Material Definitive Agreements Data API

name: string

Name of the registrant from the filing metadata or the cover page, e.g. CCO HOLDINGS LLC.

cik: string

CIK of the registrant, without leading zeros, e.g. 1271833.

ticker: string

Trading symbol of the registrant, selected with the same rule as filing.ticker. Is null when the registrant has no listed class.

filingDate: date

Filing date of the earlier Form 8-K, e.g. 2007-11-29.

item: string

Items of the earlier Form 8-K, e.g. 1.01, 2.03, 9.01.

accessionNo: string

Accession number of the earlier Form 8-K, e.g. 0000950123-07-016134.

title: string

Title of the amended agreement, e.g. Amended and Restated Credit Agreement.

date: date

Date of the amended agreement, e.g. 2009-11-10.

precision: string

Precision of date. Possible values: day, month, quarter, half, year, not_stated.

type: string

Type of change. price_fees_or_payments: merger consideration, purchase or exercise price, interest margin, fees, royalties or milestones. commitment_or_principal: facility size, new or incremental loans, principal. maturity_term_or_dates: maturity, expiration, term, outside date, milestone timelines. covenants: covenants added, removed or changed, including covenant definitions. waiver_or_consent: waivers of requirements or defaults, and consents. parties: parties, agents or sales agents added or removed. scope: products, services, licensed rights or studies added or removed. compensation_or_equity_awards: salary, bonus, severance, equity awards, the treatment of equity awards, and tax gross-ups. Possible values: price_fees_or_payments, commitment_or_principal, maturity_term_or_dates, covenants, waiver_or_consent, parties, scope, compensation_or_equity_awards, other.

description: string

Short description of the change as written, with the values before and after the change when stated.

name: string

Legal name of the party as written, e.g. Apple Merger Sub, Inc.. When the text gives no name, the value is unnamed and the defined term, e.g. unnamed (Purchasers).

roles: array of strings

Roles that the text gives to the party, e.g. "as administrative agent". Roles do not come from the name or the industry of the party. Empty when the text names the party but gives it no role. surviving_entity is the entity that survives a merger when it is not the target or the merger subsidiary. repo_buyer is the party that buys assets under a repurchase facility. hedge_counterparty is the counterparty of an option or a hedge, e.g. a capped call. member is a member of an LLC or a joint venture. joint_venture_entity is the joint venture company when it is a party. collateral_agent includes a security agent. agent is a party named only "as agent". Possible values: target, acquirer_parent, merger_sub, acquirer_investor, seller, buyer, borrower, lender, administrative_agent, collateral_agent, guarantor, issuer, trustee, investor, placement_agent, sales_agent, licensor, licensee, collaboration_partner, service_provider, customer, landlord, tenant, settling_party, equity_commitment_provider, underwriter, initial_purchaser, dealer_manager, executive, depositor, servicer, collateral_manager, rights_agent, security_holder, general_partner, limited_partner, supplier, employer, sponsor, arranger, surviving_entity, loan_party, member, hedge_counterparty, repo_buyer, beneficiary, syndication_agent, documentation_agent, agent, joint_venture_entity, other.

isRegistrantGroup: boolean

Is true for the filer, a co-registrant, or a subsidiary that the text names as such.

relationshipToRegistrant: string

Relationship of the party to the filer, as the text states it. not_stated means that the text states no relationship. It does not mean that the party is unaffiliated. unaffiliated applies only when the text says so. director_or_officer applies when the text names the person only as one of "certain directors and executive officers". family_of_insider applies when the party is, or includes, family members of a director, an officer or a significant shareholder. co_registrant_or_series is a co-registrant on the cover page of a joint filing or a registered series of the filer, when the text states no other relationship. Possible values: self, subsidiary, director, officer, director_or_officer, significant_shareholder, family_of_insider, entity_controlled_by_insider, entity_affiliated_with_insider, sponsor, co_registrant_or_series, unaffiliated, not_stated.

relationshipText: string

Short quote of the relationship when stated, e.g. a wholly owned subsidiary of Parent.

governmentEntity: string

Government status of the party, from its name or the text. us_federal: the United States, federal departments and agencies, and armed services. us_state_or_local: states, counties, cities, towns, villages, and state or local authorities. non_us_government: a foreign state or its agencies. The value does not come from the industry or the owner of the party, e.g. a state-owned company has the value not_stated. Possible values: us_federal, us_state_or_local, non_us_government, not_stated.

involvesInsider: boolean

Is true when the text states that a counterparty is a director, an officer or a significant shareholder of the filer, an entity controlled by or affiliated with such a person, or a family member of such a person.

labelledRelatedParty: boolean

Is true when the text calls the agreement a related party transaction or refers to a related party policy.

description: string

Relationship of the counterparty to the filer as written.

disinterestedApproval: boolean

Is true when the text says that disinterested or independent directors, a special committee or the audit committee approved or recommended the agreement. A committee counts only when the text calls it independent. The field is also filled when the text states no related party.

approvingBody: string

Body that approved the agreement as written, e.g. the Compensation Committee of the Board of Directors.

usd: number

Amount in USD. Is null when the text does not state the amount in USD. Amounts in other currencies are not converted.

amount: number

Amount in the original currency, e.g. 57700000.

currency: string

ISO 4217 code of the original currency, e.g. USD, CAD or EUR.

original: string

Amount as written, e.g. C$9,000,000 or approximately $5.6 million.

isApproximate: boolean

Is true when the text qualifies the amount, e.g. with "approximately". The words "up to" do not make an amount approximate.

expirationOrMaturity: date

End date or maturity, e.g. 2030-10-01.

precision: string

Precision of expirationOrMaturity. Possible values: day, month, quarter, half, year, not_stated.

termText: string

Term as written, e.g. matures October 1, 2030; extendable to October 1, 2031 on the Tranche 2 Milestone.

rights: array of strings

Events that let a party terminate the agreement, as the text lists them. insolvency is the bankruptcy or insolvency of a party. event_of_default is a termination after a defined event of default. good_reason is the resignation of an executive for good reason, or a similar defined term. Possible values: mutual_consent, breach_uncured, outside_date, legal_restraint, stockholder_approval_failure, board_recommendation_change, superior_proposal, failure_to_close, convenience, for_cause, change_of_control, delivery_milestone_failure, insolvency, event_of_default, good_reason, other.

outsideDate: date

Outside date or termination date, e.g. 2027-10-05. Only a calendar date that the text states. When the text states a period, e.g. "nine months from the date of the agreement", the value is null and the period is in terminationText.

outsideDatePrecision: string

Precision of outsideDate. Possible values: day, month, quarter, half, year, not_stated.

otherTerminationPayments: string

Deposits, refunds, buybacks or expense caps related to termination, as written, e.g. Enforcement expenses and reimbursement obligations capped at $7.5 million for each side.

terminationText: string

Short text on termination events with the value other, on notice periods, and on periods until the outside date.

status: string

closed_at_signing means that the text says the transaction closed or was funded, or that the securities were issued, on or before the filing date. signed_pending_closing means that the closing has not occurred. not_applicable applies to programs and ongoing contracts. When Item 1.01 and a linked item use different tenses, the later statement of fact applies. Possible values: closed_at_signing, signed_pending_closing, not_applicable, not_stated.

closingDate: date

Actual closing date, e.g. 2026-09-30.

closingDatePrecision: string

Precision of closingDate. Possible values: day, month, quarter, half, year, not_stated.

conditions: array of strings

Closing conditions that the text lists. stockholder_approval_registrant is the approval of the holders of the filer. counterparty_stockholder_approval is the approval of the holders of the other party. hsr_antitrust is a clearance under the HSR Act or under other antitrust or competition laws. regulatory_unspecified applies when the text names regulatory approvals without details. third_party_consents are consents of investors, clients, landlords or contract counterparties. minimum_tender is the minimum condition of a tender offer. court_approval is the approval or an order of a court. definitive_agreement_execution applies when the closing depends on the negotiation and signing of definitive documents, e.g. for a term sheet. Possible values: stockholder_approval_registrant, hsr_antitrust, other_regulatory, regulatory_unspecified, no_legal_restraint, accuracy_of_reps, covenant_compliance, no_material_adverse_effect, pre_closing_reorganization, counterparty_stockholder_approval, listing_approval, registration_statement_effectiveness, tax_opinion, third_party_consents, minimum_tender, court_approval, definitive_agreement_execution, other.

financingCondition: boolean

Is true when the text says that the closing depends on financing. Is false when the text says that it does not.

number: string

Exhibit number, e.g. 10.1.

status: string

Filing status of the agreement text as the item states it. to_be_filed_with_periodic_report includes "a subsequent filing" without a named form. not_stated means that the item names no exhibit for this agreement. Possible values: filed_herewith, to_be_filed_with_periodic_report, to_be_filed_by_amendment, previously_filed, not_stated.

periodicReportForm: string

Form of the periodic report that will include the agreement, e.g. 10-Q or 10-K.

redacted: boolean

Is true when the text says that parts of the exhibit were omitted or redacted, e.g. under Item 601(b)(10)(iv) of Regulation S-K or under confidential treatment.

structure: string

Form of the deal. reverse_triangular_merger: a merger subsidiary merges into the target, and the target survives as a subsidiary of the parent. two_step_merger: a merger subsidiary merges into the target, and the surviving target then merges into another subsidiary of the acquirer. share_purchase: the buyer acquires the shares of an entity. A tender offer followed by a merger has the form of the merger, and tenderOffer is filled. other applies when the text gives alternative structures. Possible values: reverse_triangular_merger, forward_merger, share_purchase, asset_purchase, spac_business_combination, two_step_merger, other, not_stated.

registrantSide: string

Side of the filer in the deal. target: the filer or its shares are acquired. acquirer: the filer acquires a company by merger. seller or buyer: the sale of a subsidiary or a business. not_stated: the text does not state the side. Possible values: target, acquirer, seller, buyer, other, not_stated.

subjectDescription: string

What is acquired or sold, as described, e.g. all outstanding shares of common stock of ACV Auctions Inc..

acquirerDescription: string

Buyer or investor group as described, e.g. Copart, Inc. through Apple Merger Sub, Inc..

formOfConsideration: array of strings

Forms of consideration that the text names. Deferred payments and shares of later resale proceeds are other. Possible values: cash, stock, royalty, promissory_note, earnout, cvr, other.

boardRecommendation: boolean

Is true when the text says that the board of the filer recommends that its holders approve the deal or the share issuance.

noShop: boolean

Is true when the text states a non-solicitation (no-shop) covenant that binds the target or the seller of a business, whichever side the filer is on. A mutual covenant counts. A covenant that binds only the acquirer does not count.

fiduciaryOut: boolean

Is true when the text says that the board of the target can change its recommendation, or that the target can terminate the agreement, for a superior proposal or an intervening event, whichever side the filer is on.

matchingRights: boolean

Is true when the text says that the acquirer can match a superior proposal before the board of the target acts.

matchingRightDays: string

Match period as stated, e.g. five Business Days.

appraisalRights: boolean

Is true when the text mentions statutory appraisal rights or dissenters' rights.

specificPerformance: boolean

Is true when the text says that the parties can seek specific performance.

equityAwardTreatment: string

Short summary of the treatment of options, RSUs, PSUs and warrants.

purchasePriceAdjustments: boolean

Is true when the text states adjustments of the price for working capital, cash or debt.

stockholderVoteBasis: string

Legal basis of a required vote of the filer's stockholders when stated, e.g. DGCL Section 271 (sale of all or substantially all assets).

exchangeRatio: number

Number of acquirer shares per target share for a fixed exchange ratio as stated, e.g. 1.35. Is null for cash deals and for floating or collared ratios. In deals where holders elect cash or stock, the fixed ratio for the stock election.

postClosingGovernance: string

Board composition, director designations, named officers, and name or headquarters of the combined company after the closing, as stated.

assetType: string

Type of asset. Possible values: real_property, equipment, intellectual_property, other.

assetDescription: string

Asset as described, e.g. a property address or a priority review voucher.

registrantSide: string

Side of the filer, as the text states or describes it. Possible values: seller, buyer, not_stated.

appraisalSupportsPrice: boolean

Is true when the text says that an independent appraisal supports the price.

saleLeaseback: boolean

Is true when the text says that the asset is leased back to the seller.

leasebackAgreementRef: string

The agreementRef of the related lease in the same filing, e.g. a2.

facilityTypes: array of strings

Facility types that the text names. Possible values: term_loan, revolving, delayed_draw_term_loan, repurchase, receivables, promissory_note, other.

defaultRateIncrementPct: number

Increase of the interest rate after a default in percent per year, e.g. 4.0.

maturityDate: date

Final maturity of the facility, e.g. 2030-10-01.

maturityDatePrecision: string

Precision of maturityDate. Possible values: day, month, quarter, half, year, not_stated.

maturityExtension: string

Extension options, or extensions linked to milestones, e.g. to October 1, 2031 upon achievement of the Tranche 2 Milestone, absent default. Accordions are in accordion.

interestOnlyUntil: date

End of the interest-only period, e.g. 2029-04-01.

interestOnlyUntilPrecision: string

Precision of interestOnlyUntil. Possible values: day, month, quarter, half, year, not_stated.

prepaymentPremium: string

Prepayment charges as written, e.g. 3.00% before first anniversary; 2.00% before second; 1.00% thereafter until maturity.

security: string

Security of the facility. secured_first_lien and secured_second_lien apply only when the text states the lien priority. secured applies when the text says secured without a priority. Possible values: secured_first_lien, secured_second_lien, secured, unsecured, not_stated.

collateral: string

Collateral as described, e.g. substantially all assets of Borrower, including intellectual property.

negativeCovenants: array of strings

Restricted actions that the text lists, e.g. ["liens", "indebtedness", "transactions with affiliates"].

fees: string

Facility fees, end-of-term fees and other fees as written.

agent: string

Name of the administrative agent, e.g. Bank of America, N.A..

sublimits: string

Sublimits of the facility for letters of credit, swingline loans, currencies and other purposes, and letters of credit issued or transferred at closing, as written, e.g. $40 million letters of credit; $40 million swing line loans.

offeringFormat: string

Offering format as the text states it. rule_144a_reg_s applies when the text names Rule 144A and Regulation S. rule_144a applies when the text names Rule 144A resales without Regulation S. private_placement applies to direct private sales, e.g. note purchase agreements with named purchasers. Possible values: registered, rule_144a_reg_s, rule_144a, reg_s, private_placement, not_stated.

trustee: string

Name of the trustee, e.g. U.S. Bank Trust Company, National Association.

guarantors: array of strings

Names of the guarantors, e.g. ["Millrose Properties SPE LLC"].

underwritingDiscountPct: number

Underwriting discount, or discount of the initial purchasers, in percent of principal as stated.

optionalRedemption: string

Summary of the optional redemption, make-whole and par call terms.

changeOfControlPutPct: number

Repurchase price on a change of control in percent of principal, e.g. 101.

covenants: array of strings

Covenants of the indenture or note purchase agreement that the text lists. financial_maintenance applies to ratio or asset coverage tests. The details are in financialCovenants. Possible values: liens, sale_leaseback, mergers_asset_sales, indebtedness, restricted_payments, financial_maintenance, other.

eventsOfDefault: boolean

Is true when the text mentions events of default.

couponAdjustment: string

Coupon step-ups or interest adjustments linked to leverage, ratings or other tests, as written.

registrationStatementFileNo: string

File number of the registration statement for registered notes, e.g. 333-285405.

mechanism: string

Offering mechanism that the text names. underwritten applies when an underwriting agreement is the instrument. warrant_inducement applies when holders exercise existing warrants for cash in exchange for new warrants. Possible values: private_placement, at_the_market, underwritten, registered_direct, best_efforts, warrant_inducement, other.

securityType: string

Security sold, as the text names it. Possible values: common_stock, preferred_stock, convertible_preferred, warrants, pre_funded_warrants, convertible_notes, other.

shares: integer

Number of shares or units sold or to be sold, e.g. 10000000. For units, the number of units. The parts of a unit are in priceBasis.

priceBasis: string

Pricing reference as written, e.g. 5% discount to the 10-day VWAP on Nasdaq ending two days prior to closing.

noInvestorWarrantsStated: boolean

Is true when the text says that no warrants are sold with the securities. Otherwise null. Warrants sold with the securities are in additionalSecurities.

lockUp: string

Lock-up and release schedule for the shares of investors or insiders as written. Restrictions on the issuer are in issuerRestrictions.

issuerRestrictions: string

Restrictions on the issuer as written, with their periods, e.g. a standstill on new issuances, a ban on variable rate transactions, or a ban on a reverse split.

registrantRole: string

Role of the filer as the text gives it. not_stated means that the text does not state the side of the filer. Possible values: licensor, licensee, collaborator, other, not_stated.

exclusivity: string

Exclusivity as the text states it. Possible values: exclusive, non_exclusive, co_exclusive, not_stated.

scope: string

Licensed rights or field as written.

territory: string

Territory, e.g. worldwide or United States.

termYears: number

Term of the license in years, e.g. 10.

products: array of strings

Named products or assets, e.g. ["anti-IL-13 antibody"].

profitSplit: string

Profit sharing terms, e.g. global profits on New Licensed Products shared equally.

costSharing: string

Terms for the sharing of development costs.

paymentDirection: string

Direction of the stated payments, from the view of the filer. both means that stated payments go in both directions. not_stated means that the text states no payment. Possible values: to_registrant, from_registrant, both, not_stated.

optionRights: string

Options to add assets.

leadRoles: string

Lead roles for development, regulatory work and commercialization.

royaltyTerms: string

Royalty rate, tiers, base and royalty term as written, e.g. tiered high mid-single digit percentage of net sales until the later of 20 years or patent expiry.

equityConsideration: string

Equity related to the license as the text states it, e.g. warrants or shares paid as license consideration, equity puts or investments, or share pledges that secure payments. Otherwise null.

registrantRole: string

Role of the filer, from a label or from what the text says each side does. For example, the filer is customer when the counterparty provides services to the filer. Possible values: supplier, service_provider, customer, other, not_stated.

goodsOrServices: string

Goods or services as described, e.g. GPUs and ancillary products and services.

prepayment: boolean

Is true when the text says that part of the price is paid in advance.

termText: string

Term as written.

autoRenewal: boolean

Is true when the text says that the term renews automatically. Is false when the text says that a renewal needs an agreement of the parties.

acceptanceDeadline: date

Deadline for delivery or acceptance milestones, e.g. 2027-07-15.

acceptanceDeadlinePrecision: string

Precision of acceptanceDeadline. Possible values: day, month, quarter, half, year, not_stated.

refundRights: string

Refund rights as written.

parentGuarantee: boolean

Is true when the text says that the filer guarantees the obligations of a subsidiary.

pricingTerms: string

Pricing structure and charges as written, when the price is not only one total amount, e.g. time and materials or fixed price, unit or periodic charges, revenue or profit shares, minimum or take-or-pay charges, and price adjustments.

exclusivity: string

Exclusivity of the appointment or rights as the text states it. Possible values: exclusive, non_exclusive, co_exclusive, not_stated.

exclusivityText: string

Conditions of exclusivity, future exclusive rights and rights of first refusal as written.

securityDeposit: string

Security deposit that the filer gives or receives, as written.

registrantRole: string

Role of the filer. tenant and landlord apply to real estate, lessee and lessor to equipment. The value comes from a label or from what the text says each side does, e.g. the filer is tenant when it leases, occupies or pays rent for the premises. Possible values: tenant, landlord, lessor, lessee, not_stated.

propertyDescription: string

Property or equipment, e.g. 265 Turner Drive, Durango, Colorado.

use: string

Stated use of the premises, e.g. corporate headquarters and production and warehouse facility.

termYears: number

Initial term in years, e.g. 10.

commencement: string

Start of the lease as written, e.g. September 1, 2026.

renewalOptions: string

Renewal options, e.g. one additional ten-year term.

escalationPct: number

Annual rent increase in percent, e.g. 3.5.

tenantPaysOperatingCosts: boolean

Is true when the text says that the tenant pays operating, maintenance or ownership costs (net lease).

saleLeaseback: boolean

Is true when the text says that the lease is the leaseback part of a sale.

changeOfControlProvision: string

Effects of a change of control as written, e.g. Lease terminates on a Change of Control; AHL may require buyback.

rentSchedule: string

Rent per period and its increases as written, when the rent is not one annual amount with a fixed annual percentage increase, e.g. monthly rents per period.

securityDeposit: string

Security deposit as written, e.g. $50,000.00 initial security deposit.

proceedingsDescription: string

Proceedings that are settled, as described.

scope: string

all_pending_between_parties applies when the text says that all pending proceedings between the parties are settled. specified_proceedings applies when the text names particular cases. Possible values: all_pending_between_parties, specified_proceedings, not_stated.

release: string

Direction of the releases that the text states. mutual: both sides release claims. registrant_released: only the counterparty, e.g. a government, a relator or a class, releases the filer group. counterparty_released: only the filer group releases the counterparty. Possible values: mutual, registrant_released, counterparty_released, not_stated.

dismissal: string

Dismissal of the proceedings as the text states it. dismissal_stated applies when the text says that the action will be dismissed, and does not say with or without prejudice. Possible values: with_prejudice, without_prejudice, dismissal_stated, not_stated.

linkedAgreementRefs: array of strings

The agreementRef values of agreements entered into with the settlement, e.g. a license or a share purchase agreement.

payer: string

Party that the text says pays the settlement amount. not_stated applies when the text gives the amount without the payer. Possible values: registrant_group, counterparty, other, not_stated.

paymentTerms: string

Timing, installments, net amount to the filer after fees, and conditions as written.

admissionOfLiability: boolean

Is false when the text says that the parties admit no liability. Is true when the text says that a party admits liability.

nonMonetaryTerms: string

Non-monetary terms of the settlement as written, e.g. compliance programs and corporate integrity obligations, conduct undertakings such as non-disparagement or standstill restrictions, IP assignments, licenses, covenants not to sue, and indemnities. Terms that are already in the object of a linked agreement are not repeated. An ancillary agreement without its own object, e.g. a corporate integrity agreement, is summarized here.

arrangement: string

employment: the text says that the individual is employed. services_through_firm: a named firm supplies the individual, e.g. for interim or fractional officer services. consulting_individual: the individual is a direct consultant. separation: separation or transition agreements. Possible values: employment, services_through_firm, consulting_individual, separation, other, not_stated.

individual: string

Name of the person who serves, e.g. Scott Pomeroy. Is null when the text names only a firm.

position: string

Office or title as written, e.g. Chief Financial Officer.

serviceFirm: string

Firm that supplies the individual. Otherwise null.

servicesDescription: string

Services as described, e.g. bookkeeping and fractional CFO services.

compensationPeriod: string

Period of cashCompensation as stated. one_time applies to a lump sum. Possible values: hourly, monthly, annual, one_time, other, not_stated.

bonus: string

Bonus or incentive terms as written.

equityAwards: string

Equity grants as written, e.g. options, RSUs or shares.