What material agreements must be disclosed on Form 8-K?
Item 1.01 requires that companies disclose entry into any “material definitive agreement” that is not made in the “ordinary course of business,” and any material amendment of such an agreement. A “material definitive agreement” is defined as an agreement that provides for obligations that are material to and enforceable against the company, or rights that are material to the company and enforceable by the company (in each case whether or not subject to conditions). The SEC has not provided any definition of “material” for this purpose; companies must assess materiality on their own based on quantitative and qualitative factors under prevailing legal principles. If an amendment causes a previously-existing agreement to become a material definitive agreement, a Form 8-K must be filed even if the company never previously disclosed the underlying agreement. However, an agreement that was not material when entered into that subsequently becomes material need not be reported on Form 8-K unle
