What Is a DEFM14A? The SEC's Definitive Merger Proxy, Explained

DEFM14A is the EDGAR submission type for a definitive proxy statement filed specifically to ask shareholders to vote on a merger, acquisition or similar business combination. It runs under the same proxy rules as any other shareholder vote, Regulation 14A and Schedule 14A, but EDGAR tags it separately from a routine annual-meeting DEF 14A so anyone searching the index can tell the two apart without opening the document.

DEFM14A under the hood: still a Schedule 14A filing

The "M" in DEFM14A is an EDGAR classification detail, not a separate legal form. Every proxy statement, whether it covers an annual meeting, a say-on-pay vote or a merger, has to satisfy Schedule 14A, the list of information items Regulation 14A requires a company to disclose before soliciting shareholder votes. Schedule 14A's Item 14 adds the specific disclosures a merger or acquisition proxy needs on top of the standard items: terms of the transaction, the parties involved, past contacts and negotiations, and the reports, opinions and appraisals used to reach the deal's terms. A filing that satisfies Item 14 gets the DEFM14A submission type in EDGAR instead of plain DEF 14A, which makes the distinction searchable without reading every annual proxy to find the ones that cover a deal.

What's actually in one

A DEFM14A is built around four things a shareholder needs before voting:

Most DEFM14A filings also attach the merger agreement itself as an annex, along with pro forma financial information when the combined company's results would look materially different from the target's alone. If shareholders have appraisal or dissenters' rights, meaning the right to have a court determine the fair value of their shares instead of accepting the merger price, the proxy explains how to exercise them; those rights come from state corporate law, not an SEC rule, so the specifics depend on where the company is incorporated.

DEFM14A vs. a regular DEF 14A vs. DEFM14C

The practical difference between DEFM14A and DEFM14C comes down to whether a shareholder meeting happens at all. A DEFM14C is an information statement: it tells shareholders a deal has already received enough written consents to pass, without asking anyone to vote, which is why Schedule 14C's disclosure rules apply instead of Schedule 14A's. If a deal also involves the acquirer issuing new shares, the DEFM14A is frequently combined with the acquirer's Form S-4 registration statement into one joint proxy statement and prospectus, so the same document serves both purposes.

A real DEFM14A filing, pulled from the index

A call made for this post against SecFeed's M&A filings data, run on 2026-11-04, returned these as the three most recent DEFM14A filings in the index:

GET https://secfeedapi.com/v1/mergers-acquisitions?formType=DEFM14A&size=3

2026-11-03  Blue Ridge Bankshares, Inc.        accession 0001104659-26-121764
2026-11-02  Planet 13 Holdings Inc.            accession 0001104659-26-121478
2026-10-30  Chemomab Therapeutics Ltd.         accession 0001493152-26-049444

That spread, three different filers within four calendar days, reflects how routine a DEFM14A is relative to the deals that trigger a Schedule 13E-3 going-private disclosure or a hostile tender offer: nearly every negotiated merger that needs a shareholder vote produces one. Pulling a company's own history works the same way, with ticker or cik in place of formType:

from secfeed import Client

sf = Client("YOUR_API_KEY")
proxy = sf.dataset("mergers-acquisitions", formType="DEFM14A", ticker="ADBE", size=5)
for f in proxy["filings"]:
    print(f["filedAt"], f["accessionNo"], f["linkToFilingDetails"])

linkToFilingDetails points at the filing's index page on sec.gov, where the proxy document itself, the merger agreement annex and any amendments are listed together.

Frequently asked questions

Is DEFM14A a different form from DEF 14A?

No. Both are Schedule 14A proxy statements under the same Regulation 14A rules. DEFM14A is the EDGAR submission type EDGAR assigns when the proxy satisfies Schedule 14A Item 14's merger-specific disclosure items; the underlying legal requirements for soliciting a vote are the same Schedule 14A applies to any other proxy.

What comes before a DEFM14A?

A PREM14A, the preliminary merger proxy. Companies file it first, and the SEC staff can review it and ask for changes before the definitive DEFM14A, the version actually mailed to shareholders for a vote, goes out.

Does a DEFM14A always mean the deal will close?

No. A DEFM14A means shareholders are being asked to vote; it does not guarantee the vote passes, that financing closes, or that regulators clear the deal. Amendments (DEFM14A/A) are common when terms, the price or the closing timeline change after the definitive proxy is mailed.

What is the difference between DEFM14A and DEFM14C?

Both cover the same kind of merger or acquisition disclosure, but a DEFM14A solicits a shareholder vote while a DEFM14C is an information statement used when the deal has already secured enough written consent to pass, so there is no vote for the filing to solicit.