exists with SC 14D9 only in affiliated tender offers, where it is typically filed jointly by one or both parties.
Differences:
The pre-2000 issuer self-tender forms, now subsumed into SC TO-I. Bidder-side issuer filings, never filed by a target. There is no companion SC 14D9, because Rule 14d-9 attaches to Section 14(d) third-party offers, not Section 13(e)(4) self-tenders. The two are easy to confuse by name only; they sit on opposite sides of the bidder-target axis. Legacy bidder-side issuer filings appeared on Schedule 13E-4 and Schedule 13E-4F.
The disclosure vehicle when an acquisition is structured as a one-step statutory merger requiring a shareholder vote, rather than a tender offer. Substantive content overlaps heavily with SC 14D9: background, board reasons, fairness opinion, projections, insider interests, Item 402(t) parachute tables. See PREM14A, DEFM14A, and DEFA14A for the underlying schedule definitions.
Differences:
The earliest public disclosure of a deal. Item 1.01 reports entry into the merger or transaction agreement; Item 8.01 carries the announcement press release. Filed by target and acquirer in their respective feeds.
Differences:
Written communications about a business combination involving registered securities, filed as prospectus material under Rule 425. Common in stock-for-stock deals and mixed-consideration tender offers. See also Form 425 for the prospectus filing rule.
Differences:
The MJDS equivalent of SC 14D9 for Canadian target issuers responding to an offer under the multijurisdictional disclosure system. Same role, narrow population, Canadian disclosure standards rather than Regulation M-A item requirements. The SC 14D9 dataset excludes 14D9F filings, which form a separate, much smaller corpus and the natural complement to SC 14D-1F and certain SC TO-T bidders.
SC 14D9 is uniquely the target board's formal answer to a Section 14(d) third-party tender offer. Only this filing combines, in one instrument:
No bidder-side schedule (TO, 14D-1, 13E-4), no merger proxy (PREM14A, DEFM14A), no 8-K Item 1.01 or 8.01, no Form 425 communication, and no going-private 13E-3 replicates that combination. Adjacent datasets complement SC 14D9 for full deal reconstruction but cannot substitute for it. The Williams Act framework underlies the entire cluster, and the Dodd-Frank Act layered the say-on-golden-parachute requirements on top via Item 1011's additional information requirements. The full statutory scaffold ultimately traces to the Securities Exchange Act of 1934.
The Form SC 14D9 Files Dataset serves a narrow but intense audience: practitioners who draft, advise on, trade around, litigate, regulate, or empirically study tender offers. Each role keys on different parts of the schedule — Item 4 reasons, Item 5 retentions and fee terms, the past-contacts narrative, Item 8 golden-parachute tables, the Item 9 exhibits package, the EX-99 fairness opinion, and the SC 14D9/A amendment trail.
The primary drafters and heaviest comparative readers. They benchmark Item 4 "Reasons for the Recommendation" wording, calibrate the past-contacts chronology, and study peer treatment of fiduciary-out carve-outs, go-shop versus no-shop language, and standstill waivers. They also use the dataset to draft Items 5, 6, and 8 and to anticipate likely amendments.
Read filings to see how target boards have framed negotiations, valuation, and "superior proposal" scenarios. They use the past-contacts narrative and Item 4 reasons to anticipate target objections, and Item 5 plus Item 9 exhibits to map adviser preferences by deal size and sector. Across many filings they build playbooks for friendly, hostile, and bear-hug approaches.
Plaintiffs' and defense counsel treat the schedule as primary evidence. They scrutinize the past-contacts section for omissions, mine Item 4 for the precise factors weighed, examine Item 5 for adviser conflicts and contingent fees, and read the EX-99 fairness opinion for valuation methodology, comparable sets, and DCF assumptions. The SC 14D9/A trail is central to supplemental-disclosure suits, deposition prep, and expert reports. The appraisal rights framework under Delaware law shapes much of this litigation.
Use EX-99 exhibits to study how peers structure fairness opinions: methodology mix (selected companies, selected transactions, premiums-paid, DCF, LBO), assumptions and limitations language, and engagement-letter terms summarized in Item 5. Coverage bankers mine the past-contacts narrative for auction cadence and contact counts that feed pitch books.
Treat SC 14D9 as near-real-time deal-risk data. They focus on offer terms, the board's recommendation and supporting reasons, competing-bid language, regulatory conditions in Item 8, and appraisal-rights mechanics. SC 14D9/A amendments — extended offer periods, raised prices, new conditions — drive spread repricing, position sizing, deal-break models, and appraisal decisions.
Operating-company strategy groups study tender-offer precedent in their sectors: typical premia, financing structures, conditions to closing, top-up options, and dual-track responses. They lean on Item 4 reasons and Item 8 parachute tables to inform bid structuring and internal change-of-control compensation design.
Evaluate board process quality, conflicts disclosure, and adviser independence. They use Item 3 for related-party context, Item 5 for adviser-fee contingency, and Item 8 parachute tables for say-on-golden-parachute recommendations. Outputs include vote recommendations, governance scorecards, and methodology notes.
Use the past-contacts chronology to reconstruct deal timelines, and Item 4 reasons plus the EX-99 fairness opinion as sourceable language on valuation and process. Amendment filings are watched for new bidders, raised offers, and settlements. Supports beat reporting and tick-tock features.
Build large-sample datasets on takeover premia, completion rates, adviser conflicts, and litigation incidence. They extract recommendations from Item 4, adviser identity and fee structure from Item 5, fairness-opinion methodology from EX-99, and parachute magnitudes from Item 8. Feeds peer-reviewed work on contested control, banker incentives, and disclosure-litigation economics.
Securities-regulator staff review filings for Rule 14d-9 compliance, focusing on Items 3, 4, 5, and 8. Antitrust agencies and their economists use the corpus to study competitive context, premium baselines, and deal-protection norms — supporting comment letters, enforcement reviews, and retrospective merger studies.
Mine Item 8 to quantify single- versus double-trigger payments, accelerated vesting, tax gross-ups, and severance multiples. Cross-reference with proxy-statement compensation history to produce pay-for-performance and wealth-transfer studies, sector benchmarks, and policy input on say-on-golden-parachute votes.
Ingest the corpus to build structured features — recommendation polarity, bidder identity, deal-protection terms, fairness-opinion provider, competing-bid presence, parachute magnitudes, amendment frequency — and link them to market data for abnormal-return, completion-probability, and post-announcement-drift models. Supports systematic merger-arb signals and negotiation-language text mining.
Use SC 14D9 filings as training and evaluation data for recommendation classification, past-contacts timeline extraction, fairness-opinion methodology tagging, and parachute-table parsing. The recurring item structure and dense legal-financial vocabulary make the corpus a strong benchmark for deal-document understanding.
The same record serves very different workflows: drafting and benchmarking for transactional lawyers, valuation and process work for bankers, spread and probability estimation for arbitrageurs, conflicts and parachute scrutiny for governance analysts, narrative reconstruction for journalists, empirical studies for academics and regulators, and structured extraction for quants and ML teams. The granular item layout plus the SC 14D9/A amendment trail is what makes one dataset usable across all of them.
The Schedule 14D-9 corpus supports a small number of high-value workflows that depend on its item-level structure, exhibit codes, and amendment chains. The cases below are representative rather than exhaustive.
Pull every EX-99.(g) exhibit (and Annex A fairness opinions inside the primary document) to tag the methodology mix used by each financial advisor: selected public companies, selected transactions, premiums-paid, discounted cash flow, leveraged buyout, sum-of-the-parts. Cross with entities[].sic for sector, filedAt for vintage, and Item 5 for advisor identity and fee structure. The output is a peer table that fairness-opinion committees use to defend methodology choices, and that plaintiffs' experts use to question outliers.
Group records by subject cik plus tender-offer context (bidder name, CUSIP, offer price disclosed in Item 2) and order them by filedAt and the "Amendment No. N" tag in description. The result is a per-offer timeline of board recommendations, price changes, extensions, condition waivers, and consummation announcements. Merger-arb analysts use this to drive spread repricing and deal-break models; litigators use it to assemble supplemental-disclosure exhibits.
Index Item 4 text across recent same-sector deals (filtered by sic and deal size proxied through Item 8 parachute totals) to compare wording on superior proposals, fiduciary-out triggers, go-shop versus no-shop posture, and standstill waivers. Disclosure counsel use the side-by-side to draft Item 4 sections that match prevailing peer practice, anticipating where amendments are likely to be needed.
Parse the Item 402(t) compensation tables embedded in Item 8 of each post-2011 filing to extract per-named-executive cash severance, equity acceleration, pension and NQDC enhancements, perquisites, tax gross-ups, and totals. Join to the company's prior proxy compensation history and to the offer price to compute parachute-to-deal-value ratios. Feeds say-on-golden-parachute vote recommendations, ESG/governance scorecards, and academic studies of CEO wealth transfer in change-of-control transactions.
Extract advisor identities, retention dates, base and contingent fees, prior-relationship disclosures, and indemnification language from Items 3 and 5, along with the engagement-letter summaries that frequently appear there. The resulting table supports league-table construction by deal count and value, conflict-of-interest screening for proxy advisers, and academic work on banker incentives and contingent-fee economics.
EX-99.(d) and EX-99.(e) exhibits for deal-protection and retention termsPull merger agreements and tender-and-support agreements ((d) codes) plus officer/director arrangements ((e) codes) to extract termination fees, matching rights, force-the-vote provisions, top-up options, minimum tender thresholds, and management retention/rollover terms. Bidder-side counsel use this to calibrate offers; corporate-development teams use it to design change-of-control packages; quants encode the terms as features for completion-probability models.
Use the consistent Items 1–9 layout, the SGML <TYPE> and <DESCRIPTION> headers, and the labeled exhibit codes as ground truth for fine-tuning and evaluating models on tasks such as recommendation polarity classification, past-contacts timeline extraction, fairness-opinion methodology tagging, parachute-table parsing, and exhibit-type routing. metadata.json provides deterministic anchors (accession, CIK, ticker, timestamp, document inventory) that bind extracted spans back to a known submission for retrieval evaluation.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-14d9-files.json
This endpoint returns dataset metadata including the name, last updated timestamp, earliest sample date, total record count and total size, the form types covered (SC 14D9 and SC 14D9/A), the container format (ZIP), the file types included (TXT, JSON, HTML, PDF), the download URL for the full dataset, and the list of all monthly container files. Each container entry includes its key, size, record count, last updated timestamp, and direct download URL. Use this endpoint to monitor which containers were updated in the most recent refresh and decide which monthly archives to re-download on a day-by-day basis.
This endpoint does not require an API key.
Example response:
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{
2
"datasetId": "1f13365b-9ae0-6920-90ad-8a7c5556367f",
3
"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-14d9-files.zip",
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"name": "Form SC 14D9 Files Dataset",
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"updatedAt": "2026-05-07T02:45:11.000Z",
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"earliestSampleDate": "1994-01-01",
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"totalRecords": 35244,
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"totalSize": 378951800,
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"formTypes": ["SC 14D9", "SC 14D9/A"],
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"containerFormat": "ZIP",
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"fileTypes": ["TXT", "JSON", "HTML", "PDF"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-sc-14d9-files/2026/2026-05.zip",
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"key": "2026/2026-05.zip",
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"size": 4128733,
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"records": 47,
18
"updatedAt": "2026-05-07T02:45:11.000Z"
19
}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-14d9-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive covering all SC 14D9 and SC 14D9/A filings from 1994-01-01 onward. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-sc-14d9-files/2026/2026-05.zip?token=YOUR_API_KEY
Downloads one monthly container ZIP instead of the full dataset, which is useful for incremental updates or for working with a specific time range. Replace the year and month in the path with any container key listed in the index's containers array. This endpoint requires an API key.
The dataset covers EDGAR Schedule 14D-9 Solicitation/Recommendation Statements under both cover form types: SC 14D9 for initial filings and SC 14D9/A for amendments. Both are first-class records with the same internal layout, distinguished by the formType field in metadata.json.
One record is one complete EDGAR submission of a Schedule 14D-9 (or 14D-9 amendment), identified by its 18-digit accession number. On disk it is a single accession-numbered folder containing a metadata.json index, the primary Schedule 14D-9 HTML document, and every textual exhibit received by EDGAR for that submission.
Schedule 14D-9 is filed under Section 14(d)(4) of the Exchange Act and Rule 14d-9 by the subject company of a third-party tender offer, by affiliates of the subject company that solicit or recommend a position on the offer, and by any other person making a foreign private issuer or other holder solicitation or recommendation to security holders concerning the offer. The bidder never files Schedule 14D-9 — bidder-side disclosure goes on Schedule TO.
Rule 14d-9(b) requires the schedule to be filed and disseminated to security holders no later than 10 business days after the third-party tender offer is first published, sent, or given to security holders. Rule 14d-9(c) requires prompt amendment via SC 14D9/A for any material change in the previously reported information, so a single offer typically generates one initial filing followed by a chain of amendments until the offer expires or closes. Mini-tender offers below the 5% threshold do not generate a Schedule 14D-9.
The dataset spans January 1, 1994 to present and includes filings from both the pre-2000 Schedule 14D-9 Item structure and the post-Regulation M-A Items 1-9 structure. It also captures the layered content shifts introduced by the 2011 Item 402(t) golden-parachute requirement and the 2013 DGCL Section 251(h) two-step merger reforms.
Records are distributed in monthly ZIP containers organized as <year>/<year>-<month>.zip. Inside each container, accession folders contain a metadata.json plus the underlying documents in HTML and TXT (with PDF appearing occasionally as an exhibit format). Image attachments (GRAPHIC-typed files such as GIF and JPG) are deliberately excluded from the folders, though their descriptive entries remain in metadata.json.
Schedule TO is the bidder-side schedule under Rule 14d-100; Schedule 14D-9 is the target-side schedule under Rule 14d-101. SC 14D9 uniquely combines the target board's Rule 14d-9 recommendation, the Item 1012 reasons, the Item 1011(c) intent-to-tender disclosure for directors and officers, the Item 402(t) golden-parachute table, and the target-commissioned fairness opinion — content that does not appear on the bidder's Schedule TO.
Amendments are first-class records and are not internally tagged with a parent accession number. To reconstruct an offer-level disclosure history, group records by subject cik plus tender-offer context (bidder identity, security CUSIP, and the offer price disclosed in Item 2), then order by filedAt and the "Amendment No. N" sequence in description.