M&A & Strategic Transactions Data API
The M&A & Strategic Transactions Data API shows the terms of transactions that shareholders of public companies vote on. Transactions include mergers, sales to private buyers, going-private deals, asset sales, reverse mergers, and the business combinations and deadline extensions of special purpose acquisition companies (SPACs). The data covers the mergers and other transactions that shareholders vote on from 1994 to the present. Each record covers one proxy statement. Search queries on any field return the matching records in JSON format through one API endpoint.
The API extracts the buyers and sellers, the price per share, the premium over the market price, the opinions and fees of the financial advisors, the termination fees, the required vote, appraisal rights, and the payments to executives because of the transaction. For SPACs, the API extracts the amount in the trust account, the redemption price per share and the deadlines.
| Filed at | Ticker | Company | Form | Meeting | Transaction | Role | Counterparty | Payment | Cash per share | Exchange ratio | Premium (%) | Advisor | Company termination fee | Reverse termination fee | Vote standard | Appraisal rights | Top golden parachute | Trust per share | Extended deadline | CIK | Accession no. | Details |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026-10-05 | BEAG | Bold Eagle Acquisition Corp. | DEF 14A | 2026-10-20 | spac extension | spac | REDL Intermediate Holdings, LLC | not stated | – | – | – | – | – | – | special resolution | No | – | $10.70 | 2027-06-25 | 1852207 | 0001213900-26-106611 | |
| 2026-10-02 | OACC | Oaktree Acquisition Corp. III Life Sciences | DEF 14A | 2026-10-16 | spac extension | spac | – | not stated | – | – | – | – | – | – | special resolution | No | – | $10.75 | 2027-05-25 | 2029769 | 0001193125-26-412601 | |
| 2026-10-02 | UTZ | Utz Brands, Inc. | DEFM14A | 2026-11-13 | going private | target | Intersnack Group GmbH & Co. KG, Idaho USA, Inc. | cash | $14.25 | – | 91 | Citigroup Global Markets Inc. | $50,000,000.00 | – | majority outstanding | Yes | $19,168,022.00 | – | – | 1739566 | 0001193125-26-411198 | |
| 2026-09-29 | DV | DoubleVerify Holdings, Inc. | DEFM14A | 2026-10-29 | merger | target | Neptune BidCo US Inc. | cash | $13.60 | – | 22 | PJT Partners | $60,000,000.00 | $144,000,000.00 | majority outstanding | Yes | $23,126,681.00 | – | – | 1819928 | 0001104659-26-111962 | |
| 2026-09-25 | PULM | Pulmatrix, Inc. | DEFM14A | 2026-10-16 | reverse merger | acquirer | Eos SENOLYTIX Inc. | stock | – | – | – | Gemini Valuation Services, LLC | – | – | majority votes cast | No | – | – | – | 1574235 | 0001493152-26-044341 | |
| 2026-09-24 | ATII | Archimedes Tech SPAC Partners II Co. | DEFM14A | 2026-10-16 | spac business combination | spac | Forge Nano, Inc. | stock | – | – | – | – | – | – | ordinary resolution | No | – | $10.62 | – | 2028516 | 0001104659-26-110234 | |
| 2026-09-18 | MKTX | MARKETAXESS HOLDINGS INC | DEFM14A | 2026-10-29 | merger | target | Intercontinental Exchange, Inc. | cash | $167.00 | – | 33 | J.P. Morgan Securities LLC | $148,800,000.00 | $327,400,000.00 | majority outstanding | Yes | $14,607,095.00 | – | – | 1278021 | 0001193125-26-395678 | |
| 2026-09-16 | TCBK | TRICO BANCSHARES / | DEFM14A | 2026-10-29 | merger | target | First Hawaiian, Inc. | stock | – | 2.095 | – | Keefe, Bruyette & Woods, Inc. | $80,000,000.00 | $80,000,000.00 | two thirds outstanding | No | $10,880,786.00 | – | – | 356171 | 0001104659-26-108313 | |
| 2026-09-01 | ROKU | ROKU, INC | DEFM14A | 2026-10-14 | merger | target | Fox Corporation | cash and stock | $96.00 | 0.969 | – | Qatalyst Partners LP | $866,084,000.00 | $1,200,000,000.00 | majority outstanding | Yes | $47,403,107.00 | – | – | 1428439 | 0001193125-26-377700 | |
| 2026-08-25 | CZR | Caesars Entertainment, Inc. | DEFM14A | 2026-09-22 | merger | target | Fertitta Gaming Holdco, LLC | cash | $31.00 | – | 49.25 | PJT Partners | $200,000,000.00 | $450,000,000.00 | majority outstanding | Yes | $46,526,642.00 | – | – | 1590895 | 0001193125-26-365696 | |
| 2026-08-07 | INVE | Identiv, Inc. | DEFM14A | 2026-09-10 | asset sale | seller | Trackonomy Systems, Inc. | stock | – | – | – | Raymond James | $750,000.00 | – | other | No | $778,836.00 | – | – | 1036044 | 0001193125-26-338993 | |
| 2026-06-23 | AWF | ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND INC | DEF 14A | 2026-08-03 | adviser change of control | fund | Corebridge Financial, Inc. | not stated | – | – | – | – | – | – | investment company act majority | No | – | – | – | 906013 | 0001193125-26-279644 |
The data comes from proxy statements filed on SEC Form DEFM14A and Form DEF 14A. A company files a merger proxy statement on Form DEFM14A before shareholders vote on a merger. A SPAC that asks for more time to complete a business combination files a proxy statement on Form DEF 14A.
The data is extracted from the text of the proxy statement: the cover page, the meeting notice, the transaction summary, the description of the agreement, the opinions of the financial advisors, the interests of directors and executive officers, the golden parachute compensation table, the appraisal rights section and, for SPACs, the trust account and redemption rights sections. The data is provided in a structured JSON format. The extracted information includes:
- Transaction type, parties, agreement name and date, expected closing, and end date of the agreement
- Payment per share in cash, stock or both, exchange ratio, total transaction value, and premium over the share price before the announcement
- Filing fee status from the cover page
- Fairness opinions with advisor, date, conclusion, fee and valuation methods
- Special committee of independent directors and its members
- Termination fees of the company and of the other party
- Required vote, majority-of-the-minority condition, voting agreements, and the advisory vote on golden parachute compensation
- Appraisal or dissenters rights and the law that gives them
- Golden parachute compensation per named executive officer by payment type
- Interests of directors, executive officers and the SPAC sponsor in the transaction
- SPAC trust amount, redemption price per share, public shares, redemption deadline, current and extended deadlines, monthly extensions, sponsor deposits and founder shares
- Short quotes from the proxy statement that support key values
API Endpoint
Search and retrieve the strategic transaction data of proxy statements by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can use your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/strategic-transactions, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/strategic-transactions?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
Search the strategic transaction data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query: string
Your search criteria in the format field:value defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([, ]), wildcards (*) and search expression grouping with normal brackets ((, )). More information on Lucene is available here. Query examples are available below.
from: integer
Specifies the starting position of your results, allowing for pagination. For instance, set from to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per query. To retrieve all results in your search universe, increment from by the value of the size parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your query locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a filedAt date range filter, e.g., filedAt:[2025-01-01 TO 2025-01-31] (all filings from January 2025), then paginate through the results by incrementing from, and once completed, repeat the process for the next month, and so on.
size: integer
The number of results to be returned per request. Default: 50. Maximum: 50.
sort: array
An array of objects that specify how the returned results are sorted. For example, [{ "filedAt": { "order": "desc" } }] sorts the results by the filing date, most recent filings first. Set order to asc to sort in ascending order.
Request Examples
Find all cash deals in which the price per share is at least 30% above the share price before the announcement. The result is sorted by the filing date, starting with the most recent filings. Increment the from parameter by 50 on each subsequent request to paginate through the results.
Find all SPAC business combination and extension votes in which a public shareholder receives at least $10.50 per share on redemption. The redemption price shows the cash per share in the trust account.
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request. Each item represents the extracted data from one proxy statement filed on Form DEFM14A or Form DEF 14A.
The data contains only facts that the proxy statement states. A value of null or not_stated, or an empty array, means that the proxy statement does not state the fact. Amounts are in USD as printed and are not calculated. Percentages are numbers from 0 to 100. Dates use the format YYYY-MM-DD, or YYYY-MM and YYYY when the text gives only the month or the year. Each item has the following structure:
accessionNo: string
Accession number of the filing, e.g. 0001193125-26-411198.
formType: string
EDGAR form type. DEFM14A is a definitive proxy statement for a merger or an acquisition. DEF 14A is a definitive proxy statement for other meetings, for example a SPAC extension vote or a vote on the sale of assets at an annual meeting. Possible values: DEF 14A, DEFM14A.
filedAt: date
Date and time at which SEC EDGAR accepted the filing, e.g. 2026-10-02T06:00:43-04:00.
periodOfReport: date
Period of report as stated in the EDGAR header of the filing, e.g. 2026-10-20. For a proxy statement, this is usually the date of the shareholder meeting. This field is null when the EDGAR header gives no period.
entities: array of objects
Companies and persons named in the EDGAR header of the filing. A proxy statement filed by the company has one entity, marked (Filer). The company that holds the meeting is always the first entity.
cik: string
Central Index Key (CIK) of the entity, without leading zeros, e.g. 1739566.
ticker: string
Trading symbol of the common stock of the entity, e.g. UTZ. This field is null when the entity has no symbol, for example a fund without a listed share class.
companyName: string
Name of the entity as in EDGAR, with its role in the filing in brackets, for example (Filer), e.g. Utz Brands, Inc. (Filer).
irsNo: string
Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. 981425274.
fiscalYearEnd: string
Last day of the fiscal year of the entity, in the format MMDD, e.g. 0103.
stateOfIncorporation: string
Code of the state or country in which the entity is incorporated, e.g. DE.
sic: string
Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. 2090 Miscellaneous Food Preparations & Kindred Products.
act: string
Securities law under which the entity files, as in EDGAR, e.g. 34. 34 is the Securities Exchange Act of 1934.
fileNo: string
SEC file number of the entity, e.g. 001-38686.
filmNo: string
Film number that SEC EDGAR assigned to the filing document of the entity, e.g. 261433341.
meetingDate: date
Date of the shareholder meeting, e.g. 2026-11-13.
meetingType: string
Type of the shareholder meeting as the proxy statement names it. extraordinary_general is the name that companies incorporated in the Cayman Islands and other non-US jurisdictions use for a special meeting. Possible values: annual, special, annual_and_special, extraordinary_general, not_stated.
url: string
URL of the main filing document on SEC EDGAR.
transaction: object
Transaction that shareholders vote on.
transactionType: string
Type of the transaction. merger is a merger or an acquisition of the company or by the company. going_private is a transaction that is subject to Rule 13e-3, in which an affiliate, such as a controlling holder or a member of management, takes the company private. asset_sale is a sale of all or substantially all assets, or of a business unit, that needs shareholder approval. spac_business_combination is the business combination of a special purpose acquisition company (SPAC) with a target company. spac_extension is an extension of the deadline by which a SPAC must complete a business combination. reverse_merger is a merger in which a private company becomes public through a listed company, and the holders of the private company get most of the shares. adviser_change_of_control is a change of control of the investment adviser of a fund that ends the advisory agreement and needs a new agreement. Possible values: merger, going_private, asset_sale, spac_business_combination, spac_extension, reverse_merger, adviser_change_of_control, other, not_stated.
companyRole: string
Role in the transaction of the company that holds the meeting. Possible values: target, acquirer, seller, spac, fund, other, not_stated.
summary: string
Short summary of the transaction in neutral words, at most 500 characters.
agreementName: string
Name of the transaction agreement as printed, e.g. Agreement and Plan of Merger.
agreementDate: date
Date of the transaction agreement, e.g. 2026-07-20.
parties: array of objects
Parties to the transaction other than the company that holds the meeting, as named in the proxy statement.
name: string
Name of the party as printed, e.g. Intersnack Group GmbH & Co. KG.
role: string
Role of the party in the transaction. merger_sub is a subsidiary formed for the merger. sponsor is the sponsor of a SPAC. investor_group is a group of buyers, for example a private equity fund with company insiders. Possible values: acquirer, target, merger_sub, buyer, seller, sponsor, investor_group, adviser, other.
ticker: string
Trading symbol of the party as printed in the proxy statement, e.g. ICE. This field is null when the proxy statement prints no symbol.
isRule13e3Transaction: boolean
true when the proxy statement states that the transaction is a going-private transaction under Rule 13e-3 and a Schedule 13E-3 is filed. false when the proxy statement states that it is not. null when the proxy statement does not say.
expectedClosing: string
Expected closing of the transaction as printed, for example a quarter or a year, e.g. third quarter of 2026.
outsideDate: date
Date after which a party can terminate the agreement if the transaction is not completed (end date or outside date), e.g. 2027-04-20. The initial date, without automatic extensions.
consideration: object
Payment in the transaction, as printed. For a merger, the payment per share to the holders of the company that holds the meeting, or to the holders of the target when the company is the acquirer. For an asset sale, the payment to the company that sells the assets. Empty for a SPAC extension and for a fund adviser change.
form: string
Form of the payment. election means that each holder can choose cash or stock, subject to limits. Possible values: cash, stock, cash_and_stock, election, other, not_stated.
cashPerShareUSD: number
Cash paid per share in USD, as printed, e.g. 14.25.
exchangeRatio: number
Number of shares of the issuer of the stock payment for each share, as printed, e.g. 2.095.
stockIssuer: string
Name of the company whose shares holders receive as payment, e.g. Pulmatrix, Inc.
impliedValuePerShareUSD: number
Total value per share in USD as printed in the proxy statement, for a payment in stock or in cash and stock, e.g. 63.12. The proxy statement states the date of the stock price.
contingentValueRight: string
Terms of a contingent value right (CVR) or other later payment per share, as printed. A CVR pays an additional amount when a stated event occurs.
aggregateValueUSD: number
Total value of the transaction in USD as printed, for example the equity value or the total purchase price, e.g. 1200000000. Not calculated.
premiumPct: number
Premium of the price per share over the share price before the announcement, as printed, e.g. 91. When the proxy statement gives several premiums, the premium over the last closing price before the announcement or before the first news report of the deal. When the proxy statement gives only premiums over average prices, the first premium printed.
premiumBasis: string
Share price and date to which premiumPct refers, as printed.
filingFee: object
Filing fee on the Schedule 14A cover page. For a transaction, the fee calculation is in a filing fee exhibit (Schedule 14A Item 25(b)). This exhibit is often attached to the preliminary proxy statement and not to the definitive proxy statement.
feeStatus: string
Checked box for the filing fee on the cover page. Possible values: no_fee_required, fee_paid_previously, fee_computed_on_table, not_stated.
transactionValuationUSD: number
Proposed maximum aggregate value of the transaction in USD from the fee table of the filing, as printed.
feeUSD: number
Total fee paid in USD from the fee table of the filing, as printed.
fairnessOpinions: array of objects
Opinions of financial advisors that the payment is fair, from a financial point of view. One item per advisor.
advisor: string
Name of the financial advisor as printed, e.g. Citigroup Global Markets Inc.
engagedBy: string
Body that engaged the advisor. Possible values: board, special_committee, other, not_stated.
opinionDate: date
Date of the opinion, e.g. 2026-07-20.
conclusion: string
Conclusion of the opinion, for example to whom the payment is fair, at most 300 characters.
totalFeeUSD: number
Total fee of the advisor for the transaction in USD, as printed, e.g. 37500000.
opinionFeeUSD: number
Part of the fee that the advisor received for the opinion in USD, as printed, e.g. 5000000.
isFeeContingent: boolean
true when most of the fee is payable only if the transaction is completed.
valuationMethods: array of strings
Valuation methods of the advisor as named in the proxy statement, for example discounted cash flow analysis, e.g. ["Selected Public Companies Analysis"].
specialCommittee: object
Committee of independent directors that negotiated or reviewed the transaction.
formed: boolean
true when the board formed a special or transaction committee for the transaction. null when the proxy statement does not mention one.
members: array of strings
Names of the committee members, e.g. ["Craig Steeneck"].
terminationFees: object
Fees payable when the agreement is terminated, as printed.
companyFeeUSD: number
Termination fee in USD that the company that holds the meeting pays, for example when the board accepts a better offer, e.g. 50000000.
counterpartyFeeUSD: number
Termination fee in USD that the other party pays, for example when it cannot get financing or regulatory approval (reverse termination fee), e.g. 144000000.
expenseReimbursementUSD: number
Maximum expense reimbursement in USD on termination, as printed.
vote: object
Vote on the transaction proposal.
requiredVote: string
Vote required to approve the transaction proposal, as printed, at most 400 characters.
standard: string
Approval standard. majority_outstanding is a majority of all outstanding shares. majority_votes_cast is a majority of the votes cast. investment_company_act_majority is the fund standard of the Investment Company Act of 1940: the lesser of 67% or more of the shares present at a meeting at which more than 50% of the outstanding shares are present, or more than 50% of the outstanding shares. special_resolution is the two-thirds standard of the Cayman Islands and other non-US jurisdictions. ordinary_resolution is the simple majority standard of these jurisdictions. Possible values: majority_outstanding, majority_votes_cast, two_thirds_outstanding, investment_company_act_majority, special_resolution, ordinary_resolution, other, not_stated.
majorityOfMinority: boolean
true when the approval also needs a majority of the shares that the buyer, its affiliates and other interested holders do not hold. false when the proxy statement states that it does not.
supportAgreementHolders: array of strings
Holders that signed agreements to vote for the transaction, e.g. ["Continuing Stockholders"].
supportAgreementPct: number
Percentage of the voting power covered by the voting or support agreements, as printed, e.g. 11.7.
adjournmentProposal: boolean
true when the meeting has a proposal to adjourn the meeting to solicit more proxies.
sayOnGoldenParachute: boolean
true when the meeting has an advisory vote on compensation that executives receive in connection with the transaction (Rule 14a-21(c)).
appraisalRights: object
Right of holders who do not vote for the transaction to ask a court to set the fair value of their shares.
available: boolean
true when the proxy statement states that holders have appraisal or dissenters rights for the transaction. false when it states that they do not.
statute: string
Law that gives the right, as printed, e.g. Section 262 of the DGCL.
goldenParachuteCompensation: array of objects
Golden parachute compensation table (Item 402(t) of Regulation S-K): estimated payments to each named executive officer in connection with the transaction. One item per executive, as printed. Not the general termination tables of the annual proxy statement.
name: string
Name of the executive, e.g. Howard Friedman.
title: string
Title of the executive as printed.
cashUSD: number
Cash payments in USD, for example severance, e.g. 5045773.
equityUSD: number
Value of equity awards that vest or are paid out in USD, e.g. 14008249.
pensionNqdcUSD: number
Pension and nonqualified deferred compensation enhancements in USD, e.g. 0.
perquisitesBenefitsUSD: number
Perquisites and other personal benefits in USD, e.g. 114000.
taxReimbursementUSD: number
Tax reimbursements in USD, e.g. 0.
otherUSD: number
Other payments in USD, e.g. 0.
totalUSD: number
Total in USD as printed, e.g. 19168022.
insiderInterests: object
Interests of directors, executive officers and the SPAC sponsor in the transaction that differ from the interests of other holders.
summary: string
Short summary of the interests in neutral words, at most 600 characters.
items: array of strings
Interests as short phrases, at most 10, for example accelerated vesting of equity awards or a continuing role after the closing, e.g. ["Treatment of Utz Equity Awards"].
spac: object
Trust account, redemption and deadline terms of a special purpose acquisition company (SPAC). Empty for other companies.
sponsorName: string
Name of the sponsor of the SPAC, e.g. Eagle Equity Partners IV, LLC.
trustAccountUSD: number
Amount in the trust account in USD at the date in trustAccountDate, as printed, e.g. 276000000.
trustAccountDate: date
Date of the trust account amount, e.g. 2026-09-30.
redemptionPricePerShareUSD: number
Estimated amount per public share that a holder receives from the trust account on redemption, as printed, e.g. 10.7.
publicSharesOutstanding: integer
Number of public shares outstanding, as printed, e.g. 23000000.
redemptionRequestDeadline: date
Last date to submit shares for redemption, e.g. 2026-10-16.
currentDeadline: date
Date by which the SPAC must complete a business combination under its current charter, e.g. 2026-10-25.
extendedDeadline: date
Latest date by which the SPAC must complete a business combination if the extension is approved, e.g. 2027-06-25.
monthlyExtensions: integer
Number of monthly extensions that the board can decide under the proposed extension, e.g. 6.
sponsorContribution: string
Amount that the sponsor deposits into the trust account for the extension, as printed, for example per share per month.
founderShares: integer
Number of founder shares that the sponsor and the insiders hold, as printed, e.g. 5160000.
evidence: object
Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. consideration.premiumPct, and each value is the quote.
Response Example
1
{
2
"total": {
3
"value": 1,
4
"relation": "eq"
5
},
6
"data": [
7
{
8
"accessionNo": "0001193125-26-411198",
9
"formType": "DEFM14A",
10
"filedAt": "2026-10-02T06:00:43-04:00",
11
"periodOfReport": null,
12
"entities": [
13
{
14
"cik": "1739566",
15
"ticker": "UTZ",
16
"companyName": "Utz Brands, Inc. (Filer)",
17
"irsNo": "981425274",
18
"fiscalYearEnd": "0103",
19
"stateOfIncorporation": "DE",
20
"sic": "2090 Miscellaneous Food Preparations & Kindred Products",
21
"act": "34",
22
"fileNo": "001-38686",
23
"filmNo": "261433341"
24
}
25
],
26
"meetingDate": "2026-11-13",
27
"meetingType": "special",
28
"url": "https://www.sec.gov/Archives/edgar/data/1739566/000119312526411198/utz_defm14a.htm",
29
"transaction": {
30
"transactionType": "going_private",
31
"companyRole": "target",
32
"summary": "Idaho Merger Sub, Inc. will merge with and into Utz, and Utz will continue as the surviving corporation and become a privately held company. The acquirer is a subsidiary of Intersnack Group GmbH & Co. KG. Each share of Class A Common Stock converts into $14.25 in cash; Class V Common Stock is canceled for no consideration. The transactions also include a TRA Payment and a Recapitalization with the Continuing Stockholders (UM Partners, LLC series). The transaction is subject to Rule 13e-3.",
33
"agreementName": "Agreement and Plan of Merger",
34
"agreementDate": "2026-07-20",
35
"parties": [
36
{
37
"name": "Intersnack Group GmbH & Co. KG",
38
"role": "acquirer",
39
"ticker": null
40
},
41
{
42
"name": "Idaho USA, Inc.",
43
"role": "acquirer",
44
"ticker": null
45
},
46
{
47
"name": "Idaho Merger Sub, Inc.",
48
"role": "merger_sub",
49
"ticker": null
50
},
51
{
52
"name": "Series U and Series R of UM Partners, LLC (Continuing Stockholders)",
53
"role": "investor_group",
54
"ticker": null
55
}
56
],
57
"isRule13e3Transaction": true,
58
"expectedClosing": null,
59
"outsideDate": "2027-04-20"
60
},
61
"consideration": {
62
"form": "cash",
63
"cashPerShareUSD": 14.25,
64
"exchangeRatio": null,
65
"stockIssuer": null,
66
"impliedValuePerShareUSD": null,
67
"contingentValueRight": null,
68
"aggregateValueUSD": null,
69
"premiumPct": 91,
70
"premiumBasis": "Closing price of the Class A Common Stock on July 20, 2026, the last trading day before the signing of the Merger Agreement and the other Transaction Agreements were publicly announced"
71
},
72
"filingFee": {
73
"feeStatus": "fee_paid_previously",
74
"transactionValuationUSD": null,
75
"feeUSD": null
76
},
77
"fairnessOpinions": [
78
{
79
"advisor": "Citigroup Global Markets Inc.",
80
"engagedBy": "special_committee",
81
"opinionDate": "2026-07-20",
82
"conclusion": "The Merger Consideration to be received per share of Class A Common Stock by the Unaffiliated Stockholders in the Merger was fair, from a financial point of view, to such holders.",
83
"totalFeeUSD": 37500000,
84
"opinionFeeUSD": 5000000,
85
"isFeeContingent": true,
86
"valuationMethods": [
87
"Selected Public Companies Analysis",
88
"Selected Precedent Transactions Analysis",
89
"Discounted Cash Flow Analysis",
90
"Illustrative Future Share Price Analysis"
91
]
92
}
93
],
94
"specialCommittee": {
95
"formed": true,
96
"members": [
97
"Craig Steeneck",
98
"Roger K. Deromedi",
99
"John Altmeyer"
100
]
101
},
102
"terminationFees": {
103
"companyFeeUSD": 50000000,
104
"counterpartyFeeUSD": null,
105
"expenseReimbursementUSD": null
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},
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"vote": {
108
"requiredVote": "Approval of the Transaction Proposal requires the affirmative vote of (1) a majority of the issued and outstanding shares of Utz Common Stock (such voting standard, the “Majority Approval Voting Requirement”) and (2) a majority of the votes cast by Utz’s “disinterested stockholders,” as such term is defined in Section 144 of the DGCL ...",
109
"standard": "majority_outstanding",
110
"majorityOfMinority": true,
111
"supportAgreementHolders": [
112
"Continuing Stockholders",
113
"Dylan Lissette",
114
"Timothy Brown",
115
"Rice Family Foundation"
116
],
117
"supportAgreementPct": null,
118
"adjournmentProposal": true,
119
"sayOnGoldenParachute": true
120
},
121
"appraisalRights": {
122
"available": true,
123
"statute": "Section 262 of the DGCL"
124
},
125
"goldenParachuteCompensation": [
126
{
127
"name": "Howard Friedman",
128
"title": null,
129
"cashUSD": 5045773,
130
"equityUSD": 14008249,
131
"pensionNqdcUSD": 0,
132
"perquisitesBenefitsUSD": 114000,
133
"taxReimbursementUSD": 0,
134
"otherUSD": 0,
135
"totalUSD": 19168022
136
},
137
{
138
"name": "William J. Kelley, Jr.",
139
"title": null,
140
"cashUSD": 1950872,
141
"equityUSD": 3657861,
142
"pensionNqdcUSD": 0,
143
"perquisitesBenefitsUSD": 99000,
144
"taxReimbursementUSD": 0,
145
"otherUSD": 0,
146
"totalUSD": 5707733
147
},
148
{
149
"name": "Jennifer Bentz",
150
"title": null,
151
"cashUSD": 1463803,
152
"equityUSD": 2363904,
153
"pensionNqdcUSD": 0,
154
"perquisitesBenefitsUSD": 99000,
155
"taxReimbursementUSD": 0,
156
"otherUSD": 0,
157
"totalUSD": 3926707
158
},
159
{
160
"name": "Theresa R. Shea",
161
"title": null,
162
"cashUSD": 1511761,
163
"equityUSD": 2361396,
164
"pensionNqdcUSD": 0,
165
"perquisitesBenefitsUSD": 99000,
166
"taxReimbursementUSD": 0,
167
"otherUSD": 0,
168
"totalUSD": 3972157
169
},
170
{
171
"name": "Mitchell Arends",
172
"title": null,
173
"cashUSD": 0,
174
"equityUSD": 0,
175
"pensionNqdcUSD": 0,
176
"perquisitesBenefitsUSD": 0,
177
"taxReimbursementUSD": 0,
178
"otherUSD": 0,
179
"totalUSD": 0
180
},
181
{
182
"name": "Ajay Kataria",
183
"title": null,
184
"cashUSD": 0,
185
"equityUSD": 263483,
186
"pensionNqdcUSD": 0,
187
"perquisitesBenefitsUSD": 0,
188
"taxReimbursementUSD": 0,
189
"otherUSD": 0,
190
"totalUSD": 263483
191
}
192
],
193
"insiderInterests": {
194
"summary": "Directors and executive officers hold Utz Equity Awards with special treatment in the merger. Executive officers receive severance under the CIC Severance Plan on a qualifying termination. Special Committee members receive $100,000 (chair) or $50,000 for their service. Directors and officers keep indemnification and insurance. Directors Dylan Lissette and Timothy Brown abstained from the recommendation of the Utz Board.",
195
"items": [
196
"Treatment of Utz Equity Awards",
197
"Severance under the CIC Severance Plan",
198
"Special Committee fees of $100,000 for the chair and $50,000 for each other member",
199
"Indemnification and insurance",
200
"Voting Agreement of the Continuing Stockholders, Dylan Lissette, Timothy Brown and the Rice Family Foundation"
201
]
202
},
203
"spac": {
204
"sponsorName": null,
205
"trustAccountUSD": null,
206
"trustAccountDate": null,
207
"redemptionPricePerShareUSD": null,
208
"publicSharesOutstanding": null,
209
"redemptionRequestDeadline": null,
210
"currentDeadline": null,
211
"extendedDeadline": null,
212
"monthlyExtensions": null,
213
"sponsorContribution": null,
214
"founderShares": null
215
},
216
"evidence": {
217
"consideration.premiumPct": "The Merger Consideration represents a premium of approximately 91% to the closing price of the Class A Common Stock on July 20, 2026, the last trading day before the signing of the Merger Agreement and the other Transaction Agreements were publicly announced.",
218
"terminationFees.companyFeeUSD": "require Utz to pay to Acquiror the Termination Fee of $50,000,000 (approximately 2.4% of the equity value of Utz based on the $14.25 per share price of Class A Common Stock)",
219
"fairnessOpinions[0].totalFeeUSD": "will receive a transaction fee estimated to be approximately $37.5 million, of which $5,000,000 became payable in connection with the delivery of Citi’s opinion and the remainder of which is payable contingent upon consummation of the Merger.",
220
"vote.majorityOfMinority": "(2) a majority of the votes cast by Utz’s “disinterested stockholders,” as such term is defined in Section 144 of the DGCL",
221
"specialCommittee.members": "the disinterested directors determined that the Special Committee would consist of Mr. Craig Steeneck, chair of the Audit Committee, Mr. Deromedi and Mr. Altmeyer.",
222
"transaction.isRule13e3Transaction": "Schedule 13E-3 means the Rule 13e-3 Transaction Statement on Schedule 13E-3 relating to the Transactions"
223
}
224
}
225
]
226
}