Material Agreements Reported on 8-K (All SEC Filers)

## What this measures

The number of original Form 8-K filings in the month, by any SEC registrant, that report Item 1.01, "Entry into a Material Definitive Agreement": a company has signed an agreement material to it outside the ordinary course of business. Merger and acquisition agreements are reported here, alongside credit agreements, large leases, supply and licensing deals.

## Why it matters

Signing is where a deal starts: merger agreements, financings and big commercial contracts are all disclosed under this item within four business days. The count is a broad, timely read on corporate dealmaking.

## How to read it

Higher means companies are signing more major agreements. Compare the same month a year earlier; refinancing waves (many credit agreements) lift it as well as merger waves.

## What it does not say

Item 1.01 is much broader than M&A: credit facilities, indentures, leases and commercial contracts make up a large part of it, so it is a gauge of dealmaking of every kind, not a merger count. Until the SEC's executive compensation rules took effect in November 2006, employment and compensation agreements with executives were also reported under Item 1.01 (they moved to Item 5.02), so counts before 2007 run higher for that reason as well as because more companies reported to the SEC. A filing can report several agreements. It says nothing about deal value. Companies with no SEC filing obligation are invisible.

## How it's built

Palanor counts original Form 8-K filings (not 8-K/A amendments) that list the item, by filing date, one per accession: a filing made jointly by several registrants counts once. Items come from EDGAR's structured record of each filing (the submissions data), not from reading the text. History starts in September 2004, the first full month after the current 8-K items took effect on 23 August 2004; a daily job reads each new day's filings. A month is written once its last days are in.

## Source

U.S. Securities and Exchange Commission, EDGAR Form 8-K filings: the item list on each filing from data.sec.gov submissions and EDGAR's bulk submissions file, with the EDGAR daily form indexes. Public domain: "Information presented on sec.gov is considered public information and may be copied or further distributed by users of the web site without the SEC's permission" (SEC website dissemination policy, sec.gov/about/privacy-information). Every counted filing is available, with its accession number, from the Palanor deals API.