Form SC TO-I Files Dataset

The Form SC TO-I Files Dataset is the complete EDGAR archive of issuer tender-offer statements filed on Schedule TO under Rule 13e-4 of the Securities Exchange Act of 1934, together with every amendment filed as SC TO-I/A. Each record is one accession — the structured metadata.json manifest plus the Schedule TO cover document, the EX-99 offer-document suite (Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery, broker/client letters, ancillary forms), any EX-99.(B) through EX-99.(H) exhibits, and, on post-2022 filings, the inline-XBRL EX-FILING FEES exhibit. Filers are issuers conducting tender or exchange offers for their own outstanding securities — domestic operating companies, closed-end management investment companies, business development companies, foreign private issuers, and others subject to Section 13(e) and Rule 13e-4. Coverage begins on January 1, 2000, immediately following the SEC's consolidation of Schedules 13E-4 and 14D-1 into the unified Schedule TO framework (Release No. 33-7760), and continues to the present. The dataset is distributed as monthly ZIP containers carrying TXT, JSON, HTML, and PDF payloads.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures every EDGAR submission of Form SC TO-I (an original issuer tender-offer statement) or Form SC TO-I/A (any amendment thereto) since the form's January 2000 adoption. Form SC TO-I is the issuer-tender-offer variant of Schedule TO, the unified tender-offer disclosure form the SEC adopted in January 2000 (Release No. 33-7760) when it consolidated the former Schedules 13E-4 and 14D-1 into a single framework. It is filed by an issuer that is making a tender offer for its own securities and is therefore subject to Rule 13e-4 of the Securities Exchange Act of 1934. The "I" suffix denotes "Issuer"; SC TO-T (third-party) and SC TO-C (communications) are siblings governed by different rule paragraphs of Regulation 14E.

Schedule TO is a cross-reference form rather than a free-form disclosure document. The body of the filing — the document EDGAR labels with <TYPE>SC TO-I — is essentially a cover and items list: it identifies the subject company and the class of securities subject to the offer, checkboxes the applicable rule (Rule 13e-4 for SC TO-I), declares any going-private status under Rule 13e-3, and then walks through Items 1 through 13 of Schedule TO, each of which is satisfied chiefly by reference to information contained in the attached exhibits, principally the Offer to Purchase filed as Exhibit (a)(1)(i). The substantive disclosure of terms, conditions, purpose, source of funds, financial information, and procedural mechanics lives almost entirely in the exhibits; each record's information weight is concentrated in the EX-99 set, not in the Schedule TO cover itself.

An SC TO-I/A is a Schedule TO amendment. Its body resembles the original but is typically far shorter, containing only the items being amended together with any refiled or supplemental exhibits. The terminal SC TO-I/A in a tender-offer sequence — the "final amendment" — is structurally distinct: it checks the Schedule TO box indicating that the filing is a final amendment reporting the results of the completed tender offer and discloses the aggregate quantity tendered, the price per share or unit, the total cash paid out, and any proration factor, typically with no new exhibits attached. The dataset is delivered as monthly ZIP containers; file types found in the archive are TXT, JSON, HTML, and PDF, with HTM/XHTML and the JSON manifest dominating modern filings.

Content Structure of a Single Record

What a single record represents

A single record in the Form SC TO-I Files Dataset is one complete EDGAR submission of either a Form SC TO-I or a Form SC TO-I/A. The record materialises as an accession-level folder named after the 18-digit, dash-stripped EDGAR accession number (for example, 000119312525170570 for accession 0001193125-25-170570). Inside that folder sit two layers of content: a single structured metadata.json describing the filing as EDGAR understands it, and the underlying submission documents — the Schedule TO cover body, the suite of EX-99 offer exhibits, and, on modern filings, the inline-XBRL EX-FILING FEES table — preserved as individual HTML/XHTML files in the form they were transmitted to EDGAR. Image attachments to the original submission are intentionally omitted; everything else that the filer transmitted as a discrete document is present.

The record unit is therefore the accession, not the filer and not the tender-offer campaign. A single tender offer is normally represented in the dataset by several records: one original SC TO-I followed by a sequence of SC TO-I/A amendments (routine extensions of expiration, price adjustments, increases in the maximum number of securities sought, refiled fee tables, or supplemental disclosures) and concluding with a "final amendment" SC TO-I/A that reports the results of the tender. Each of those accessions is a separate, self-contained record. The shared tender-offer file number (005-… series, carried on the Subject entity) is the only field that links the sequence back together.

File-system layout of a record

At the file-system layer, every record is a single flat folder containing:

• exactly one metadata.json describing the accession;
• one HTML/XHTML file for the Schedule TO body (typed SC TO-I or SC TO-I/A);
• zero to roughly six HTML/XHTML files for the EX-99.(A) offer-document suite and any other lettered exhibits ((B), (C), (D), (F), (G), (H));
• zero or one EX-FILING FEES HTML, which on post-2022 filings is inline-XBRL tagged and accompanied by an extracted XBRL XML companion referenced inside metadata.json;
• on routine or final amendments, as little as the Schedule TO body alone.

The full concatenated submission .txt — EDGAR's SGML wrapper that inlines every document — is referenced from metadata.json via linkToTxt but is not extracted into the folder. The folder contains only the per-document HTMLs plus the manifest; image files (logos, signatures, scanned exhibits delivered as raster art) are stripped.

At the document layer, each .htm retains its EDGAR SGML envelope as a short header preceding the HTML body. The envelope uses the legacy SGML <DOCUMENT> tag set inherited from EDGAR's pre-HTML era:

          1
          <DOCUMENT>
        

          2
          <TYPE>EX-99.(A)(1)(I)
        

          3
          <SEQUENCE>2
        

          4
          <FILENAME>d918845dex99a1i.htm
        

          5
          <DESCRIPTION>EX-99.(A)(1)(I)
        

          6
          <TEXT>
        

          7
          <HTML>... full styled HTML of the Offer to Purchase ...</HTML>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The envelope's five tags carry distinct roles. <TYPE> is the canonical SEC classifier and mirrors the type field of the corresponding entry in documentFormatFiles[] inside metadata.json; it is the authoritative signal of what role the document plays. <SEQUENCE> reproduces EDGAR's 1-based ordering of the documents within the submission — the Schedule TO body is normally sequence 1, the Offer to Purchase sequence 2, then the Letter of Transmittal, ancillary forms, and exhibits in turn, with the consolidated submission TXT carrying a blank sequence. <FILENAME> is the on-disk name, <DESCRIPTION> is the filer-supplied caption that often carries the human-readable exhibit label such as EXHIBIT (A)(1)(II) - OFFER TO REPURCHASE_INITIAL TO_9.30.25, and <TEXT> brackets the payload. The header tags are unterminated SGML (no closing </TYPE>, etc.); parsers must split on newlines rather than expect well-formed XML.

The metadata.json manifest

metadata.json is the only structured file in a record and is always present. It is the parsed EDGAR submission header plus pointers to every payload document. The top-level fields are:

documentFormatFiles[] is the authoritative index of what is in the folder: every type value in that array corresponds to an EX-99.(…), EX-FILING FEES, or SC TO-I[/A] document, and every documentUrl resolves to one of the HTML files materialised alongside metadata.json — with the exception of the trailing complete-submission TXT, which is referenced but not extracted, and image files, which are excluded entirely.

Schedule TO body — what the cover document contains

The <TYPE>SC TO-I document carries the Schedule TO cover and items list. It is normally short relative to the offer exhibits and contains the following structural elements in roughly this order:

• A header naming the subject company and identifying the class of securities to which the offer relates, together with their CUSIP.
• The filer identification block, where for SC TO-I the issuer appears as both the person filing the statement and the subject company.
• A series of cover-page checkboxes indicating the rules under which the statement is filed: third-party tender offer subject to Rule 14d-1, issuer tender offer subject to Rule 13e-4 (the box checked on SC TO-I), going-private transaction subject to Rule 13e-3, and amendment to Schedule 13D under Rule 13d-2. A separate checkbox indicates whether the filing is a final amendment reporting the results of the tender offer.
• The Calculation of Filing Fee table — present inline within the cover body on filings before the 2022 modernization, and migrated out to the stand-alone EX-FILING FEES exhibit thereafter.
• The Schedule TO Item cross-reference table covering Items 1 through 13. The items, in order, are: Item 1 Summary Term Sheet; Item 2 Subject Company Information; Item 3 Identity and Background of Filing Person; Item 4 Terms of the Transaction; Item 5 Past Contacts, Transactions, Negotiations and Agreements; Item 6 Purposes of the Transaction and Plans or Proposals; Item 7 Source and Amount of Funds or Other Consideration; Item 8 Interest in Securities of the Subject Company; Item 9 Persons/Assets, Retained, Employed, Compensated or Used; Item 10 Financial Statements; Item 11 Additional Information; Item 12 Exhibits; and Item 13 Information Required by Schedule 13E-3 (applicable only to going-private transactions). For an issuer tender offer, the substantive disclosure under Items 1 through 11 is almost always satisfied by the formula "The information set forth in the Offer to Purchase under the caption [X] is incorporated herein by reference," directing readers to specific sections of EX-99.(A)(1)(I).
• The exhibit index under Item 12, listing each filed exhibit by its Rule 13e-4(c)(1) letter-and-number designation.
• A signature block with the name and title of the signing officer of the issuer, dated as of the filing date.

On an SC TO-I/A, the body retains the same cover structure but typically reproduces only the Items being amended, often as short narrative blocks ("Items 1 through 11 are hereby amended and supplemented by adding the following…"). On a final-amendment SC TO-I/A, the body checks the final-amendment box and presents the tender results: aggregate shares or units tendered, the price per share or unit, the total dollars paid, and where applicable any proration factor, odd-lot priority treatment, or extension of the depository payment date.

The standard exhibit set under Item 12 and Rule 13e-4(c)(1)

Item 12 of Schedule TO requires the filing of the exhibits enumerated in Rule 13e-4(c)(1) for issuer tender offers (with parallel general instructions to Schedule TO and to Rule 14d-100 for third-party offers). The Rule 13e-4(c)(1) numbering scheme uses parenthetical letter groups (a) through (h), with the (a) group further subdivided by parenthetical roman numerals for the family of disclosure documents distributed to security holders. In EDGAR's SGML <TYPE> syntax these become EX-99.(A)(1)(I), EX-99.(B), and so on. The lettered groups, as they recur in the dataset, are:

• EX-99.(A) — Disclosure documents to security holders. The full offer-document suite distributed to holders. Subdivided in practice as:
  • EX-99.(A)(1)(I) — Offer to Purchase. The principal disclosure document, structured like a mini-prospectus with cover page, summary term sheet, table of contents, introduction, the offer itself, procedures for tendering, withdrawal rights, acceptance and payment, conditions of the offer, source and amount of funds, purpose of the offer and plans, interests of directors and officers, transactions and arrangements concerning the securities, certain legal matters and regulatory approvals, financial information about the issuer, certain U.S. federal income tax consequences, fees and expenses, and miscellaneous. For interval funds, business development companies, and closed-end funds repurchasing under Section 23(c) of the Investment Company Act or Rule 23c-3, the document is titled "Offer to Repurchase" but follows the same structure.
  • EX-99.(A)(1)(II) — Letter of Transmittal. The operative tender form holders return to participate in the offer; carries signature lines, special instructions, and a substitute Form W-9.
  • EX-99.(A)(1)(III) — Notice of Guaranteed Delivery. Procedural form used when securities cannot be physically delivered to the depositary in time.
  • EX-99.(A)(1)(IV) — Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Transmittal letter to the intermediary chain explaining the mechanics of forwarding the offer to beneficial owners.
  • EX-99.(A)(1)(V) — Letter from Brokers, Dealers etc. to Clients. Companion letter for intermediaries to forward to beneficial owners.
  • EX-99.(A)(1)(VI) — Notice of Withdrawal / supplemental forms. Withdrawal form, substitute Form W-9 instructions, IRS Form W-8 series guidance, or additional notices as the filer requires.
  • EX-99.(A)(2) through EX-99.(A)(5) — material to be published, sent, or given to security holders other than the principal offer documents: press releases, newspaper advertisements, summary advertisements, scripts of investor calls, employee Q&A, and similar communications.
  • Some filers use alternative SGML labels (EX-99.A, EX-99.1, EX-99-12a through ex99-12e) that are functionally equivalent; the canonical mapping is recoverable from each entry's description.
• EX-99.(B) — Loan agreements. Material loan agreements, credit agreements, or commitment letters governing any borrowing of funds used to finance the offer, as required by Item 7. Frequently absent on issuer tender offers funded entirely from cash on hand.
• EX-99.(C) — Reports, opinions, or appraisals. Reports, opinions (including investment-banker fairness opinions) or appraisals from outside parties that are material to the holder's decision, typically required when the tender offer is part of, or accompanied by, a going-private transaction governed by Rule 13e-3 (Item 13 of Schedule TO).
• EX-99.(D) — Agreements involving the subject company's securities. Contracts, arrangements, understandings, or relationships between the issuer and any directors, executive officers, affiliates, or third parties relating to the subject securities or to the offer — stockholder agreements, voting agreements, employment arrangements tied to the offer, equity-plan documents, indemnification agreements, and similar.
• EX-99.(F) — Going-private supplemental disclosures. Additional exhibits required when the SC TO-I is filed in conjunction with Schedule 13E-3, including disclosures specific to the appraisal-rights and "fair value" determination requirements of the going-private rule.
• EX-99.(G) — Other exhibits. Catch-all for materials that do not fit the preceding categories, such as legal opinions, auditor consents, or supplementary regulatory filings.
• EX-99.(H) — Tax opinion. Opinion of counsel regarding U.S. federal income tax consequences of the offer, where one is rendered (most commonly on offers structured to qualify for specific tax treatment such as a redemption versus a sale).

Rule 13e-4(c)(1) reserves but does not require letters (e) — solicitation/recommendation statement, used principally on the third-party Schedule 14D-9 — which is why EX-99.(E) is essentially never present on SC TO-I. In practice the most populated branch in the dataset is EX-99.(A)(1). The other lettered groups appear selectively — (B) only on debt-financed offers, (C) and (F) only on going-private transactions, (D) when ancillary agreements exist, and (H) on offers with material tax-opinion disclosure.

The EX-FILING FEES exhibit and its 2022 inline-XBRL evolution

EX-FILING FEES is the Calculation of Filing Fee table required by Rule 0-11 under the Exchange Act. Until 2022 the calculation was presented as a short table inside the Schedule TO cover body itself, and there was no separate exhibit type. In its Final Rule "Filing Fee Disclosure and Payment Methods Modernization" (Release No. 33-10997, adopted October 2021, effective January 31, 2022, with a phased compliance period running into 2024–2025 for smaller and lower-volume filers), the SEC moved the calculation out of the body and into a stand-alone exhibit — Exhibit 107 in the registration-statement context, and the equivalent EX-FILING FEES under Schedule TO — that must be tagged in inline XBRL using the new Filing Fee Tables taxonomy (ffd: namespace, for "filing-fee disclosure").

On post-2022 SC TO-I records, the EX-FILING FEES document is therefore an inline-XBRL HTML carrying the structured fee table. The HTML contains ix:nonFraction tags for elements such as ffd:TxValtn (transaction valuation), ffd:FeeRate (the SEC fee rate then in effect), ffd:FeeAmt (fee amount paid), and supporting members and dimensions for transaction type, security type, and offering rule, bound to xbrli:context blocks anchored to the filing date. The SEC's filing-index page renders this exhibit through the /ix?doc=… inline-XBRL viewer URL, and documentUrl in metadata.json typically points at that viewer rather than at the raw HTML. The extracted XBRL instance appears as a companion XML file in dataFiles[] with type: "XML".

Before the 2022 modernization, the fee calculation lived inside the Schedule TO body, there was no separate EX-FILING FEES document, and dataFiles[] was empty. The compliance phase-in means the exhibit becomes the norm on SC TO-I filings beginning in 2022, with universal coverage as later phase-in tranches concluded. The taxonomy itself has continued to evolve: the initial version handled the Rule 0-11 transaction fee, and subsequent annual taxonomy updates from the SEC extended the element set to cover combined Rule 0-11 / Rule 425 filing-fee tables (for exchange offers and other compound transactions), unsold-securities carry-forward accounting under Rule 457(p), and tender-offer-specific concepts such as net-fee offsets. The result is that the underlying ffd: namespace element set on more recent filings is broader than on the earliest compliant filings, and consumers extracting structured fee data should expect the available concept set to expand year over year.

Filing-class patterns

Records in the dataset fall into a small number of structural classes that are visually distinct on inspection:

• Full new SC TO-I. A fresh tender-offer launch. The folder carries the Schedule TO cover document plus the full EX-99.(A)(1) offer suite (typically four to six exhibits: Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery, broker/client letters, and one or two ancillary forms or notices of withdrawal), any applicable EX-99.(B)/(C)/(D)/(F)/(H) exhibits, and a tagged EX-FILING FEES document with an XBRL companion in dataFiles[]. Typical document count is seven to nine files plus metadata.json.
• Routine SC TO-I/A amendment. A mid-offer amendment — extending the expiration date, adjusting the price or price range, changing the maximum number of securities sought, refiling a corrected fee table, or supplementing disclosure in response to material developments. The folder normally contains a short amendment body and, when fees change, a refiled EX-FILING FEES. Typical document count is one to three files. Routine amendments under Rule 13e-4(d)(2) are required to be made promptly when there is a material change in the information previously disclosed.
• Final-amendment SC TO-I/A. The terminal filing in a tender-offer sequence, with the Schedule TO final-amendment box checked. Often a single HTML document containing the results disclosure — total shares or units tendered, price paid, aggregate consideration, proration factor where applicable — and no exhibits, because no new fee is due and no new disclosure documents have been distributed. Filed under the prompt-final-amendment requirement of Rule 13e-4(c)(4), generally within ten business days after termination of the offer.
• Closed-end fund / BDC repurchase filings. Structurally identical to a full SC TO-I but with exhibit titles such as "Offer to Repurchase" rather than "Offer to Purchase," reflecting the Section 23(c) / Rule 23c-3 vocabulary applicable to closed-end management investment companies and the periodic repurchase programmes run by interval funds and business development companies. These filings often recur on a quarterly cycle for the same fund (each quarterly repurchase is a fresh SC TO-I, not an amendment), use issuer-mnemonic filenames (pifa…, lgam…, tcap…, fairwaypevc…), and frequently carry an EX-99.(D) exhibit covering the fund's repurchase plan or related agreements. They represent a substantial share of SC TO-I volume.

File-naming conventions

EDGAR does not impose a naming standard on submitted documents beyond the document type. The file names within a record therefore reflect each filer's or filing agent's house conventions. Recurring patterns include:

• Donnelley-style (d918845dsctoi.htm, d918845dex99a1i.htm, d918845dexfilingfees.htm): a d<job#>d prefix followed by a token denoting the document role.
• EdgarAgents-style (ea0250156-01_sctoi.htm, ea025015601_ex99-12a.htm): a job-number prefix with optional revision suffix; offer exhibits often labelled ex99-12a, ex99-12b, etc.
• Issuer-mnemonic (bpcf-efp16968_sctoia.htm, fairwaypevc_sctoi.htm, tcap-scheduletoxia7x28x25.htm): a short fund or ticker slug plus a job number or date stamp.
• CIK-dated (ck0001919369-20250731.htm): the 10-digit zero-padded CIK with the filing date.
• Free-form self-describing (pifafinalamendmentq22025.htm, lgamfinalamendmentjuly2025.htm): common on one-document final amendments.

Consistent across all naming families are the role-bearing suffix tokens: sctoi / sctoia for the Schedule TO body, ex99a1{i,ii,iii,…} or ex99-12{a,b,c,…} for the offer-document exhibits, and exfilingfees / ex-filingfees / exfilingfee / exfiling for the fee table. The canonical classifier remains the SGML <TYPE> line, not the filename.

Included content and excluded content

A record includes the parsed metadata.json manifest and every textual document EDGAR received in the submission: the Schedule TO body, every EX-99.(…) exhibit, the EX-FILING FEES exhibit when present, and any other lettered exhibits attached by the filer.

A record excludes:

• Image files of any kind (logos, scanned signature blocks, scanned exhibits delivered as images, JPEG/GIF/PNG assets referenced from the HTML).
• The consolidated submission .txt (the SGML wrapper that inlines every document end-to-end). It is referenced via linkToTxt in metadata.json but is not materialised in the folder; to retrieve the SGML envelope as transmitted, that URL must be followed.
• The filing-index HTML generated by EDGAR (the …-index.htm page). Referenced via linkToHtml but not extracted.
• Cross-filing context. Each record is a single accession; the dataset does not stitch together the sequence of amendments under a single tender-offer file number. That linkage is reconstructible from the fileNo (005-… series) on the Subject entity, which is constant across all accessions belonging to the same tender offer.

Evolution of required content and structure over time

Several structural shifts are material for interpretation across the January 2000–present span of the dataset:

• Adoption of Schedule TO (January 2000). The dataset begins essentially with the form's creation. The SEC consolidated Schedules 13E-4 and 14D-1 into the unified Schedule TO framework in Release No. 33-7760 (effective January 2000), and the SC TO-I / SC TO-I/A form types date from that adoption. There are no pre-2000 issuer tender-offer Schedule TO filings; prior issuer tender offers appear on Schedule 13E-4 under earlier dataset coverage.
• Plain-English summary term sheet. The same rulemaking introduced an explicit summary term sheet requirement (Item 1 of Schedule TO) at the head of the Offer to Purchase, intended to give security holders a brief, plain-English description of the most material terms. Filings throughout the dataset's history therefore open the Offer to Purchase with that summary section.
• Filing fee disclosure modernization (2022). The Calculation of Filing Fee table migrated out of the Schedule TO cover and into the stand-alone inline-XBRL EX-FILING FEES exhibit, governed by Rule 0-11 and tagged in the Filing Fee Tables taxonomy (ffd: namespace) under Release No. 33-10997. The compliance phase-in means the exhibit becomes the norm on SC TO-I filings from 2022 onward, with the taxonomy itself later extended to cover Rule 425 fee-table cases alongside Rule 0-11.
• Going-private overlay. Issuer tender offers that also constitute going-private transactions under Rule 13e-3 trigger Item 13 of Schedule TO and the associated Schedule 13E-3 disclosures, including fairness-opinion exhibits typically filed under EX-99.(C) or EX-99.(F). The frequency of those exhibits varies with deal mix rather than with any single rule change.

Evolution of data format over time

The presentation format of SC TO-I filings has tracked EDGAR's general evolution:

• Early period (2000 through roughly mid-2000s). Many filings were transmitted as ASCII-text submissions with embedded SGML, in which the Schedule TO body and offer exhibits were inline within the consolidated .txt. There was no per-exhibit HTML and no inline XBRL.
• HTML-dominant period (mid-2000s through 2022). Filers shifted to per-document HTML payloads wrapped in the SGML <DOCUMENT> envelope. The Schedule TO body, each EX-99.(…) exhibit, and any other attachments became standalone HTML files referenced by documentFormatFiles[]. The Calculation of Filing Fee remained a static table inside the Schedule TO body.
• Inline-XBRL fee tables (2022 onward). The EX-FILING FEES inline-XBRL exhibit appears and is accompanied by an extracted XBRL XML in dataFiles[]. SEC viewer URLs of the form /ix?doc=… begin appearing in documentUrl. Outside of this exhibit, no other document in an SC TO-I record is XBRL-tagged: Schedule TO is not subject to the financial-statement iXBRL mandate that applies to 10-K, 10-Q, and 8-K filings.

Interpretation notes

Several nuances matter when extracting or interpreting records:

• Duplicated issuer/subject entities. Because SC TO-I is filed under Rule 13e-4, the entities[] array contains two entries — (Filed by) and (Subject) — that point to the same CIK and the same company. This is structural parity with SC TO-T third-party offers and should not be interpreted as two distinct parties. The (Subject) entity carries the 005-… tender-offer file number that links every amendment in a tender-offer sequence.
• Incorporation by reference. The Schedule TO body discloses very little on its own; nearly every Schedule TO Item is satisfied by reference to a section of the Offer to Purchase. Any text-extraction process that ignores the exhibits will recover almost no substantive disclosure.
• Amendment cumulation. SC TO-I/A filings are amendments and supplements, not stand-alone documents. Reading a routine amendment in isolation will often produce only an incremental change ("Item 4 is hereby amended and supplemented by adding the following…") whose meaning requires the original SC TO-I as context.
• Final amendments carry the results. Quantitative results of a completed tender offer — shares tendered, price paid, proration — appear only in the final-amendment SC TO-I/A and not in the original SC TO-I. Datasets restricted to original filings will not contain outcome data.
• Inline-XBRL extraction. Structured filing-fee data is extractable only from the EX-FILING FEES exhibit, either by parsing the ix:nonFraction tags in place or by consuming the extracted XML companion in dataFiles[]. The element set differs across pre- and post-Rule-425-extension filings; consumers should bind to the namespace-qualified element names rather than to positional cells in the rendered table.
• SGML header parsing. The <DOCUMENT> envelope is legacy SGML, not XML — header tags such as <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> are unterminated and must be parsed by line rather than by element matching. The HTML payload begins after the <TEXT> marker.
• Filename heterogeneity. Because EDGAR does not standardise filenames, the only reliable classifier of a document's role is the SGML <TYPE> line at the head of each .htm (or equivalently the type field in documentFormatFiles[]). Filename-based classification will fail across the heterogeneous naming conventions used by different filing agents.
• description carries human exhibit labels. Where filer naming diverges from the canonical EX-99.(A)(1)(II) style, the description field within each documentFormatFiles[] entry typically preserves the human-readable label ("Letter of Transmittal", "Offer to Repurchase", "Notice of Withdrawal") and is the most reliable secondary signal for mapping non-canonical exhibits back to their Rule 13e-4(c)(1) category.
• Empty seriesAndClassesContractsInformation. The field is present for schema uniformity with mutual-fund datasets but is conventionally empty on SC TO-I, even for closed-end funds tendering across share classes; class-level identifiers in those filings appear inside the Schedule TO body rather than in this manifest array.
• Closed-end fund recurrence. A given closed-end fund or BDC will appear in the dataset as a stream of unrelated SC TO-I accessions (one per quarterly repurchase), not as an original-plus-amendments sequence. Linking those repurchases into a single time series requires grouping on CIK rather than on the tender-offer fileNo, which is reissued per offer.

Who Files or Publishes This Dataset, and When

Who files

The filer is always the issuer of the class of securities sought — a company conducting a tender offer or exchange offer for its own outstanding securities. The issuer files on its own behalf and on behalf of any affiliates participating in the offer; external bidders use SC TO-T instead.

Typical SC TO-I filers include:

• Domestic operating companies registered under Section 12 of the Exchange Act repurchasing their own equity through a formal tender offer (as opposed to open-market repurchases under Rule 10b-18).
• Closed-end management investment companies registered under the Investment Company Act of 1940 conducting periodic or one-off repurchase offers. Open-end mutual funds redeem in the ordinary course and do not file Schedule TO.
• Issuers conducting exchange offers where the consideration consists of other securities of the issuer. These offers also require a separate Securities Act registration statement (typically Form S-4 or F-4).
• Foreign private issuers conducting self-tenders that do not qualify for the Tier I cross-border exemption under Rule 13e-4(h)(8). Tier II offers still file on Schedule TO with specified relief.
• Issuers conducting Dutch auction or modified Dutch auction self-tenders, fixed-price self-tenders, and odd-lot repurchase programs.

When the record is required

The disclosure obligation is triggered by Section 13(e) of the Exchange Act and Rule 13e-4 thereunder, which require an issuer making a tender offer for any class of its own equity securities to file a tender offer statement. Schedule TO, adopted in 1999, consolidated the former Schedule 13E-4 (issuer offers) and Schedule 14D-1 (third-party offers) into a single schedule distinguished on the cover page; this dataset captures the issuer-offer variant.

Under Rule 13e-4(c)(2), the issuer must file the Schedule TO on the date the offer is first published, sent, or given to security holders. The EDGAR filing date therefore normally coincides with commencement.

Several procedural rules shape the timing and content of subsequent filings:

• Rule 14e-1(a) requires the offer to remain open for at least 20 business days from commencement.
• Rule 14e-1(b) requires an additional 10 business days if the price, the percentage of securities sought, or the dealer's soliciting fee changes.
• Rule 13e-4(e) governs the manner of dissemination, incorporating the Rule 14d-4 methods used for third-party offers.
• Rule 13e-4(f)(2)(i) gives holders withdrawal rights throughout the offer period and again after 40 business days from commencement if their securities have not yet been accepted for payment.
• Rule 13e-4(f)(5) requires prompt payment for, or return of, tendered securities after the offer terminates or is withdrawn.
• Rule 13e-4(f)(8) imposes the all-holders and best-price requirements.

Amendment triggers

SC TO-I/A amendments make up a large share of the dataset because Rule 13e-4 requires repeated updating during the life of the offer:

• Rule 13e-4(c)(3) requires prompt amendment for any material change in the previously disclosed information.
• Changes to the offered price, the percentage of the class sought, or the dealer's soliciting fee must be filed and disseminated far enough in advance that the offer remains open at least 10 business days after the change, consistent with Rule 14e-1(b).
• Rule 13e-4(c)(4) requires a final results amendment within 10 business days after termination of the offer, reporting securities tendered, securities accepted, any proration factor, the final (or clearing) price, and the total consideration paid.

A single campaign therefore typically generates one original SC TO-I at commencement followed by a sequence of SC TO-I/A filings covering extensions, term changes, supplemental offer documents, press releases, and the closing results amendment.

Important distinctions

• SC TO-T (third-party tender offers): filed by an external bidder under Section 14(d) for a target's securities. Subject-company recommendations are filed separately on Schedule 14D-9. Not in this dataset.
• SC 13E3 (going-private transactions): required under Section 13(e)(3) and Rule 13e-3 when the transaction is reasonably likely to cause Exchange Act deregistration or delisting. An issuer self-tender that is also a going-private transaction is filed on both SC TO-I and SC 13E3, often on a combined cover. Only the SC TO-I component is captured here.
• Open-market repurchases under Rule 10b-18 are not tender offers and generate no Schedule TO filing; they are reported through Item 703 of Form 10-Q and Form 10-K.
• Exchange offers for the issuer's own newly issued securities trigger both Rule 13e-4 (SC TO-I) and Securities Act registration (typically Form S-4); only the Schedule TO side is in this dataset.
• Tender offers for non-convertible debt securities are generally outside Rule 13e-4, which applies to equity and equity-linked securities. Such offers remain subject to Regulation 14E's anti-fraud and minimum-period rules but are typically not filed on Schedule TO.
• Odd-lot programs may rely on the Rule 13e-4(h)(5) exemption from certain Rule 13e-4 requirements while still being filed on SC TO-I when structured as formal tender offers.
• Cross-border issuer tender offers eligible for the Tier I exemption under Rule 13e-4(h)(8) generally file on Form CB rather than Schedule TO.

The dataset covers SC TO-I and SC TO-I/A submissions to EDGAR beginning January 2000, immediately after the Commission's 1999 adoption of the unified Schedule TO framework (Release No. 33-7760), which replaced the predecessor Schedule 13E-4 effective January 24, 2000. Pre-2000 issuer self-tender filings on Schedule 13E-4 / 13E-4A are not in scope.

How This Dataset Differs From Similar Datasets or Filings

Schedule TO-I sits inside a tightly bounded family of tender-offer and repurchase disclosures. The filings below share surface features with SC TO-I (a corporate offer for securities, the Schedule TO architecture, or Williams Act lineage), but each is triggered by a distinct filer role, transaction structure, or rule. The comparisons clarify where records overlap and where they cannot substitute for one another.

Schedule TO-T — Third-Party Tender Offers

SC TO-T is the closest structural cousin: same Rule 14d-100 form set, same exhibit conventions, same /A amendment pattern. The difference is jurisdictional. Schedule TO-T is filed by a third-party bidder under Section 14(d)(1) for securities of a company it does not control; SC TO-I is filed by the issuer under Rule 13e-4 to repurchase or exchange its own securities. SC TO-T disclosures emphasize external financing, minimum tender conditions, and regulatory approvals; SC TO-I discloses self-tender terms, the issuer's source of funds, treatment of repurchased shares, and effects on remaining holders. Change-of-control research belongs to SC TO-T; recapitalizations, issuer Dutch auctions, and issuer exchange offers belong to SC TO-I.

Schedule 13E-3 — Going-Private Transactions

Schedule 13E-3 is filed under Rule 13e-3 when an issuer or affiliate transaction has a reasonable likelihood of causing deregistration or delisting. It overlaps with SC TO-I when a self-tender is the first step of a take-private, in which case the filer complies with both rules and submits a combined SC TO-I / SC 13E-3 cover. The distinction is content. SC TO-I covers the mechanics and terms of the tender; Schedule 13E-3 adds fairness disclosures — purpose, director and special-committee determinations, fairness opinions, alternatives considered, and valuation analysis. An SC TO-I dataset surfaces going-private transactions only when they are structured as issuer tenders; merger-squeeze-outs and reverse-split going-private deals appear only on Schedule 13E-3.

Schedule 14D-9 — Target Board Recommendation

Schedule 14D-9 is the target's mandatory response to a third-party tender, filed under Rule 14d-9 within ten business days of commencement, containing the board recommendation, reasoning, conflicts, and any solicitation by the target. It is the mirror image of SC TO-I in role: SC TO-I is the issuer initiating its own offer; 14D-9 is the issuer reacting to someone else's. The two will essentially never coexist for the same transaction.

SC TO-C — Pre-Commencement Communications

SC TO-C captures written communications about a planned tender offer made before formal commencement, filed under Rule 14d-2(b) (third-party) or Rule 13e-4(c) (issuer). It typically contains a press release, investor deck, or employee email — no offer-to-purchase, no financial statements, no definitive terms. SC TO-C is the announcement trail; SC TO-I is the dispositive operative filing. A complete deal record joins SC TO-I with the preceding SC TO-C filings under the same subject-company CIK.

Schedule 13E-4 — The Pre-2000 Predecessor

Schedule 13E-4 was the dedicated issuer self-tender form under Rule 13e-4 before the SEC's "Regulation of Takeovers and Security Holder Communications" rulemaking adopted October 22, 1999 (Release Nos. 33-7760 / 34-42055), effective January 24, 2000. That release consolidated issuer and third-party tender offers onto a single Schedule TO: Schedule 13E-4 was rescinded and replaced by Schedule TO-I, and Schedule 14D-1 was replaced by Schedule TO-T. Because the SC TO-I dataset begins with the new regime in January 2000, pre-2000 issuer self-tenders sit under the SC 13E4 and SC 13E4/A form codes on EDGAR. Longitudinal studies spanning the late 1990s through the present must merge the two and harmonize fields, since disclosure items were renumbered and restructured in the consolidation.

Form 8-K — Tender Announcement Items

Self-tenders are routinely cross-disclosed on Form 8-K. Item 8.01 (other events) typically carries the announcement itself; Item 1.01 (material definitive agreement) may capture dealer-manager or financing agreements; Item 2.03 can capture associated debt. Item 5.07 (shareholder vote results) is not implicated unless a related merger or charter amendment is on the ballot. The 8-K is a four-business-day summary at a point in time; SC TO-I is the full operative disclosure — offer-to-purchase, letter of transmittal, financials, and exhibits — filed at commencement and amended throughout the offer period. The 8-K provides announcement context; it does not substitute for the tender record.

Open-Market Buybacks under Rule 10b-18 and Rule 10b5-1

Open-market repurchases conducted within the Rule 10b-18 safe harbor or pursuant to a Rule 10b5-1 trading plan are exempt from Rule 13e-4 by Rule 13e-4(h)(1) and produce no Schedule TO filing. They are authorized by board resolution (often announced on 8-K), reported in the issuer's quarterly repurchase table in 10-Q Part II Item 2 and 10-K Item 5, and, where a 10b5-1 plan is used, may trigger Item 408 disclosures. The dividing line is offer structure: SC TO-I applies to a discrete, time-limited offer to all holders at a stated price or range with fixed terms and withdrawal rights; open-market buybacks are continuous, discretionary, and executed at prevailing prices. A buyback dataset built from 10-K/10-Q repurchase tables and an SC TO-I dataset describe non-overlapping populations.

Rule 13e-1 — Issuer Purchases During a Third-Party Bid

Rule 13e-1 requires an issuer to file a statement before purchasing its own securities while a third-party tender for the same class is pending. It governs a narrow defensive scenario — issuer buying during a competing or hostile bid — not the issuer's own formal tender. These filings are distinct from Schedule TO and produce no SC TO-I record.

Form 25 — Delisting Endpoint

Form 25 is the Section 12(b) notification of removal from listing, filed by the exchange or the issuer. It is not a tender document but is the downstream artifact of a successful issuer self-tender that completes a going-private or going-dark sequence. A full take-private chain typically reads SC TO-I (operative offer) — Schedule 13E-3 (fairness) — Form 25 (delisting) — Form 15 (deregistration). SC TO-I records alone do not indicate whether a tender ultimately produced a delisting.

Form N-23C-3 — Closed-End Fund Interval Repurchases

Form N-23C-3 is filed by registered closed-end funds operating under Rule 23c-3 of the Investment Company Act to conduct standing, scheduled repurchase offers (typically quarterly) at NAV. Closed-end funds that instead conduct discretionary tender offers under Rule 13e-4 (and Section 23(c) of the 1940 Act) file SC TO-I. The regimes are mutually exclusive for a given offer: N-23C-3 captures interval-fund mechanics; SC TO-I captures ad hoc fund tenders. Comprehensive fund-liquidity datasets require both.

Rule 14e-5 — Outside-the-Tender Purchase Prohibition

Rule 14e-5 prohibits a covered person (bidder, dealer manager, affiliates) from purchasing the subject securities outside the tender offer from public announcement through expiration. It is a conduct rule, not a filing regime, and produces no dataset. It conditions what appears in SC TO-I exhibits — particularly dealer-manager agreements — and exemptive relief from 14e-5 occasionally appears referenced in SC TO-I exhibits or related no-action correspondence.

Boundary Summary

SC TO-I is the definitive post-January-24-2000 record of issuer self-tender offers filed on Schedule TO under Rule 13e-4. It is distinguished from SC TO-T by filer role (issuer vs. third-party bidder), from Schedule 13E-3 by content layer (offer mechanics vs. fairness disclosure), from Schedule 14D-9 by orientation (initiating vs. responding), from SC TO-C by stage (definitive vs. pre-commencement), and from Schedule 13E-4 by regime era (post- vs. pre-consolidation). It does not capture open-market repurchases, Rule 13e-1 defensive purchases, Rule 23c-3 interval repurchases, or downstream Form 25 delistings — each of which requires a separate dataset. Within scope, SC TO-I provides the complete commencement-through-completion record, including amendments and exhibits, for issuer-initiated tender offers from 2000 forward.

Who Uses This Dataset

SC TO-I filings package the Offer to Purchase, Letter of Transmittal, dealer manager and depositary agreements, EX-FILING FEES, and final-results amendments for every issuer self-tender. The professional users below each work from different parts of that record.

Tender Offer Counsel

Securities lawyers drafting Schedule TO use the dataset as a precedent library for issuer self-tenders, modified Dutch auctions, and Rule 13e-4 exchange offers. They pull the Offer to Purchase to compare conditions, financing and MAC language, withdrawal rights, proration mechanics, odd-lot priority, and U.S. tax disclosure. SC TO-I/A amendments show how peers extended expirations, raised consideration, waived conditions, and disclosed final results, supporting precedent banks and SEC comment-letter responses.

Dealer Managers, Depositaries, and Information Agents

Bankers running self-tender execution and the agents supporting them mine exhibits for executed dealer manager, soliciting dealer, depositary, and information agent agreements. They benchmark fee schedules, indemnification, and expense terms, and reuse Letters of Transmittal and Notices of Guaranteed Delivery as templates for settlement workflow. Pitch teams cite prior mandates by structure, size, and consideration type.

Risk Arbitrage and Event-Driven Analysts

Arb desks read each open Offer to Purchase for price or auction range, securities sought, expiration, minimum tender condition, financing condition, and proration provisions. For modified Dutch auctions they model clearing price and proration factor. SC TO-I/A amendments drive real-time updates on price changes, condition waivers, extensions, and final results. The historical archive calibrates tender-odds models, proration distributions, and post-tender drift studies.

Corporate Treasury and Investor Relations

Treasury and capital allocation staff evaluating a self-tender against open-market buybacks or special dividends benchmark premium to pre-announcement price, size relative to float, conditions, and financing structures using prior Offers to Purchase. IR teams reuse press release and Q&A exhibits when drafting their own announcement materials. Boards and CFOs reference completion rates and the frequency of price increases or extensions in comparable deals.

Closed-End Fund Analysts and Activists

CEF managers and analysts track discount-management tenders and periodic repurchase programs filed on Schedule TO-I, following cadence, percentage sought, NAV-linked pricing, and historical participation rates to forecast future activity and discount-narrowing impact. Activists targeting persistently discounted funds use the same records to argue periodic tenders are insufficient.

Equity Research and Quant Strategists

Research and quant teams feed SC TO-I terms and final-results amendments into corporate-action histories, buyback-intensity factors, payout-yield signals, and EPS adjustments. Structured event dates and consideration data support announcement-effect studies around commencement, expiration, and results.

Compliance and Rule 14e-5 Monitoring

Broker-dealer and asset manager compliance teams use commencement, expiration, and withdrawal windows from the Schedule TO cover and Offer to Purchase to enforce Rule 14e-5 prohibitions on purchases of the subject security outside the offer and to scope information barriers. Section 16 officers at filers align tender mechanics with insider trading windows and pre-clearance.

Enforcement and Academic Researchers

Regulatory staff and academics run empirical work on premiums, withdrawal rates, proration outcomes, completion rates by structure, and Rule 13e-4 mechanical compliance such as minimum offer periods, prompt payment, and equal treatment. The full-text archive supports disclosure-quality and drafting-evolution studies.

Governance Analysts

Proxy advisors and governance analysts use SC TO-I records to inform views on repurchase authorizations, anti-takeover provisions, executive comp affected by share reductions, and capital-return accountability. Premiums, fairness opinion exhibits where included, and board process disclosures feed governance scoring.

Data Engineering and LLM/RAG Teams

Vendor and buy-side engineers normalize the dataset into corporate-action feeds with fields for offer type, price or auction range, securities sought, expiration, conditions, EX-FILING FEES amounts, and final results. Teams building retrieval-augmented systems and domain LLMs use Offers to Purchase, Letters of Transmittal, and dealer manager agreements as a bounded corpus for fine-tuning and grounded QA on tender mechanics.

Counsel, bankers, agents, arbitrageurs, issuers, fund analysts, compliance officers, governance advisors, researchers, and data teams each read different parts of the same SC TO-I record. The combination of legally operative offer documents, executed agency agreements, fee exhibits, and amendment-by-amendment results makes the archive usable for both single-deal drafting and systematic, dataset-wide workflows.

Specific Use Cases

The use cases below are grounded in the actual contents of an SC TO-I record: the Schedule TO cover, the EX-99.(A) offer-document suite, EX-99.(B)/(D) agreements, the inline-XBRL EX-FILING FEES exhibit, the final-amendment results disclosure, and the metadata.json filings index that ties them together.

Precedent libraries for issuer self-tender drafting

Tender offer counsel assemble precedent banks of Offers to Purchase (EX-99.(A)(1)(I)) and Letters of Transmittal (EX-99.(A)(1)(II)) filtered by structure (fixed-price, modified Dutch auction, exchange offer) and by issuer profile. They diff conditions-precedent sections, MAC language, withdrawal-rights mechanics, odd-lot priority, proration provisions, and federal tax disclosure across peer filings. Routine SC TO-I/A bodies show how those same peers extended expirations, waived financing conditions, or increased consideration mid-offer, supporting SEC comment-letter responses and form-document updates.

Dutch auction clearing-price and proration modelling

Event-driven analysts parse the auction range, securities sought, minimum tender condition, and proration formula out of each open Offer to Purchase, then bind those terms to the final-amendment SC TO-I/A body to extract aggregate shares tendered, clearing price, and final proration factor. Calibrated on the historical archive, this builds a tender-odds and proration-distribution model used to size positions during the offer window and to back-test post-tender drift. The 005-… fileNo on the Subject entity stitches each commencement to its sequence of amendments and the terminal results filing.

Capital-return benchmarking for treasury and boards

Corporate treasury teams comparing a contemplated self-tender against open-market buybacks or a special dividend pull peer Offers to Purchase to benchmark premium to pre-announcement price, percentage of float sought, cash-on-hand versus debt-financed structures, and the use of accelerated share repurchase add-ons. EX-99.(B) loan and commitment agreements quantify financing terms on debt-funded deals; EX-FILING FEES confirms aggregate transaction valuation. Completion rates, price-increase frequency, and extension rates pulled from final amendments inform the board memo on expected execution.

Dealer manager and depositary fee benchmarking

Investment banks pitching self-tender execution mandates and the depositary, information-agent, and soliciting-dealer firms supporting them mine executed dealer manager agreements filed under EX-99.(D) for fee schedules, indemnification scope, expense reimbursement caps, and tail provisions. Letters of Transmittal and Notices of Guaranteed Delivery are reused as settlement-workflow templates. Pitch decks cite prior mandates by issuer size, consideration type, and offer structure, sourced from the dataset-wide metadata.json index.

Closed-end fund discount-management tracking

CEF and BDC analysts group SC TO-I accessions by issuer CIK (not by fileNo, which is reissued per offer) to build a per-fund time series of quarterly or ad hoc "Offer to Repurchase" filings. They track repurchase cadence, percentage of outstanding shares sought, NAV-linked pricing mechanics, and historical participation rates pulled from each final amendment to forecast forward repurchase volume and discount-narrowing impact. Activists targeting persistently discounted funds cite the same series to argue periodic tenders are insufficient.

RAG corpora and structured corporate-action feeds

Data engineers normalise the metadata.json filings index plus the typed exhibit set into a corporate-action feed carrying offer type, price or auction range, securities sought, expiration, conditions, ffd:-tagged EX-FILING FEES valuations, and final-amendment results. The same records — Offers to Purchase, Letters of Transmittal, dealer manager agreements, and Schedule TO bodies — form a bounded, legally operative corpus for retrieval-augmented question answering and fine-tuning on Rule 13e-4 tender-offer law, with each chunk anchored to an accession, <TYPE>, and EX-99 letter group.

Rule 14e-5 and insider-window compliance scoping

Broker-dealer and asset-manager compliance teams extract commencement date, scheduled expiration, and withdrawal-period windows from the Schedule TO cover and the Offer to Purchase to scope Rule 14e-5 trading prohibitions on the subject security and to set information barriers for covered persons. Section 16 officers at the filer align tender mechanics — pricing date, payment date, and any extension disclosed in an SC TO-I/A — with pre-clearance calendars and insider trading windows.

Dataset Access

The Form SC TO-I Files Dataset can be accessed through three methods: a JSON metadata endpoint, a full archive download, and per-container downloads.

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

Returns dataset metadata, including name, description, last updated timestamp, earliest sample date, total record and size counters, covered form types (SC TO-I, SC TO-I/A), container format (ZIP), included file types (TXT, JSON, HTML, PDF), the full dataset download URL, and the list of individual container files with per-container size, record count, updated timestamp, and download URL. This endpoint does not require an API key and can be polled regularly to detect which containers changed in the most recent refresh, so only updated containers need to be re-downloaded.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6910-bdbe-3f705f90b984",
        

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

          4
            "name": "Form SC TO-I Files Dataset",
        

          5
            "updatedAt": "2026-05-16T03:03:48.865Z",
        

          6
            "earliestSampleDate": "2000-01-01",
        

          7
            "totalRecords": 102346,
        

          8
            "totalSize": 909536525,
        

          9
            "formTypes": ["SC TO-I", "SC TO-I/A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

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

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

          16
                "size": 13818783,
        

          17
                "records": 154,
        

          18
                "updatedAt": "2026-05-16T03:03:48.865Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

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

Downloads the complete dataset as a single ZIP archive covering filings from January 2000 to present. This endpoint requires an API key.

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

Downloads one monthly container, useful for incremental syncs based on the updatedAt values reported by the index API. This endpoint requires an API key.

Frequently Asked Questions

What forms does this dataset cover?

The dataset covers Form SC TO-I (an original issuer tender-offer statement filed on Schedule TO under Rule 13e-4) and Form SC TO-I/A (any amendment to a previously filed SC TO-I, including the terminal "final amendment" reporting tender results).

What does one record in this dataset represent?

One record is a single EDGAR accession — either an original SC TO-I or one SC TO-I/A amendment — packaged as an accession-level folder named after the 18-digit dash-stripped accession number. The folder contains a structured metadata.json manifest plus the Schedule TO cover document and every associated EX-99 exhibit as individual HTML/XHTML files. The record unit is the accession, not the tender-offer campaign; a single tender offer typically generates multiple records (one original plus a sequence of amendments).

Who is required to file Form SC TO-I?

The filer is always the issuer making a tender offer for its own outstanding securities, as required by Section 13(e) of the Exchange Act and Rule 13e-4 thereunder. Typical filers include domestic operating companies repurchasing their own equity, closed-end management investment companies conducting periodic repurchase offers, business development companies, issuers conducting exchange offers for their own securities, and foreign private issuers conducting self-tenders that do not qualify for the Tier I cross-border exemption.

When must Schedule TO be filed?

Under Rule 13e-4(c)(2), the issuer must file the Schedule TO on the date the offer is first published, sent, or given to security holders, so the EDGAR filing date normally coincides with commencement. Material changes trigger prompt amendments under Rule 13e-4(c)(3), and Rule 13e-4(c)(4) requires a final results amendment within ten business days after the offer terminates.

How does this dataset differ from the Schedule TO-T (third-party) dataset?

SC TO-T and SC TO-I share the same Rule 14d-100 form set and the same exhibit conventions, but they differ in filer role. The Schedule TO-T (third-party) dataset is filed by a third-party bidder under Section 14(d)(1) for securities of a company it does not control, whereas SC TO-I is filed by the issuer itself under Rule 13e-4 to repurchase or exchange its own securities. Change-of-control research belongs to SC TO-T; recapitalizations, issuer Dutch auctions, and issuer exchange offers belong to SC TO-I.

What time period does the dataset cover?

Coverage begins on January 1, 2000, immediately following the SEC's January 24, 2000 consolidation of Schedules 13E-4 and 14D-1 into the unified Schedule TO framework (Release No. 33-7760), and continues to the present. Pre-2000 issuer self-tender filings on the predecessor Schedule 13E-4 are not in scope.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers, each holding accession-level folders. File types within the archive are TXT, JSON, HTML, and PDF, with HTM/XHTML and the JSON manifest dominating modern filings. Containers can be downloaded individually for incremental syncs or as a single full-archive ZIP via the dataset access endpoints.