Tool

SEC 8-K materiality worksheet

Record who decided an incident was material, and count four business days to the Item 1.05 date.

Not legal, tax, insurance, or procurement advice. Inputs stay in your browser. Nothing is uploaded.

Not legal advice. The Item 1.05 clock starts when the company determines the incident is material, not when it is discovered. This page counts four business days after that determination. It skips weekends and US federal holidays in the year of the determination and the following year. A holiday on Saturday is taken on Friday. A holiday on Sunday is taken on Monday. The page does not decide whether the incident is material.

Showing the example. Replace it with your record.

Thresholds the company uses

Output

The due date appears here.

How to use this

  1. Enter the discovery time and the escalation. Those dates are a record. They do not start the four-day count.
  2. Name the person who owns the materiality decision, check the thresholds you actually use, and write the evidence you considered.
  3. Enter the determination date. The output is the fourth business day after that date, and a one-page record you can copy or print.

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