SEC filings, in plain words.
Every fact on a deal page links to the document it came from, most often an SEC filing. These are the forms a US cash deal leaves behind, and what each one tells you.
How a cash deal moves through filings
Each filing has a form code that says what kind of document it is. Pick how holders decide and follow one deal from start to end.
Merger agreement
The price, the conditions, the end date and any break fees.
Draft proxy
How the deal came about, and often the fairness opinions and management's projections.
Final proxy
The meeting date and the record date that decides who can vote.
- No form
Shareholder meeting
Shareholders vote on the deal.
Vote result
How many shares voted for and against.
Deal closed
The date the deal completed.
Delisted
The shares come off the exchange.
Reporting ends
Reporting for the shares usually stops.
A code ending in /A is an amendment to an earlier filing of the same form, such as SC TO-T/A. It may change only part of it.
When a deal is announced
A deal usually becomes public with a press release, which usually also reaches the SEC in a filing.
8-K
Current report
A short report a public company files when something important happens, usually within four business days. Numbered items say what happened, such as signing or completing a deal.
8-K item 1.01
A major agreement was signed
For a deal, this is the merger agreement. The filing often attaches the agreement and the press release.
8-K item 7.01
Announcement to all investors
Information the company makes public in a filing, such as a press release or a presentation about the deal.
8-K item 8.01
Other events
News that has no item of its own. Deal updates often land here, such as an approval received or a lawsuit.
SC 13D
Large holder with plans
Filed by an investor who owns more than 5% of a class of a company's voting shares, unless it can use the shorter Schedule 13G. Item 4 says what it intends, which can be an offer to buy the whole company.
Also filed as SCHEDULE 13D.
6-K
Report of a foreign company
Most foreign companies listed in the US, called foreign private issuers, furnish this instead of an 8-K. It carries what they announce at home, such as a press release about a deal. They don't follow the US proxy rules, so their meeting notices and vote results often arrive this way too.
When shareholders vote
In many mergers, the target's shareholders vote on the deal. Before the vote, the company sends them a proxy statement: the document that explains the deal and asks for their vote.
PREM14A
Preliminary proxy statement
The first draft of the merger proxy. It's usually filed at least 10 calendar days before the final version is sent, so the SEC can review it. The meeting date may still be blank.
DEFM14A
Definitive proxy statement
The final merger proxy, sent to shareholders. It gives the meeting date and the record date, which usually decides who can vote. It also tells how the deal came about.
DEFR14A
Revised definitive proxy
A revised definitive proxy. Smaller updates often come as DEFA14A instead.
DEFA14A
Additional proxy materials
Other material the company uses to ask for votes, such as press releases, letters to shareholders and extra disclosures added to the proxy. It can be filed from the day the deal is announced.
PREM14C
Preliminary information statement
Used instead of a proxy when holders with enough votes have already approved the deal in writing, so there's no meeting. This is the draft; the final one is DEFM14C.
DEFM14C
Definitive information statement
The final information statement, sent to shareholders. The deal can't be completed until at least 20 calendar days after it is sent.
8-K item 5.07
Vote results
The result of a shareholder vote: how many shares voted for, against and abstained.
When the buyer makes a tender offer
Instead of a vote, a buyer can offer to buy the shares straight from shareholders. Each shareholder decides whether to sell, or tender, their shares.
SC TO-C
Communications before the offer
The buyer's written communications about a tender offer before it starts, such as the press release announcing it.
SC TO-T
Tender offer statement
The tender offer itself, filed by the buyer: the price, the conditions and when it expires. It must usually stay open at least 20 business days. Since April 16, 2026, an agreed offer for all the shares, all in cash at a fixed price, can use 10, under conditions. Amendments report changes, extensions and, at the end, the result.
SC 14D9
The company's response
The target company's answer to a tender offer, usually within 10 business days after it starts. In a 10-day offer, it's due by the next business day. It says whether the board recommends tendering, and why.
SC14D9C
The company's communications
The target company's written communications about a tender offer before it starts, such as a press release or a letter to employees.
SC 14F1
Board change notice
Notice that most of the board will change without a shareholder meeting, as part of a purchase of shares. After a tender offer, the buyer often names its own directors this way.
When insiders are buying
Some deals are led by people who already run or control the company. In others, some existing holders keep a stake by rolling their shares into the buyer.
SC 13E3
Going-private statement
Filed for certain going-private deals, where the company or an insider, such as a controlling shareholder, is on the buying side. Each filer must say whether it believes the deal is fair to unaffiliated holders, and why. The checklist says whether the deal's filings say this statement may be required, will be filed or has been filed.
When a deal closes or ends
The last filings say whether the deal went through, and when the shares stop trading.
8-K item 1.02
A major agreement was ended
It can mean the merger agreement was terminated. It also often appears when a deal closes, because the company's loans and other major contracts are ended early.
8-K item 2.01
Acquisition completed
The deal is done. This is usually the closing notice.
8-K item 3.01
Delisting notice
Notice about the shares' listing, such as their removal from the exchange when a deal closes. It's also used when a company falls short of the exchange's rules.
8-K item 3.03
Shareholder rights changed
At closing, the company often says here that its shares were turned into the right to receive the deal price.
8-K item 5.01
Change in control
Someone new controls the company, as is the case once the buyer owns it.
25-NSE
Removal from the exchange
Notice that the shares are being removed from their exchange. In a merger the exchange usually files it (25-NSE). A company removing its own listing files Form 25. Trading usually stops around closing.
Also filed as 25.
15-12B
End of SEC reporting
The company tells the SEC it will stop filing reports for those shares. The ending, 12B, 12G or 15D, names the part of the law involved. Other securities, such as bonds, can keep it reporting.
Also filed as 15-12G or 15-15D.
What we don't read
- The antitrust filing. When a deal needs an HSR filing, buyer and target file with the FTC and the Justice Department, and those filings are confidential. Companies usually say in an 8-K or a press release when the waiting period ends.
- Earnings calls. We don't read them or their transcripts, and nothing in Tracking Alpha comes from them.
- Routine reports. Quarterly and annual reports (10-Q, 10-K) and routine ownership forms (Forms 3, 4 and 5, and Schedule 13G) are not read.
- Stock deals. Deals paid in the buyer's shares use other forms, such as the S-4 and filings under Rule 425. Tracking Alpha follows cash deals only.
The filings are public
Every filing here is free to read. The SEC's own site searches them by company, form or any phrase.
SEC EDGAR full-text search (opens in a new tab)
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