The Form SC14D9C Files Dataset is a complete EDGAR archive of subject-company written communications relating to third-party tender offers, filed under Rule 14d-9(a) under Section 14(d)(4) of the Securities Exchange Act of 1934. One record corresponds to a single SC14D9C accession on EDGAR — the Schedule 14D-9 cover plus any attached EX-99.x exhibits and a structured metadata.json summary of the submission. The filer is the target of the tender offer (the subject company), not the bidder, and each separate written communication piece — press release, employee FAQ, customer letter, investor deck, transcript — is filed as its own SC14D9C submission. The dataset begins on January 1, 2000, immediately after the SEC's Regulation M-A rule package took effect, and is delivered as one ZIP container per calendar month under a YYYY/YYYY-MM.zip path.
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The dataset packages every Form SC14D9C submission accepted by EDGAR since January 2000. Form SC14D9C is the Schedule 14D-9 cover used by the subject company to file written communications about a pending or anticipated third-party tender offer in advance of its formal solicitation/recommendation statement on Schedule 14D-9. The "C" suffix denotes a communication, not a recommendation: the cover identifies the subject company, the bidder, and the underlying tender offer, while the substantive content rides in attached EX-99.x exhibits or, in some submissions, in a contemporaneous Form 8-K incorporated by reference.
For each accession number, the dataset includes the per-filing metadata.json and every document in the original EDGAR submission except image files. Submission documents are retained inside EDGAR's SGML envelope exactly as accepted. The dataset is distributed as ZIP containers; record-level documents are predominantly HTML, with TXT, PDF, and JSON file types also present across the historical span.
One record in the Form SC14D9C Files Dataset corresponds to a single SC14D9C submission on EDGAR — that is, one accession number — packaged as a folder whose name is the 18-digit accession number with the hyphens removed. Inside that folder sits exactly one metadata.json describing the submission, plus the original EDGAR submission documents: the primary SC14D9C cover and any exhibits attached to it. The dataset is delivered as one ZIP per calendar month under a YYYY/YYYY-MM.zip path, and each monthly ZIP decompresses into a YYYY-MM/ directory whose immediate children are these per-accession folders. The atomic record unit is therefore the per-accession folder — not the monthly ZIP, and not any individual document inside the folder.
Form SC14D9C is a written communication by the subject company relating to a third-party tender offer, filed under cover of Schedule 14D-9 pursuant to Rule 14d-9(a) under Section 14(d)(4) of the Securities Exchange Act of 1934. The "C" suffix denotes that the submission is a communication — typically released before the subject company has filed its formal solicitation/recommendation statement on Schedule 14D-9 — rather than the formal recommendation statement itself. The filer of an SC14D9C is the target/subject company (or someone acting on its behalf), not the bidder; the bidder's parallel pre-commencement vehicle is Schedule TO-C. Each separate written communication piece must be filed as its own SC14D9C submission, which is why the same target frequently appears in close succession when management releases a press release, an employee Q&A, a customer letter, and other tender-offer-related communications in parallel.
Mechanically, an SC14D9C is a thin Schedule 14D-9 cover that brackets one or more attached communication exhibits. The cover identifies the subject company, the bidder, and the underlying tender offer; the substantive content — the actual communication being disseminated to security holders — is delivered in the attached exhibits, normally tagged as EX-99.1, EX-99.2, and so on. In some submissions the cover itself merely incorporates a contemporaneous Form 8-K (or specific items of one) by reference, in which case the exhibit slate may be empty and the substantive content lives in the cross-referenced filing.
A single record is composed of three concentric layers:
metadata.json — a structured per-filing record summarizing the EDGAR submission header, the filing index, the named parties, and the file manifest.SC14D9C cover plus any EX-99.x exhibits, each delivered as an HTML file wrapped in EDGAR's SGML envelope.Image files (logos, photographs, scanned signatures, embedded chart graphics) that may accompany the original EDGAR submission are excluded from the dataset copy. EDGAR's complete-submission single-file SGML/TXT representation is referenced via URL inside metadata.json but is not redistributed as a local file in the record folder.
metadata.json structuremetadata.json is the per-filing structured record. Its top-level fields are:
formType — always the literal string "SC14D9C".accessionNo — EDGAR accession in hyphenated form, e.g. "0001193125-25-167252".description — the static descriptor "Form SC14D9C - Written communication relating to third party tender offer".filedAt — ISO-8601 timestamp with timezone offset, capturing the EDGAR acceptance time.linkToFilingDetails — URL to the primary SC14D9C document on EDGAR (the document the index page treats as the principal filing).linkToTxt — URL to the complete EDGAR submission as a single SGML/TXT file with every document concatenated together.linkToHtml — URL to the EDGAR filing index page.linkToXbrl — empty string for SC14D9C.id — a 32-character hexadecimal internal record identifier.documentFormatFiles — array of objects, one per file in the EDGAR submission, plus a final catch-all entry pointing at the complete-submission TXT.entities — array describing the parties named in the EDGAR header (filer and subject; for SC14D9C these are normally the same company recorded twice with different role suffixes).seriesAndClassesContractsInformation — array, empty for SC14D9C (the form does not carry investment-company series/class data).dataFiles — array, empty for SC14D9C.documentFormatFiles[]Each element describes one attached file. Keys include sequence (numeric strings "1", "2", "3" for documents, with a single literal space " " reserved for the catch-all complete-submission row), size (file size in bytes as a string), documentUrl (direct EDGAR URL), description (free-text label supplied by the filer, such as "SC14D9C", "EX-99.1", or "Complete submission text file"), and type (the EDGAR document-type label, mirroring the <TYPE> line inside the SGML wrapper). The complete-submission TXT row is conventionally the last entry in the array. Common shapes are: one primary with no exhibits (the cover incorporates another filing by reference), one primary plus one or two EX-99.x exhibits, and occasionally larger exhibit slates when management releases multiple coordinated communication pieces simultaneously.
entities[]For SC14D9C the same legal entity ordinarily appears twice — once as (Filed by) and once as (Subject) — because the subject company files on its own behalf. Per-entity keys include cik, companyName (with the role suffix appended), tickers (array of trading symbols), irsNo (IRS employer identification number, populated as "000000000" when withheld), stateOfIncorporation (two-letter code), fiscalYearEnd (MMDD), sic (SIC code with a human-readable description appended), and type (mirrors formType). Three keys appear only on the (Subject) entity: act (the Exchange Act number, normally "34"), fileNo (the SEC file number, e.g. "005-60499" for tender-offer files in the 005- series), and filmNo (the SEC film/microfiche number assigned at acceptance).
Each .htm file in the accession folder is the original EDGAR document, retained inside EDGAR's SGML wrapper exactly as accepted. The file opens with a small SGML header block — <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT> — encloses an <HTML> body containing the rendered communication, and closes with </TEXT></DOCUMENT>. A representative header block looks like:
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<DOCUMENT>
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<TYPE>SC14D9C
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<SEQUENCE>1
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<FILENAME>d51736dsc14d9c.htm
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<DESCRIPTION>SC14D9C
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<TEXT>
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<HTML>...</HTML>
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</TEXT>
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</DOCUMENT>
The four SGML metadata lines duplicate, line for line, the corresponding entry in documentFormatFiles[], providing a redundant in-document anchor for the file's role.
Primary SC14D9C cover (sequence 1). This is the Schedule 14D-9 cover page. It identifies the subject company by name and address; lists the names and addresses of the persons filing the statement; gives the title and CUSIP of the subject class of equity securities; names the contact person authorized to receive notices on behalf of the persons filing; and identifies outside counsel where applicable. The cover indicates which Rule 14d-9 box is checked — most pre-launch communications check the "Pre-Commencement Communications pursuant to Rule 14d-2(b) under the Exchange Act" box (or an analogous box), marking the submission as a preliminary communication. Beneath the cover, some filings embed substantive narrative directly: a description of the merger agreement, a roadmap of attached exhibits, the mandatory "ADDITIONAL INFORMATION AND WHERE TO FIND IT" legend directing security holders to the forthcoming Schedule 14D-9, and a "CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS" disclaimer. Other filings use the cover purely as a procedural wrapper, with a short paragraph that incorporates a contemporaneous Form 8-K (or named items of it) by reference, leaving substantive content to flow through the incorporated filing. Signatures, where present, appear on the cover and identify the officer signing on behalf of the subject company.
EX-99.x exhibits (sequence 2 and onward). These exhibits hold the actual communications: press releases announcing the deal or its terms, employee Q&A documents, internal "all-colleagues" letters from the CEO, customer or partner letters, transcripts of conference calls or town halls, social-media post collections, investor-presentation slide decks, and similar pieces. Each exhibit document repeats the mandatory legends — the "Important Additional Information and Where to Find It" notice and the forward-looking-statements cautionary language — typically at the foot of the document. These two boilerplate blocks are required by Rule 14d-9(a) and Rule 165 / Regulation M-A and are reliable textual markers when classifying or extracting content programmatically.
Complete-submission TXT row. A virtual entry in documentFormatFiles[] (with sequence set to a single space character) points at EDGAR's concatenated SGML/TXT representation of the whole submission. This is a reference URL only; the dataset does not store the file locally.
Document filenames within an accession folder follow the conventions of the financial-printer filing agent that prepared the submission. A large share of SC14D9C filings are prepared by Donnelley Financial Solutions (filer-agent CIK 0001193125), which produces filenames of the form d<digits>d<slug>.htm, where d<digits>d is the printer's internal job identifier (e.g. d51736d, d84611d, d49582d, d897100d) and <slug> encodes the document role: sc14d9c for the primary cover, ex991, ex992, ex993, etc. for the numbered exhibits. Other filer agents follow their own, typically self-evident slug schemes (tm25...d1_sc14d9c.htm, ny<digits>_sc14d9c.htm, etc.). The slug is a useful but non-authoritative hint about a file's role; the authoritative role assignment is the <TYPE> line of the SGML envelope and the type field in documentFormatFiles[].
Submission documents in modern records are overwhelmingly HTML. The file-types found across the dataset are TXT, JSON, HTML, and PDF, reflecting the historical span: HTML and PDF for rendered documents, TXT for legacy ASCII bodies that survived in older submissions, and JSON for the per-record metadata.json. Image files (.jpg, .gif, .png) referenced by the rendered HTML are excluded from the dataset copy by design, so an exhibit that originally carried embedded images will display as text plus broken-image references when rendered locally.
A record contains:
metadata.json summary of the EDGAR submission header, filing index, party identifiers, and file manifest;EX-99.1, EX-99.2, and any further EX-99.x), each in its SGML-wrapped HTML form;A record does not contain:
The SC14D9C form has existed in essentially its current shape since the SEC's M&A Release (Release No. 33-7760) restructured Regulation 14D and Regulation 14E and adopted Rule 165 / Regulation M-A in October 1999 — placing the dataset's January 2000 start date immediately after the rule's effective date and on the cusp of a deliberate liberalization of pre-commencement communications. That rule package decoupled written communications about a third-party tender offer from the formal commencement of the offer: rather than treating early communications as illegal solicitations, the SEC permitted broad pre-commencement communication subject to the requirement that each piece be filed on the date first used. SC14D9C is the cover used by the subject company for that filing; its parallel for bidders is SC TO-C. The required structural elements of an SC14D9C — the Schedule 14D-9 cover identifying the subject company, the bidder, and the offering security; the explicit legend directing investors to the forthcoming formal Schedule 14D-9; and the forward-looking-statements safe harbor language — have been stable since 2000.
Refinements introduced over the dataset's span have been incremental rather than structural. Rule 162 / 165 amendments and successor SEC interpretive guidance tightened the contents of the "Important Information and Where to Find It" legend (for example, prompting filers to add SEC EDGAR links and tender-offer document references in machine-friendly form), and the staff's M&A guidance through the 2000s and 2010s sharpened the content of forward-looking statements disclaimers in tender-offer communications. These refinements adjust the content of the boilerplate legends rather than the surrounding form structure.
Filings since January 2000 have always been packaged inside EDGAR's SGML submission envelope. Within that envelope, the document body has shifted across three regimes that may all be visible in the dataset:
.txt document bodies, where they exist, are retained as-is.<HTML>...</HTML> content sits inside the same SGML envelope, preserving the same <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> header lines.d<jobid>d<role>.htm) that make the document role identifiable from the filename alone.entities[]. Because SC14D9C is filed by the subject company itself, the two entries with (Filed by) and (Subject) suffixes normally describe the same legal entity at the same CIK. Treat them as one company with two metadata projections; the (Subject) entry carries the SEC file number, film number, and act keys, while the (Filed by) entry typically does not.<TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> lines inside each document echo the corresponding entry in metadata.json's documentFormatFiles[]. Either source can be used to assign roles; using the SGML header is robust to JSON parsing issues, while using documentFormatFiles[] is robust to malformed document bodies.fileNo namespace. The SEC file number for a third-party tender offer normally lives in the 005- series; seeing this prefix on the (Subject) entity is a quick sanity check that the filing was correctly classified as a tender-offer communication rather than miscoded.2834, 2836) and other M&A-active sectors. This is not a structural feature of the form but a useful prior when validating extraction results./A amendments. The progression of communications must therefore be reconstructed by chaining records on subject CIK plus the underlying tender-offer file number.The filer of Form SC14D9C is the subject company in a third-party tender offer — the issuer whose equity securities a separate bidder is seeking to acquire. Each record on EDGAR is one accession number containing the SC14D9C cover plus the underlying written communication (press release, employee or customer letter, investor deck, transcript, FAQ, social or website post) and any exhibits.
Filers in this population include:
The filer is not the bidder. Bidder-side pre-commencement written communications are filed under SC TO-C under Rule 14d-2(b). Officers, directors, advisers, and proxy solicitors are not the legal filer; the subject company is. A non-issuer person who independently solicits or recommends action on the offer (a controlling holder, employee group, competing bidder, or adviser publishing a recommendation) files in its own capacity under Rule 14d-9 and may use the SC14D9C cover for its own pre-commencement written communications.
The trigger is communication-driven, not periodic. A filing arises each time the subject company disseminates, publishes, sends, or gives to security holders any written communication relating to a third-party tender offer for its securities, before its formal Schedule 14D-9 has been filed. Each separate written communication generally produces its own SC14D9C; integrated communications packages (press release plus employee letter plus FAQ plus investor deck) commonly produce multiple same-day filings.
Typical triggering materials:
Purely oral, unrecorded communications do not themselves require an SC14D9C, but written materials prepared for them (slides, scripts, transcripts) do.
Form SC14D9C is filed under Rule 14d-9(a)(2) under Section 14(d)(4) of the Exchange Act, as part of the Regulation M-A communications regime adopted in 1999 (Release No. 33-7760, effective January 2000). The rule lets the subject company communicate publicly about a tender offer in advance of its formal recommendation, provided each written communication is filed on or before the date of first use, carries the required Rule 14d-9 legend pointing holders to the forthcoming Schedule 14D-9, and complies with the federal anti-fraud rules (Section 10(b)/Section 14(e), Rule 10b-5, Rule 14e-3, Rule 14e-8). SC14D9C is the EDGAR cover that effectuates that filing requirement; it is not a content safe harbor.
SC14D9C is a per-communication filing due no later than the date of first use — the same calendar day the communication is first published, sent, or disseminated. In practice:
The SC14D9C window opens as soon as the subject company begins making written communications about an actual or anticipated third-party tender offer, and closes when the subject company files its formal Schedule 14D-9 (which itself is due within ten business days of the offer's commencement and contains the subject company's Item 1-9 disclosures and its accept/reject/neutral/unable-to-take-a-position recommendation). After Schedule 14D-9 is filed, further subject-company communications about the offer move onto Schedule 14D-9 amendments rather than new SC14D9C filings.
SC14D9C sits in a tight cluster of tender offer and M&A communication filings. Distinguishing it requires three axes: the speaker (subject company, bidder, or issuer), the timing (pre-commencement communication versus formal statement), and the transaction regime (third-party tender, issuer self-tender, going-private, foreign issuer, or proxy/registered merger).
The document SC14D9C precedes. Schedule 14D-9 is the subject company's mandated response to a third-party tender offer under Rule 14d-9, filed within ten business days of commencement. It contains the board's recommendation, supporting reasoning, fairness opinions, conflicts, prior contacts, and full item-by-item disclosure.
SC14D9C is the same filer's earlier, informal channel: press releases, employee FAQs, customer letters, or talking points wrapped in a legend pointing holders to the forthcoming 14D-9. 14D-9 is the legally operative recommendation; SC14D9C is the running public commentary around it.
The bidder mirror of SC14D9C. Same timing, same wrapper format, same cautionary legend — but filed by the offering person under Rules 14d-2(b) and Rule 13e-4(c) rather than by the target under Rule 14d-9(a). Reconstructing a deal's communications record almost always requires both; SC14D9C alone gives only the target's voice.
The bidder's formal commencement filing, counterpart to Schedule 14D-9. Compared to SC14D9C: later in the timeline, fully structured (offer terms, financing, sources of funds, plans, exhibits), and authored by the opposite party. SC14D9C may discuss the offer that an SC TO-T formalizes, but never contains the offer terms themselves.
Filed under Rule 13e-4 when a company tenders for its own securities (buybacks, Dutch auctions, self-tenders). There is no separate subject company and no Rule 14d-9 obligation, so SC TO-I is structurally inapplicable. The two datasets cover different transaction types and do not overlap.
Triggered when an affiliate transaction will deregister or delist the company, often layered onto a tender offer or merger. Overlaps with SC14D9C only when a going-private transactions deal takes the form of an affiliate-led third-party tender; in those cases the same transaction may generate SC14D9C, 14D-9, and SC 13E-3 in parallel. 13E-3 compels heightened fairness disclosure (Rule 13e-3 factors, financial advisor reports); SC14D9C is a generic communications wrapper. Narrow and deep versus broad and shallow.
The foreign-private-issuer counterpart to Schedule 14D-9, used when a tender offer qualifies for the SEC's cross-border exemptions and is conducted primarily under home-country rules, often via incorporation by reference of foreign documents. SC14D9F operates under the standard U.S. Rule 14d-9 framework. Different deal structures, rarely substitutes.
The proxy-context analogue to SC14D9C: communications wrappers (press releases, investor decks, employee letters) filed during a corporate transaction with cautionary legends. The decisive difference is deal mechanism — DEFA14A is used when the transaction proceeds through a shareholder vote (one-step merger), while SC14D9C is used when it proceeds through a tender offer. A two-step merger can produce both: SC14D9C and 14D-9 on the tender front end, DEFA14A on any back-end vote.
Covers written communications under Rule 425 in business combinations involving registered securities, typically stock-for-stock mergers. Same wrapper format as SC14D9C, but triggered by Securities Act offer concerns rather than Exchange Act Section 14(d). Cash tender offers rarely produce 425s; stock-for-stock mergers rarely produce SC14D9Cs. Mixed-consideration tender offers can generate both, with the same press release filed under different cover pages. See Form 425 for the rule text.
SC14D9C captures one precise intersection: written communications, by the subject company, about a third-party tender offer, in the pre-commencement or pre-formal-statement window. No other filing occupies that slot. SC TO-C covers the bidder side of the same window; Schedule 14D-9 covers the same filer at the formal stage; DEFA14A and Form 425 cover analogous communications under proxy and registered-merger regimes; SC TO-I and SC 13E-3 cover entirely different transaction structures; SC14D9F substitutes for 14D-9 in cross-border deals.
For most research, SC14D9C is a complement rather than a substitute. A complete tender offer record typically pairs SC14D9C with 14D-9 (target side) and SC TO-C with SC TO-T (bidder side), adding 13E-3 for affiliate deals or swapping in SC14D9F for cross-border ones. Used alone, SC14D9C captures only the target's informal voice in the earliest phase of the offer.
SC14D9C filings capture how a target company speaks publicly to security holders in the window between a tender-offer announcement and its formal Schedule 14D-9 recommendation. The professionals below use that record in distinct ways.
Deal lawyers and in-house counsel treat the dataset as a working library of Rule 14d-9 communications. They mine prior filings to draft press releases, employee FAQs, customer letters, and investor talking points that meet the filing and legending requirements: how the offer was identified, how the mandatory pointer to the eventual 14D-9 was worded, how forward-looking disclaimers were framed, and how communications were sequenced before a stop-look-and-listen response or a formal recommendation.
Risk-arb desks and event-driven funds read SC14D9C filings as the earliest signal of how a target board is leaning. Tone, cadence, and references to financial advisers, go-shop language, or litigation feed deal-spread, completion-probability, and timing models, and inform position sizing and hedge construction on tender-offer trades.
Bankers advising targets and bidders study how similarly situated companies framed prior tender offers to anticipate counterparty reactions and pricing-adequacy signaling. The text and exhibits feed pitch materials, fairness-opinion comparables, and live-deal commentary.
Because tender offers dominate pharma, biotech, and medical-device M&A, the corpus skews toward life-sciences targets, including small and mid-cap clinical-stage names with thin sell-side coverage. Analysts use it for premium benchmarking, comparable-deal analysis, and reading how managements characterize pipeline value, milestone payments, and contingent value rights.
Solicitors advising target boards study holder-communication structure, call-center scripts, broker and custodian outreach, and the timing of communications relative to offer expiration. The output is bid-response playbooks and outreach materials that avoid confusion with the eventual 14D-9.
IR teams at potential targets and companies in takeover-prone sectors use the corpus to benchmark peer responses: how inbound calls were handled in the pre-recommendation window, what employee and customer communications were filed alongside investor materials, and how Reg FD was managed. It supports standby playbooks and templates.
Crisis-PR and strategic-comms firms study tone, framing, and messaging cadence across successive SC14D9C filings in a single contest: how the bidder was characterized, how CEO letters and town-hall remarks were structured, and how language evolved as the contest developed.
Compliance teams at registrants, broker-dealers, and law firms track Rule 14d-9 hygiene across the market: legend presence, prompt filing of written communications, and the boundary between ordinary-course and tender-offer communications. Use cases include compliance reviews, internal training, and post-deal audits.
Academics use the corpus as a primary source on takeover defense, premia, and negotiation dynamics. With filings from 2000 forward, it supports panel studies linking target rhetoric to topping bids, deal completion, and stock-price reactions, and tracks how disclosure practice responds to Delaware case law and Commission guidance.
Quant funds, fintechs, and data vendors use the corpus to train deal-event detection, board-posture classification (resist, neutral, recommend), bidder/target entity extraction, and retrieval systems that answer live-deal questions. Every filing is anchored to a specific tender-offer event, and consistent EDGAR accession structure makes it easy to join with other M&A forms.
In summary: lawyers and bankers draft and benchmark, arb and sector analysts read signals and price risk, solicitors and IR shape messaging, compliance monitors hygiene, and academics and ML teams treat the filings as a clean, event-anchored text corpus on the most price-sensitive days of a tender offer.
Concrete workflows the SC14D9C corpus supports, tied to its actual contents — subject-company written communications about third-party tender offers, with Rule 14d-9 cover, EX-99.x exhibits, and per-filing metadata.json.
Pull every SC14D9C tied to a specific subject CIK and tender-offer file number (the 005- series value in entities[].fileNo), order them by filedAt, and run sentiment and stance classification over the EX-99.x exhibit bodies (press releases, CEO letters, employee Q&As). The output is a per-deal time series of board posture — resist, neutral, supportive — feeding deal-spread and completion-probability models before the formal Schedule 14D-9 lands.
For a live deal, query the corpus by SIC and recent filedAt to surface comparable subject-company communications, then extract the "Important Additional Information and Where to Find It" legend and the "Cautionary Note Regarding Forward-Looking Statements" block from each EX-99.x exhibit. The output is a vetted legend bank, segmented by deal type and law firm, used by deal counsel as drafting starting points.
Join SC14D9C records on subject CIK and tender-offer fileNo with the bidder-side SC TO-C dataset on the same fileNo, and pull any Form 8-K cross-references named in cover narratives that incorporate by reference. The output is a single chronological log of every filed written communication for a specific contest, used in litigation discovery prep, post-mortems, and academic event studies.
Filter entities[] to SIC 2834 and 2836 and group records by subject CIK, then extract recurring themes across exhibits — pipeline value framing, milestone payments, CVR mechanics, employee retention language. The output is a comparables library used by healthcare bankers for pitch materials, by IR teams for standby playbooks, and by sector analysts for premium-adequacy benchmarking.
Iterate every record, parse each EX-99.x for the two mandatory legends, and flag submissions where either is missing, truncated, or filed late relative to the underlying communication's release time inferred from the exhibit body. The output is a compliance dashboard scoring filers, financial printers, and outside counsel on legend adherence and same-day-filing discipline, used in internal audits and CLE training materials.
Use metadata.json entities[] (subject CIK, ticker, SIC) and the fileNo as labeled anchors, paired with the SGML-wrapped HTML bodies, to train models that extract bidder names, offer prices, expiration dates, and board recommendations from unstructured pre-commencement text. The dataset's stable accession-folder layout and consistent SGML headers (<TYPE>, <SEQUENCE>, <DESCRIPTION>) make it a clean supervised-learning corpus for live-deal NLP pipelines.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc14d9c-files.json
This endpoint returns dataset metadata including the name, description, last updated timestamp, earliest sample date, total record and size counters, covered form types, container format, and file types. It also lists every container file in the dataset along with each container's size, record count, updated timestamp, and direct download URL. Use this endpoint to monitor which containers were modified in the most recent refresh run and decide which files to download incrementally on a day-by-day basis. No API key is required to query this endpoint.
Example response:
1
{
2
"datasetId": "1f13365b-9ae0-6978-a481-cbb6d7b09b5f",
3
"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc14d9c-files.zip",
4
"name": "Form SC14D9C Files Dataset",
5
"updatedAt": "2026-05-06T02:51:07.241Z",
6
"earliestSampleDate": "2000-01-01",
7
"totalRecords": 4731,
8
"totalSize": 34014686,
9
"formTypes": ["SC14D9C"],
10
"containerFormat": "ZIP",
11
"fileTypes": ["TXT", "JSON", "HTML", "PDF"],
12
"containers": [
13
{
14
"downloadUrl": "https://api.sec-api.io/datasets/form-sc14d9c-files/2026/2026-05.zip",
15
"key": "2026/2026-05.zip",
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"size": 13818783,
17
"records": 154,
18
"updatedAt": "2026-05-06T02:51:07.241Z"
19
}
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]
21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc14d9c-files.zip?token=YOUR_API_KEY
Use this URL to download the complete dataset as a single ZIP archive containing all SC14D9C filings from January 2000 to the latest refresh. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-sc14d9c-files/2026/2026-05.zip?token=YOUR_API_KEY
Use a per-container URL to download an individual monthly archive instead of the full dataset, which is useful for incremental syncs against the containers reported as updated by the index API. This endpoint requires an API key.
The dataset covers Form SC14D9C — written communications by the subject company relating to a third-party tender offer, filed under cover of Schedule 14D-9 pursuant to Rule 14d-9(a) under Section 14(d)(4) of the Securities Exchange Act of 1934. The "C" suffix marks the submission as a communication (typically pre-commencement), distinct from the formal Schedule 14D-9 solicitation/recommendation statement.
One record corresponds to a single SC14D9C accession on EDGAR, packaged as a folder named after the 18-digit accession number with hyphens removed. Each folder contains a per-filing metadata.json plus the original EDGAR submission documents — the Schedule 14D-9 cover and any EX-99.x exhibits — wrapped in EDGAR's SGML envelope. Image files are excluded by design.
The subject company in a third-party tender offer files SC14D9C — that is, the issuer whose equity is being sought, not the bidder. The filer population includes U.S. domestic Exchange Act reporting companies, foreign private issuers with U.S.-registered equity subject to Section 14(d), and registered issuers such as closed-end funds, REITs, and listed limited partnerships. Bidder-side pre-commencement communications go on Schedule TO-C, not SC14D9C.
SC14D9C is a per-communication filing due no later than the date of first use — the same calendar day the written communication is published, sent, or disseminated to security holders. The window opens with the first written communication about an actual or anticipated third-party tender offer and closes when the subject company files its formal Schedule 14D-9, after which further communications move onto 14D-9 amendments.
The dataset includes all Form SC14D9C filings submitted to EDGAR from January 1, 2000 to present. The start date aligns with the SEC's Regulation M-A rule package (Release No. 33-7760), which created the dedicated pre-commencement communications cover used by SC14D9C.
Schedule 14D-9 is the subject company's formal, item-by-item solicitation/recommendation statement, filed within ten business days of a tender offer's commencement and containing the board's recommendation, fairness opinions, prior contacts, and conflicts disclosure. SC14D9C is the same filer's earlier, informal channel — press releases, employee FAQs, customer letters, investor decks — wrapped in a Rule 14d-9 cover with a legend pointing holders to the forthcoming 14D-9. SC14D9C is running pre-commencement commentary; 14D-9 is the legally operative recommendation.
The dataset is distributed as ZIP containers, one per calendar month under a YYYY/YYYY-MM.zip path. Inside each monthly archive, per-accession folders hold the metadata.json plus the SGML-wrapped submission documents. File types found across the corpus are HTML (the dominant document body format), TXT (legacy ASCII bodies in older submissions), PDF (occasional visual-heavy attachments such as investor decks), and JSON (the per-record metadata.json).