# Material Definitive Agreements Data - SEC Form 8-K, Item 1.01 > Database of material definitive agreements from Form 8-K material event filings under Item 1.01, including merger agreements, credit agreements, indentures, securities purchase agreements, licenses, leases, settlements and employment agreements, with parties, amounts, terms and amendments. Source: https://sec-api.io/docs/material-definitive-agreements-form-8k-item-1-01-data-api The Material Definitive Agreements Data API provides access to a database of material agreements, extracted from material event disclosures filed under Item 1.01 of Form 8-K: "Entry into a Material Definitive Agreement." A company must file Item 1.01 when it enters into a material definitive agreement that is not made in the ordinary course of its business, or into an amendment of such an agreement that is material to the company. A material definitive agreement is 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 against other parties to the agreement. The company must disclose the date of the agreement, the parties, any material relationship with the parties, and the material terms and conditions of the agreement. Data sample · Material definitive agreements | Filed at | Ticker | Company | Agreement | Agreement type | Family | Action | Agreement date | Headline amount | Amount basis | Filing role | Agreements | Chain key | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-06 | RCKT | ROCKET PHARMACEUTICALS, INC. | Loan and Security Agreement | credit_agreement | debt_financing | new | 2026-09-30 | $150,000,000.00 | facility_commitment | initial | 2 | 1281895-2026-09-30 | 1281895 | 0001140361-26-038818 | | 2026-09-22 | HALO | HALOZYME THERAPEUTICS, INC. | Indenture | indenture | debt_securities | new | 2026-09-22 | $1,500,000,000.00 | aggregate_principal | initial | 2 | 1159036-2026-09-22 | 1159036 | 0001193125-26-398015 | | 2026-09-10 | DD | DuPont de Nemours, Inc. | Settlement Agreement (the Settlement) | settlement_agreement | dispute_resolution | new | 2026-09-09 | $455,000,000.00 | settlement_payment | initial | 1 | 1666700-2026-09-09 | 1666700 | 0001666700-26-000055 | | 2026-08-26 | BHVN | Biohaven Ltd. | License Agreement | license_agreement | licensing_collaboration | new | 2026-08-26 | $400,000,000.00 | upfront_payment | initial | 2 | 1935979-2026-08-26 | 1935979 | 0001935979-26-000072 | | 2026-06-18 | DNLI | Denali Therapeutics Inc. | asset purchase agreement (PRV Transfer Agreement) | asset_purchase_agreement | asset_transfer | new | 2026-06-12 | $195,000,000.00 | purchase_price | initial | 1 | 1714899-2026-06-12 | 1714899 | 0001714899-26-000081 | | 2026-05-21 | CRBP | Corbus Pharmaceuticals Holdings, Inc. | Employment Agreement | employment_agreement | employment_services | new | 2026-05-21 | $470,000.00 | compensation_per_period | initial | 1 | 1595097-2026-05-19 | 1595097 | 0001193125-26-233507 | | 2026-05-13 | OKLO | Oklo Inc. | equity distribution agreement | at_the_market_agreement | equity_financing | new | 2026-05-13 | $1,000,000,000.00 | maximum_aggregate_offering | initial | 1 | 1849056-2026-05-13 | 1849056 | 0001104659-26-060385 | | 2026-04-20 | LEU | CENTRUS ENERGY CORP | Construction Contract | services_agreement | commercial | new | 2026-04-16 | $900,000,000.00 | total_contract_value | initial | 1 | 1065059-2026-04-16 | 1065059 | 0001628280-26-025916 | | 2026-04-20 | QXO | QXO, Inc. | Agreement and Plan of Merger | merger_agreement | mna | new | 2026-04-18 | $505.00 | price_per_share | initial | 1 | 1236275-2026-04-18 | 1236275 | 0001104659-26-045111 | | 2026-04-09 | INSW | International Seaways, Inc. | Second Amended and Restated Rights Agreement | rights_agreement | governance | amended_and_restated | 2026-04-09 | – | none_stated | new_8k_update | 1 | 1679049-2022-05-08 | 1679049 | 0001104659-26-041552 | The data is extracted from the text disclosed under Item 1.01 and from other items of the same filing that describe the same agreement. One filing can describe several agreements, for example a merger agreement and a support agreement. The data is provided in a structured JSON format. The extracted information includes: - Type and family of each agreement, such as merger, credit, indenture, securities purchase, license, services, lease, settlement or employment agreements - Agreement date, effective date and action, such as a new agreement, an amendment or an amended and restated agreement, and the changes that an amendment makes - Parties, their roles and their relationship to the filer, and related-party facts such as insider involvement and approval by independent directors - A headline amount that shows the size of each agreement, such as the price per share, the facility commitment or the aggregate principal - Term, termination rights, termination fees, closing status and closing conditions - Type-specific terms for 17 agreement families, such as deal protections in mergers, pricing and covenants of credit facilities, note series and conversion terms, offering size and agents, license payments, lease rent and settlement payments - Exhibit numbers and the filing status of the agreement text - A chain key that links the first filing about an agreement to all later amendments and updates - Short quotes from the filing text that support key values ## API Endpoint Search and retrieve structured details about material definitive agreements from Form 8-K filings by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/material-events/material-agreements Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/material-events/material-agreements`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/material-events/material-agreements?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search material definitive agreements disclosed in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filing.filedAt` date range filter, e.g., `filing.filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filing.filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all merger agreements filed in 2026 in which the filer is the target company, with the result sorted by the filing date, starting with the most recent filings. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "agreements.mna.registrantSide:target AND filing.filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filing.filedAt":{"order":"desc"}}] } ``` Retrieve the agreements of a specific company using its trading symbol (ticker). In this example, the API returns all Item 1.01 disclosures for the company with the ticker symbol "REGN", starting with the first disclosure. To retrieve all filings about one agreement, search for its `agreements.chainKey` instead. ```json { "query": "filing.ticker:REGN", "from": "0", "size": "50", "sort": [{"filing.filedAt":{"order":"asc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one Form 8-K filing that discloses Item 1.01. A joint filing of several registrants is one item. The data contains only facts that the filing text states. A value of `null`, `not_stated` or `none_stated`, or an empty array, means that the text does not state the fact. Boolean fields are `true` or `false` only when the text states the fact. Otherwise they are `null`. Dates use the format `YYYY-MM-DD`, or `YYYY-MM`, `YYYY-Qn` (calendar quarter), `YYYY-Hn` (calendar half-year) and `YYYY` when the text gives only the month, quarter, half-year or year. Each of these dates has a precision field with the value `day`, `month`, `quarter`, `half`, `year` or `not_stated`. Amounts are objects with the fields `usd`, `amount`, `currency`, `original` and `isApproximate`. The `usd` field is filled only when the text states the amount in USD. Amounts are not converted between currencies. When a field of an agreement has the value `other`, the `otherValues` object of the same agreement describes the value. Each item has the following structure: - schemaVersion: string Version of the data schema, e.g. `1.0`. - filing: object Metadata of the Form 8-K filing. - accessionNo: string Accession number of the filing, e.g. `0001193125-26-388064`. - cik: string Central Index Key (CIK) of the filer, without leading zeros, e.g. `900075`. For a joint filing, the CIK of the first registrant on the cover page. - ticker: string Trading symbol of the filer, e.g. `CPRT`. The value comes from the trading symbol tagged on the cover page of the filing (XBRL `dei:TradingSymbol`). If the cover page lists several classes, the value is the symbol of the common stock. If the filing has no tagged symbol, the value comes from the filing metadata. Is `null` when neither source gives a symbol. - tradingSymbols: array of strings All trading symbols on the cover page in the order of the cover page, including symbols of preferred stock, warrants, rights and notes, e.g. `["CPRT"]`. Empty when the cover page lists no symbol. When the array is not empty, `ticker` is one of its values. - tickerNote: string Note on a conflict between the symbol on the cover page, the symbol in the filing metadata and other sources. Otherwise `null`. - companyName: string Name of the filer, e.g. `COPART INC`. For a joint filing, the name of the first registrant on the cover page. - coRegistrants: array of objects Other registrants of a joint filing, e.g. a REIT and its operating partnership. The data holds one item per filing. The first registrant on the cover page fills `cik`, `companyName` and `ticker`. Each other registrant is in this array. Empty for a filing with one registrant. - 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. - formType: string EDGAR form type. Possible values: `8-K`, `8-K/A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-09-10T17:17:57-04:00`. - periodOfReport: date Date of the earliest event reported in the filing, format `YYYY-MM-DD`. If the filing metadata and the cover page show different dates, the value is the cover page date. - periodOfReportMetadata: date Period of report from the filing metadata when it is different from the cover page date. Otherwise `null`. - sic: string Standard Industrial Classification (SIC) code of the filer, e.g. `5500`. - otherItems: array of strings Other Form 8-K items disclosed in the same filing, e.g. `["7.01", "9.01"]`. - url: string URL of the filing on SEC EDGAR. - disclosure: object How the filing reports the agreements and how it links to other filings about the same agreement. - filingRole: string Role of the filing in the chain of filings about the primary agreement. `initial` is the first Form 8-K that reports the agreement. It also applies to an amendment when no earlier Form 8-K reports the base agreement. `new_8k_update` is a later Form 8-K that reports an amendment or an update of an agreement disclosed in an earlier Form 8-K. `amendment_update` is a Form 8-K/A. Possible values: `initial`, `amendment_update`, `new_8k_update`. - chainKey: string Key that links all filings about the primary agreement, e.g. the base agreement, its amendments and its termination under Item 1.02. Format: CIK, a hyphen, and the `periodOfReport` of the earliest Form 8-K in the chain, e.g. `900075-2026-09-10`. Use this key to get the history of an agreement. - chainKeyBasis: string How the `chainKey` was set. `this_filing`: the agreement is new, and the key uses this filing. `prior_8k_found`: an earlier Form 8-K about the agreement was found and read. `prior_8k_located_not_read`: an earlier Form 8-K was identified from its filing metadata, e.g. the date, the items and the exhibit descriptions, and its text was not read. `prior_8k_not_found`: the filing reports an amendment, no earlier Form 8-K about the base agreement was found, and the key uses this filing. `not_searched`: the filing reports an amendment, no search for an earlier Form 8-K was done, and the key uses this filing. A Form 8-K/A can have the value `prior_8k_found` or `prior_8k_located_not_read` together with a key that uses its own CIK and period of report, when the original Form 8-K has the same period of report. Possible values: `this_filing`, `prior_8k_found`, `prior_8k_located_not_read`, `prior_8k_not_found`, `not_searched`. - isDeltaUpdate: boolean Is `true` when the filing reports only changes to an existing agreement, e.g. an amendment, a waiver or a Form 8-K/A. In this case, an empty field does not mean that the fact does not exist. - priorDisclosures: array of objects Earlier Form 8-K filings in the chain of the primary agreement. - 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`. - textSource: string Parts of the filing from which the data was extracted. `item_body` is the text under Item 1.01. `item_body_cross_reference` means that Item 1.01 has no terms of its own and refers to another item of the same filing, from which the data was extracted. `item_body_and_cross_referenced_item` means that the data comes from Item 1.01 and from another item that describes the same agreement. Values that include `exhibit` mean that data also comes from an exhibit. The value `exhibit` alone means that all data comes from an exhibit. Each value that names a cross-referenced item has entries in `crossReferencedItems`. Possible values: `item_body`, `item_body_cross_reference`, `item_body_and_cross_referenced_item`, `item_body_and_exhibit`, `item_body_cross_referenced_item_and_exhibit`, `exhibit`. - agreementCount: integer Number of agreements in `agreements`, e.g. `2`. - linkedEvents: string Other transactions on which the agreement depends, as stated, e.g. notes that must be redeemed if a merger of another company does not close. Also holds the termination of another agreement that is reported in another item of the same filing, when Item 1.01 does not link it to the agreement. - otherExhibitsReferenced: array of strings Exhibits named in the item that are not agreements, e.g. `["5.1 legal opinion of Jones Day"]` or `["99.1"]`. - amendmentDescription: string For a Form 8-K/A, the stated purpose of the amendment as written, from the cover page (XBRL `dei:AmendmentDescription`) or from the explanatory note. Is `null` for a Form 8-K. - crossReferencedItems: array of objects Other items of the same filing from which data was extracted, because they describe the same agreement. Examples are an item that Item 1.01 refers to, an item that refers to Item 1.01, and the Introductory Note. An item that only refers to Item 1.01 and adds no data is not listed. Empty when no other item was used. - item: string Item number in the format `N.NN`, e.g. `2.03`, or `introductory_note`. - referenceText: string The sentence that links the two parts as written, e.g. `See disclosure in Item 5.02 below.` - fieldsCoded: array of strings Paths of the fields that contain data from this item, e.g. `["agreements[0].parties", "agreements[0].term"]`. - agreements: array of objects Agreements that the item describes, primary agreement first. Each agreement has common fields and one object with type-specific terms. The `family` field names the object that holds these terms. All other type-specific objects are `null`. Ancillary documents can have no type-specific object. An agreement that the text only names, e.g. in the exhibit index, is not included. - agreementRef: string Identifier of the agreement within the filing, e.g. `a1` or `a2`. Other fields use it to refer to the agreement. - title: string Name of the agreement as written in the item, e.g. `Agreement and Plan of Merger`. - agreementType: string Type of the instrument named in the title. An amendment, a supplement or a side letter has the type of the agreement that it changes, e.g. a supplemental indenture has the type `indenture`. Possible values and the family that each type usually has:`merger_agreement` (family `mna`): Agreement and plan of merger or business combination agreement.`share_purchase_agreement` (family `mna`): Purchase or sale of the shares of an operating company, e.g. a share purchase, stock purchase, or sale and purchase agreement.`real_estate_purchase_agreement` (family `asset_transfer`): Purchase or sale of real property.`credit_agreement` (family `debt_financing`): Loan, credit, term loan, revolving, bridge, repurchase or receivables facility agreement.`warrant_agreement` (family `equity_financing`): Warrant, form of warrant or warrant agreement. As an ancillary document, it has the family of its parent agreement, e.g. `debt_financing` for warrants issued to lenders.`indenture` (family `debt_securities`): Base or supplemental indenture. A supplemental indenture that only adds or releases obligors has the family `guarantee_joinder`. An indenture for asset-backed notes has the family `securitization`.`securities_purchase_agreement` (family `equity_financing`): Securities purchase, subscription or PIPE purchase agreement for equity or equity-linked securities.`registration_rights_agreement` (family `equity_financing`): Registration rights agreement for resales. It is ancillary to the financing that it belongs to.`placement_agent_engagement_letter` (family `equity_financing`): Engagement letter or engagement agreement with a placement agent.`at_the_market_agreement` (family `equity_financing`): At-the-market (ATM), equity distribution or sales agreement for an ATM program.`license_agreement` (family `licensing_collaboration`): License of patents, technology, products, names or likeness.`license_and_collaboration_agreement` (family `licensing_collaboration`): License together with a research, development or commercial collaboration.`lock_up_agreement` (family `equity_financing`): Lock-up agreement on the shares of holders. It has the family of its parent agreement, e.g. `mna` for lock-ups in a merger.`services_agreement` (family `commercial`): Services, master services, construction or transition services agreement.`lease` (family `real_estate_lease`): Lease of real estate or equipment.`settlement_agreement` (family `dispute_resolution`): Settlement, release or litigation resolution agreement.`employment_agreement` (family `employment_services`): Employment agreement with an officer or employee.`executive_services_agreement` (family `employment_services`): Agreement under which a firm supplies an officer or officer-level services, e.g. an interim or fractional CFO.`pooling_and_servicing_agreement` (family `securitization`): Pooling and servicing agreement of a securitization trust.`consent_and_waiver` (family `other`): Standalone consent or waiver. It has the family of the agreement that it waives.`rights_agreement` (family `governance`): Shareholder rights plan, tax benefit preservation plan or rights agreement.`limited_partnership_agreement` (family `governance`): Limited partnership agreement that creates or changes a class of interests. A joint venture partnership has the family `joint_venture`.`underwriting_agreement` (family `equity_financing`): Underwriting agreement, or purchase agreement with underwriters. The family follows the security sold: `equity_financing`, `debt_securities` or `securitization`.`dealer_manager_agreement` (family `equity_financing`): Dealer-manager agreement for a rights offering or an exchange offer. The family follows the security sold.`guarantee_agreement` (family `guarantee_joinder`): Guaranty or limited guarantee. An ancillary guaranty has the family of its parent agreement, e.g. `debt_financing` or `mna`.`joinder_agreement` (family `guarantee_joinder`): Joinder that adds a party, guarantor or obligor to an existing agreement.`note_purchase_agreement` (family `debt_securities`): Note purchase agreement for privately placed notes.`supply_agreement` (family `commercial`): Manufacturing, supply or equipment purchase agreement.`trust_agreement` (family `other`): Investment management trust agreement of a special purpose acquisition company (SPAC).`support_agreement` (family `mna`): Tender and support, voting support or sponsor support agreement. It is ancillary to a merger agreement.`contingent_value_rights_agreement` (family `mna`): Contingent value rights (CVR) agreement for rights issued as deal consideration.`exchange_agreement` (family `securities_modification`): Exchange or cancellation agreement for outstanding securities.`llc_operating_agreement` (family `joint_venture`): LLC operating agreement. It has the family `joint_venture` when outside members hold interests, and `governance` when it only changes the interest classes of the filer.`contribution_agreement` (family `joint_venture`): Contribution agreement that transfers assets or cash to an entity in exchange for its equity, e.g. to form a joint venture.`hedge_confirmation` (family `debt_securities`): Capped call, call spread or other hedge confirmation entered into with a convertible notes offering.`separation_agreement` (family `employment_services`): Separation, transition or release agreement with an officer or employee who leaves.`promissory_note` (family `debt_financing`): Promissory note or demand note issued as the instrument itself. Notes issued under an indenture or a note purchase agreement are not included. As an ancillary document, it has the family of its parent agreement, e.g. `mna` for a seller note.`security_agreement` (family `debt_financing`): Security or pledge agreement. It has the family of the obligation that it secures.`asset_purchase_agreement` (family `asset_transfer`): Purchase or sale of specified assets that are not real estate, e.g. intellectual property, a priority review voucher or equipment.`placement_agency_agreement` (family `equity_financing`): Signed placement agency or placement agent agreement for a best-efforts, registered direct or inducement offering.`warrant_inducement_agreement` (family `equity_financing`): Inducement letter under which holders exercise existing warrants for cash in exchange for new warrants.`term_sheet` (family `other`): Binding term sheet that comes before a definitive agreement. The family follows the transaction, e.g. `dispute_resolution` for a settlement term sheet.`royalty_purchase_agreement` (family `royalty_financing`): Royalty purchase, synthetic royalty, revenue interest or streaming agreement.`other` (family `other`): Type that is not in this list. `agreementTypeOther` describes the type in a few words. - agreementTypeOther: string Type of the instrument in a few words when `agreementType` is `other`, e.g. `distribution and reseller agreement`. Otherwise `null`. - otherValues: object Descriptions of the enum value `other` in this agreement. Each key is the path of the field within the agreement without array indexes, e.g. `termination.rights` or `parties.roles`. Each value describes what `other` stands for, as written. `agreementType` uses `agreementTypeOther` instead, and `family` uses `otherAgreement.candidateFamily`. Empty object when no field has the value `other`. - family: string Family of the agreement, based on the main purpose that the text describes. The family names the one type-specific object that holds data. Amendments have the family of the base agreement. Ancillary documents have the family of their parent agreement. Underwriting, purchase and dealer-manager agreements have the family of the security sold. Possible values and the object that holds the terms:`mna` (object `mna`): Mergers and purchases or sales of a business.`asset_transfer` (object `assetSale`): Purchases and sales of specific assets that are not a whole business, e.g. real estate, equipment or intellectual property.`debt_financing` (object `credit`): Loans, credit facilities, repurchase and receivables facilities, and promissory notes.`debt_securities` (object `debtSecurities`): Notes and indentures, note purchase agreements, and underwriting or purchase agreements for notes.`equity_financing` (object `equityOffering`): Sales of shares, preferred stock, warrants or convertible securities, e.g. PIPE, at-the-market and underwritten offerings.`licensing_collaboration` (object `licenseCollaboration`): Licenses and collaborations. A license whose royalty pays for the licensed rights is in this family.`commercial` (object `commercial`): Supply, services, customer and vendor contracts.`real_estate_lease` (object `lease`): Leases of real estate or equipment.`dispute_resolution` (object `settlement`): Settlements of litigation or claims.`employment_services` (object `employmentServices`): Employment, executive services and separation agreements.`securitization` (object `securitization`): Agreements that create or govern a vehicle that issues classes of notes or certificates backed by a pool of assets.`securities_modification` (object `securitiesModification`): Changes, exchanges or cancellations of outstanding warrants, notes or preferred stock when no financing agreement is amended.`governance` (object `governanceInstrument`): Rights plans and agreements that create or change a class of interests or governance rights.`guarantee_joinder` (object `guaranteeJoinder`): Guarantees and joinders that add, release or substitute an obligor, when the item has no parent agreement. A supplemental indenture that only adds, releases or substitutes obligors is in this family.`joint_venture` (object `jointVenture`): Agreements that form or govern an entity owned by the filer group and at least one outside member.`royalty_financing` (object `royaltyFinancing`): Funding that is repaid by a royalty or a share of revenues.`other` (object `otherAgreement`): Agreements that fit no other family. - isPrimary: boolean Is `false` for a document that the item describes as entered into in connection with another agreement in the same filing, e.g. a registration rights agreement, a lock-up agreement, warrants or an engagement letter. Otherwise `true`. - relatedToAgreementRef: string The `agreementRef` of the parent agreement of an ancillary document, e.g. `a1`. Otherwise `null`. - chainKey: string Key of the chain of filings about this agreement. Format: CIK, a hyphen, and the `periodOfReport` of the earliest Form 8-K that disclosed the agreement, e.g. `900075-2026-09-10`. Amendments link to the base agreement. Agreements in one filing can belong to different chains. - chainKeyBasis: string How the `chainKey` of this agreement was set. Uses the same values and rules as `disclosure.chainKeyBasis`. Possible values: `this_filing`, `prior_8k_found`, `prior_8k_located_not_read`, `prior_8k_not_found`, `not_searched`. - action: string Type of action. `amendment` includes amendments, supplements, side letters, waivers and extensions that change an existing agreement. `amended_and_restated` applies when the title or the text states that the agreement amends and restates an earlier agreement. Otherwise `new`. Possible values: `new`, `amendment`, `amended_and_restated`, `other`. - executionStatus: string `executed` means that the text says the agreement was entered into, executed, dated, issued or closed. `to_be_entered` means that the text describes an agreement that the parties will enter into later, e.g. warrants to be issued at a future closing. In this case, `agreementDate` is `null`. `not_stated` means that the text says neither. Possible values: `executed`, `to_be_entered`, `not_stated`. - amendmentNumber: string Number of the amendment as written, e.g. `Third` or `No. 1`. - amendedAgreement: object The agreement that this agreement amends. - 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`. - amendmentChanges: array of objects Each change that the text states for an amendment or an amended and restated agreement, in the order of the text. Empty for a new agreement or when the text states no change. The changes do not come from a comparison with earlier filings. - 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. - replacedAgreement: string Title and date of an existing agreement that this agreement replaces, refinances or supersedes, as written, e.g. `prior employment agreement with the executive that expired on December 31, 2025`. Filled only when the text says that this agreement replaces it. Otherwise `null`. - agreementDate: date Date on which the parties entered into the agreement, or the "dated as of" date, e.g. `2026-09-10`. An ancillary document has only the date that the text states for it. The date of the parent agreement is not copied. A document that the text says was entered into "concurrently" or "simultaneously" with another agreement with a stated date has that date. - agreementDatePrecision: string Precision of `agreementDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - effectiveDate: date Date on which the agreement or the change takes effect, when the text gives a date that is different from `agreementDate`. For employment and services agreements, the start date. - effectiveDatePrecision: string Precision of `effectiveDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - parties: array of objects Parties to the agreement, or to a document that the item describes as part of the same transaction. - 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`. - relatedParty: object Related-party facts: whether an insider or an affiliate is a counterparty, and who approved the agreement. - 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`. - headlineAmount: object The one amount that best shows the size of the agreement, e.g. `$10.50 per share`. The type of the amount is in `headlineAmountBasis`. Is `null` when the text states no such amount. - 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. - headlineAmountBasis: string Type of `headlineAmount`. For M&A, the total value, or else the price per share. For credit facilities, the commitment. For an amendment that only reprices, exchanges or cancels existing debt, the outstanding or affected principal. For securities offerings, the gross proceeds, the aggregate principal or the maximum aggregate offering, or else the net proceeds or the price per share. For securitizations, the aggregate principal. For employment and services agreements, the fixed fee or salary per period, or `one_time_payment` for a lump sum. For a license with no upfront payment, the maximum milestone payments. For settlements, the settlement payment. For joint ventures and fund subscriptions, the capital commitment. For leases, the annual rent, or `periodic_rent` when the text states the rent per month or per another period. `total_contract_value` includes a stated maximum or cap. The amount is never calculated, added up or selected from parts. When the text states no single amount of the type, the value is `none_stated` and `headlineAmount` is `null`. Possible values: `price_per_share`, `purchase_price`, `facility_commitment`, `aggregate_principal`, `outstanding_principal`, `maximum_aggregate_offering`, `gross_proceeds`, `total_contract_value`, `upfront_payment`, `milestone_payments_max`, `license_fees_total`, `settlement_payment`, `capital_commitment`, `annual_rent`, `periodic_rent`, `compensation_per_period`, `net_proceeds`, `one_time_payment`, `none_stated`. - term: object Term or maturity of the agreement. - 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`. - termination: object Termination rights and fees. - 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`. - terminationFee: object In M&A and asset sales, the fee that the target or seller side pays, whichever side the filer is on. In other agreements, a fee that the filer pays. A fee that either party can pay is in this field and in `reverseTerminationFee`. - 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. - reverseTerminationFee: object In M&A and asset sales, the fee that the acquirer or buyer side pays, whichever side the filer is on. In other agreements, a fee that the counterparty pays to the filer. - 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. - 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. - closing: object Closing status and conditions. - 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`. - expectedClosing: object Expected closing. - date: date Expected closing date, e.g. `2026-10-15`. - precision: string Precision of `date`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - text: string Expected closing as written, e.g. `on or about October 15, 2026`. - 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. - useOfProceeds: string Use of proceeds as stated, e.g. `working capital and general corporate purposes`. - exhibit: object Where the text of the agreement is filed. - 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. - mna: object Terms of mergers and of purchases or sales of a business, i.e. of the shares or assets of an operating business. Filled when `family` is `mna`. - 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.`. - pricePerShare: object Cash or stock value per target share as stated, e.g. `$10.50 per share`. - 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. - totalValue: object Total or base purchase price as stated. It is not calculated from the price per share. - 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. - 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`. - considerationComponents: array of objects Parts of the purchase price when the text gives them. - form: string Form of this part as the text names it. Possible values: `cash`, `stock`, `royalty`, `promissory_note`, `earnout`, `cvr`, `other`. - amount: object Stated amount or stated value of this part, e.g. `C$4,000,000`. - 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. - shares: integer Number of shares in this part as stated, e.g. `80000000`. - payableText: string When or on which condition this part is paid or issued, as written, e.g. `on the 12-month anniversary of the Closing`. - 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. - financing: object Financing of the buyer as described. - equityCommitment: object Total amount of the equity commitment letters, e.g. `$220 million`. - 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. - debtCommitment: object Committed term debt, e.g. `$300 million term loan facility`. Bridge and other facilities are in `otherDebtCommitments`. - 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. - revolverCommitment: object Committed revolving credit, e.g. `$35 million revolving credit facility`. - 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. - sponsorGuarantee: boolean Is `true` when the text says that a limited guarantee of the obligations of the buyer was delivered, e.g. for the reverse termination fee. - otherDebtCommitments: string Bridge, letter of credit and other committed facilities, with amounts as written. - deposit: object Deposit paid at signing, e.g. `C$1,000,000`. - 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. - purchasePriceAdjustments: boolean Is `true` when the text states adjustments of the price for working capital, cash or debt. - indemnification: object Indemnification terms after the closing. - deductible: object Basket or deductible, e.g. `C$2,000,000`. - 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. - cap: string Cap as stated, as an amount or a percentage of the price, e.g. `50% of the Purchase Price`. - survivalMonths: integer Survival period of the representations and warranties in months, e.g. `12`. - enforcementExpenseCap: object Cap on enforcement or reimbursement expenses. - 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. - 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. - tenderOffer: object Tender offer for the target shares as the first step of the deal. Is `null` when there is no tender offer. The offer price is in `pricePerShare`. The minimum condition is also in `closing.conditions` as `minimum_tender`. - section251hMerger: boolean Is `true` when the text says that the second-step merger occurs under Section 251(h) of the Delaware General Corporation Law (DGCL), or a similar statute, without a stockholder vote. - minimumCondition: string Minimum tender condition as written. - offerTerms: string Start deadline, offer period and extension terms as written. - postClosingGovernance: string Board composition, director designations, named officers, and name or headquarters of the combined company after the closing, as stated. - assetSale: object Terms of purchases and sales of specific assets that are not an operating business, e.g. real estate, equipment or intellectual property. Filled when `family` is `asset_transfer`. - 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`. - price: object Purchase price, e.g. `$195 million`. - 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. - 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`. - credit: object Terms of loans, credit facilities, repurchase and receivables facilities, and their amendments. Lenders and agents are in `parties`. Filled when `family` is `debt_financing`. - facilityTypes: array of strings Facility types that the text names. Possible values: `term_loan`, `revolving`, `delayed_draw_term_loan`, `repurchase`, `receivables`, `promissory_note`, `other`. - totalCommitment: object Total commitment or maximum principal, e.g. `$800 million`. - 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. - fundedAtClosing: object Amount drawn or funded at closing as stated. - 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. - tranches: array of objects Tranches or sub-facilities. - name: string Name of the tranche as written, e.g. `Tranche 1-A`. - facilityType: string Type of the tranche as the text names it. Possible values: `term_loan`, `revolving`, `delayed_draw_term_loan`, `other`. - amount: object Size of the tranche, e.g. `$275 million`. - 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. - availability: string Availability period or conditions, e.g. `at Borrower's option through June 30, 2027`. - fundedAtClosing: boolean Is `true` when the tranche was funded at closing. - maturityDate: date Maturity of this tranche, when the text states a maturity for each tranche, e.g. `2031-08-14`. - maturityDatePrecision: string Precision of `maturityDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - interest: object Interest terms. - rateType: string Fixed or floating rate, as the text states it. Possible values: `floating`, `fixed`, `not_stated`. - benchmark: string Benchmark rate that the text names. `other` applies when the text lists several alternative benchmarks. Possible values: `SOFR`, `term_SOFR`, `prime`, `base_rate`, `EURIBOR`, `other`, `not_stated`. - marginPct: number Applicable margin in percent per year, when the text states one value, e.g. `2.4`. - floorPct: number Floor of the benchmark in percent per year, e.g. `6.75`. - rateText: string Short quote of the rate formula, e.g. `10% per annum, 365-day year, accrues and is payable at maturity`. - 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`. - financialCovenants: array of objects Financial maintenance covenants. - type: string Type of covenant as the text names it. `max_leverage` applies to ratios of debt to EBITDA. `max_debt_to_capitalization` applies to ratios of debt, or net debt, to total capitalization. Possible values: `min_cash`, `max_leverage`, `min_interest_coverage`, `min_net_worth`, `min_liquidity`, `max_debt_to_capitalization`, `other`. - threshold: string Threshold as written, e.g. `Total Leverage Ratio not to exceed 4.25 to 1.00`. - 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.`. - warrants: object Warrants issued to the lenders. - holders: string Holders of the warrants as stated, e.g. `Lenders` or `Placement Agent`. - shares: integer Maximum number of underlying shares, e.g. `1755853`. - sharesExercisableAtClosing: integer Number of shares for which the warrants can be exercised at closing, when the text states it separately, e.g. `409699`. - exercisePrice: object Exercise price per share, e.g. `$3.50 per Common Share`. - 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. - termYears: number Exercise period in years as stated, e.g. `5`. - coveragePct: number Warrant coverage in percent of the shares sold or of the principal, as stated, e.g. `8.0`. - cashlessExercise: boolean Is `true` when the text says that cashless (net) exercise is permitted. - priceResetFeatures: boolean Is `true` when the warrants have variable-price, down-round or reset features. Is `false` only when the text says that there are no such features. - termsText: string Other warrant terms as written when the other fields cannot hold them, e.g. stepped exercise prices, the expiration date or exercise limits. - accordion: object Option to increase the commitments without a commitment of the lenders (accordion or incremental facility), as stated. Is `null` when the text states no accordion. - increaseAmount: object Maximum increase of the commitments as stated, e.g. `$500 million`. - 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. - maxTotalCommitment: object Maximum total commitments after the increase as stated, e.g. `$425,000,000`. - 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. - text: string Accordion terms as written. - 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`. - debtSecurities: object Terms of notes: indentures, supplemental indentures that create notes, note purchase agreements, and underwriting or purchase agreements for notes. Filled when `family` is `debt_securities`. - 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`. - series: array of objects Series of notes. - title: string Title of the series as written, e.g. `6.500% senior notes due 2029`. - principal: object Aggregate principal of the series, e.g. `$1,000,000,000`. - 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. - couponPct: number Coupon in percent per year, e.g. `6.5`. - couponType: string Coupon type as the text states it. `floating` applies to notes with a benchmark rate plus a spread. Possible values: `fixed`, `floating`, `fixed_to_reset`, `zero`, `not_stated`. - maturityDate: date Stated maturity, e.g. `2029-10-15`. - maturityDatePrecision: string Precision of `maturityDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - ranking: string Ranking as the text states it. `senior_unsecured` applies only when the text says senior and unsecured. Possible values: `senior_unsecured`, `senior_secured`, `senior_subordinated`, `subordinated`, `junior_subordinated`, `not_stated`. - interestPaymentDates: string Interest payment dates as written, e.g. `April 15 and October 15, commencing April 15, 2027`. - issuePricePct: number Issue price in percent of principal as stated, e.g. `100.0`. - isReopening: boolean Is `true` when the text says that the notes are additional notes of an existing series (tap or reopening). - 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"]`. - managers: array of objects Underwriters or initial purchasers of the notes, lead manager first. Empty when the text names none. - name: string Name as written, e.g. `RBC Capital Markets, LLC`. - role: string Role that the text gives to the firm. `representative` applies when the text names the firm as representative of the underwriters. Possible values: `underwriter`, `representative`, `initial_purchaser`, `placement_agent`, `sales_agent`, `dealer_manager`, `other`. - 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. - equityClawback: object Right of the issuer to redeem notes with the proceeds of equity offerings. - maxPct: number Maximum percentage of the principal that the issuer can redeem, e.g. `40`. - pricePct: number Redemption price in percent of principal, e.g. `106.5`. - until: date End of the clawback period, e.g. `2027-10-15`. A redemption must occur before this date. - untilPrecision: string Precision of `until`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - changeOfControlPutPct: number Repurchase price on a change of control in percent of principal, e.g. `101`. - specialMandatoryRedemption: object Special mandatory redemption related to a pending transaction. - trigger: string Event that causes the redemption, as written. - pricePct: number Redemption price in percent of principal, e.g. `100`. - outsideDate: date Outside date of the special mandatory redemption, e.g. `2027-05-13`. - outsideDatePrecision: string Precision of `outsideDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - 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. - netProceeds: object Net proceeds as stated, e.g. `approximately $1,471.1 million`. - 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. - conversionTerms: object Conversion terms of convertible notes. Is `null` for notes that are not convertible. - conversionRate: number Initial conversion rate as stated, in shares per $1,000 principal for notes or per share for preferred stock, e.g. `7.1509`. - conversionPrice: object Initial conversion price per share as stated, e.g. `approximately $139.84 per share`. - 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. - premiumPct: number Conversion premium over the reference share price in percent as stated, e.g. `32.5`. - settlement: string Settlement method of a conversion. `shares`: delivery of shares only. `cash`: cash only. `net_share`: cash up to the principal, and cash, shares or both at the election of the issuer for the remainder. `issuer_election`: cash, shares or both at the election of the issuer for the full obligation. A temporary restriction, e.g. cash only until more shares are authorized, is in `conversionText`. Possible values: `shares`, `cash`, `net_share`, `issuer_election`, `other`, `not_stated`. - conversionText: string Conversion periods and conditions, make-whole increases and settlement restrictions as written. - maxConversionRate: number Maximum conversion rate after make-whole increases, in shares per $1,000 principal, as stated, e.g. `268.8172`. - maxSharesIssuable: integer Maximum number of shares issuable on conversion as stated, e.g. `32258064`. - additionalPurchaseOption: object Option of the initial purchasers or underwriters to buy additional notes. - shares: integer Number of additional shares, warrants or units that the option covers, e.g. `5000000`. - principal: object Additional principal of notes that the option covers, e.g. `$200.0 million`. - 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. - days: integer Exercise period in days as stated, e.g. `30`. - exercised: string Exercise status that the text states at the filing date. Possible values: `in_full`, `in_part`, `not_exercised`, `not_stated`. - text: string Terms or exercise of the option as written, when the other fields cannot hold them. - financialCovenants: array of objects Financial maintenance covenants of the notes or of the note purchase agreement. - type: string Type of covenant as the text names it. `max_leverage` applies to ratios of debt to EBITDA. `max_debt_to_capitalization` applies to ratios of debt, or net debt, to total capitalization. Possible values: `min_cash`, `max_leverage`, `min_interest_coverage`, `min_net_worth`, `min_liquidity`, `max_debt_to_capitalization`, `other`. - threshold: string Threshold as written, e.g. `Total Leverage Ratio not to exceed 4.25 to 1.00`. - 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`. - cappedCall: object Capped call or call spread transactions entered into with convertible notes, as stated. Is `null` when the text describes none. - capPrice: object Initial cap price per share as stated, e.g. `approximately $208.39 per share`. - 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. - capPremiumPct: number Premium of the cap price over the reference share price in percent, e.g. `100.0`. - cost: object Cost of the capped call transactions as stated, e.g. `approximately $187.5 million`. - 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. - equityOffering: object Terms of sales of shares, preferred stock, warrants or convertible securities: securities purchase agreements (PIPE), at-the-market (ATM) programs, and underwriting and dealer-manager agreements. Filled when `family` is `equity_financing`. - 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`. - pricePerShare: object Price per share or unit as stated, e.g. `$3.00 per Unit`. It is not calculated. - 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. - priceBasis: string Pricing reference as written, e.g. `5% discount to the 10-day VWAP on Nasdaq ending two days prior to closing`. - grossProceeds: object Gross proceeds or aggregate purchase price as stated, e.g. `approximately $5.6 million`. - 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. - maximumAggregateOffering: object Maximum size of an ATM or best-efforts program, e.g. `$1,000,000,000`. - 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. - 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`. - agent: object Lead placement agent, sales agent, underwriter or dealer manager. - name: string Name of the agent, e.g. `H.C. Wainwright & Co., LLC`. - role: string Role that the text gives to the agent. An agent that can also buy as principal is `sales_agent`, unless the text names it as underwriter. Possible values: `placement_agent`, `sales_agent`, `underwriter`, `dealer_manager`. - feePct: number Flat fee in percent of gross proceeds as stated, e.g. `7.0`. Tiered fees are in `feeText`. Fees of "up to" a percentage are in `feeMaxPct`. - feeText: string Tiered or other fee terms as written, e.g. `commission equal to 3.0% of the gross sales price of the Shares sold`. - fee: object Fee amount as stated. - 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. - expenseCap: object Cap on the expenses that the filer pays back to the agent, e.g. `$50,000`. - 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. - agentWarrants: object Warrants issued to the agent. - holders: string Holders of the warrants as stated, e.g. `Lenders` or `Placement Agent`. - shares: integer Maximum number of underlying shares, e.g. `1755853`. - sharesExercisableAtClosing: integer Number of shares for which the warrants can be exercised at closing, when the text states it separately, e.g. `409699`. - exercisePrice: object Exercise price per share, e.g. `$3.50 per Common Share`. - 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. - termYears: number Exercise period in years as stated, e.g. `5`. - coveragePct: number Warrant coverage in percent of the shares sold or of the principal, as stated, e.g. `8.0`. - cashlessExercise: boolean Is `true` when the text says that cashless (net) exercise is permitted. - priceResetFeatures: boolean Is `true` when the warrants have variable-price, down-round or reset features. Is `false` only when the text says that there are no such features. - termsText: string Other warrant terms as written when the other fields cannot hold them, e.g. stepped exercise prices, the expiration date or exercise limits. - feeMaxPct: number Maximum fee in percent of gross proceeds when the text states the fee as "up to" a percentage, e.g. `3.0` for an ATM commission. In this case, `feePct` is `null`. - otherManagers: array of objects Other underwriters or agents named in addition to the lead agent. Empty when there are none. - name: string Name as written, e.g. `RBC Capital Markets, LLC`. - role: string Role that the text gives to the firm. `representative` applies when the text names the firm as representative of the underwriters. Possible values: `underwriter`, `representative`, `initial_purchaser`, `placement_agent`, `sales_agent`, `dealer_manager`, `other`. - registration: object Registration status of the offering. - basis: string Registration basis as stated in Item 1.01 or in an item that it refers to. `reg_d` applies when the text names Regulation D or Rule 506, with or without Section 4(a)(2). `section_4a2` applies when the text names Section 4(a)(2) without Regulation D. Possible values: `section_4a2`, `reg_d`, `reg_s`, `registered_shelf`, `registered_other`, `not_stated`. - registrationStatementFileNo: string File number of the registration statement, e.g. `333-292427`. - registrationRights: object Registration rights for the resale of the securities. - granted: boolean Is `true` when the investors receive resale registration rights. - filingDeadlineDays: integer Number of days after the closing within which the filer must file the registration statement, e.g. `30`. - lockUp: string Lock-up and release schedule for the shares of investors or insiders as written. Restrictions on the issuer are in `issuerRestrictions`. - conversionTerms: object Conversion terms when the security sold is convertible preferred stock or convertible notes. - conversionRate: number Initial conversion rate as stated, in shares per $1,000 principal for notes or per share for preferred stock, e.g. `7.1509`. - conversionPrice: object Initial conversion price per share as stated, e.g. `approximately $139.84 per share`. - 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. - premiumPct: number Conversion premium over the reference share price in percent as stated, e.g. `32.5`. - settlement: string Settlement method of a conversion. `shares`: delivery of shares only. `cash`: cash only. `net_share`: cash up to the principal, and cash, shares or both at the election of the issuer for the remainder. `issuer_election`: cash, shares or both at the election of the issuer for the full obligation. A temporary restriction, e.g. cash only until more shares are authorized, is in `conversionText`. Possible values: `shares`, `cash`, `net_share`, `issuer_election`, `other`, `not_stated`. - conversionText: string Conversion periods and conditions, make-whole increases and settlement restrictions as written. - maxConversionRate: number Maximum conversion rate after make-whole increases, in shares per $1,000 principal, as stated, e.g. `268.8172`. - maxSharesIssuable: integer Maximum number of shares issuable on conversion as stated, e.g. `32258064`. - additionalSecurities: array of objects Other securities sold in the same offering, e.g. pre-funded warrants sold instead of shares, or common warrants sold with the shares. Empty when there are none. Warrants issued to the agent are in `agent.agentWarrants`. - securityType: string Security as the text names it. Possible values: `common_stock`, `preferred_stock`, `convertible_preferred`, `warrants`, `pre_funded_warrants`, `convertible_notes`, `other`. - count: integer Number of securities, or of underlying shares, as stated, e.g. `3520859`. It is not calculated from a ratio. - pricePerUnit: object Price per security as stated, when sold separately, e.g. `$1.92999 per Pre-Funded Warrant`. - 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. - warrantTerms: object Terms of the security when it is a warrant. - holders: string Holders of the warrants as stated, e.g. `Lenders` or `Placement Agent`. - shares: integer Maximum number of underlying shares, e.g. `1755853`. - sharesExercisableAtClosing: integer Number of shares for which the warrants can be exercised at closing, when the text states it separately, e.g. `409699`. - exercisePrice: object Exercise price per share, e.g. `$3.50 per Common Share`. - 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. - termYears: number Exercise period in years as stated, e.g. `5`. - coveragePct: number Warrant coverage in percent of the shares sold or of the principal, as stated, e.g. `8.0`. - cashlessExercise: boolean Is `true` when the text says that cashless (net) exercise is permitted. - priceResetFeatures: boolean Is `true` when the warrants have variable-price, down-round or reset features. Is `false` only when the text says that there are no such features. - termsText: string Other warrant terms as written when the other fields cannot hold them, e.g. stepped exercise prices, the expiration date or exercise limits. - additionalPurchaseOption: object Option of the underwriters to buy additional securities (over-allotment option). - shares: integer Number of additional shares, warrants or units that the option covers, e.g. `5000000`. - principal: object Additional principal of notes that the option covers, e.g. `$200.0 million`. - 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. - days: integer Exercise period in days as stated, e.g. `30`. - exercised: string Exercise status that the text states at the filing date. Possible values: `in_full`, `in_part`, `not_exercised`, `not_stated`. - text: string Terms or exercise of the option as written, when the other fields cannot hold them. - 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. - netProceeds: object Net proceeds as stated, e.g. `approximately $5.4 million`. - 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. - licenseCollaboration: object Terms of license and collaboration agreements. Filled when `family` is `licensing_collaboration`. - 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"]`. - upfrontPayment: object Upfront payment, e.g. `$1.0 million`. - 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. - milestonesMax: object Total potential milestone payments as stated, independent of the payer, e.g. `up to $815,000,000 in the aggregate`. The direction of the payments is in `paymentDirection`. - 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. - recurringFees: object Fixed recurring license fees. - amount: object Fee per period. - 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. - frequency: string Period of the fee as stated. Possible values: `monthly`, `quarterly`, `annual`, `other`. - count: integer Number of periods, e.g. `20`. - totalStatedValue: object Total value as the text states it. - 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. - 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`. - commercial: object Terms of supply, services, customer and vendor contracts. Filled when `family` is `commercial`. - 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`. - totalCommitment: object Total contract value as stated, including a stated maximum or cap, e.g. `up to $40 million in CRO services`. It is not calculated from unit prices. - 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. - 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. - serviceStart: object Expected start of the services. - date: date Expected start date, e.g. `2027-Q2`. - precision: string Precision of `date`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - text: string Expected start as written, e.g. `second quarter of 2027`. - 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. - lease: object Terms of leases of real estate or equipment and their amendments. Filled when `family` is `real_estate_lease`. - 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`. - baseRentAnnual: object Annual base rent in the first year as stated, e.g. `$1,855,566 for 2026`. Rent stated per month is in `rentSchedule` and is not converted to an annual amount. - 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. - 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`. - buybackPrice: object Stated minimum buyback price, e.g. `greater of $6.93 million or its appraised value`. - 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. - 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`. - settlement: object Terms of settlements of litigation or claims. Payments made under a linked agreement, e.g. a license, are in the object of that agreement. Filled when `family` is `dispute_resolution`. - 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. - payment: object Gross settlement amount payable under the agreement, e.g. `$455 million`. - 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. - 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. - employmentServices: object Terms of employment, executive services and separation agreements. In an executive services agreement, an individual serves as an officer or gives officer-level services, directly or through a firm. The start date is in `effectiveDate`, the term in `term`, and the termination rights in `termination`. Filled when `family` is `employment_services`. - 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. - cashCompensation: object Fixed fee or base salary per period as stated, e.g. `$470,000`. - 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. - 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. - placementFee: object Fee to the service firm if the filer hires the individual directly. - 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. - noticePeriodDays: integer Notice period for termination, when the text states it in days, e.g. `90`. Otherwise `null`, and the text is in `termination.terminationText`. - severance: string Severance or termination payments as written. - restrictiveCovenants: string Non-competition, non-solicitation and confidentiality covenants with their periods, as written. - benefits: string Benefits and perquisites as written, e.g. benefit plans, a relocation allowance, insurance or a vehicle. - securitization: object Terms of agreements that create or govern a vehicle that issues classes of notes or certificates backed by a pool of assets, e.g. a CLO indenture, a CMBS pooling and servicing agreement, or a term ABS. Filled when `family` is `securitization`. - structureType: string Type of transaction, as the text names the transaction or its collateral, e.g. `cmbs` for commercial mortgage loans and `clo` for a collateralized loan obligation. Possible values: `clo`, `cmbs`, `abs`, `other`, `not_stated`. - registrantRoles: array of strings Roles that the text gives to the filer group. The roles do not come from the business of the filer. Possible values: `sponsor`, `depositor`, `issuer`, `seller_originator`, `collateral_manager`, `servicer`, `retention_holder`, `other`. - issuingEntity: string Issuer or issuing trust as named, e.g. `World Omni Auto Receivables Trust 2026-B`. - collateralDescription: string Asset pool as described, e.g. `motor vehicle retail installment sale contracts and related property`. - totalPrincipal: object Aggregate principal or certificate balance of all classes as stated. It is not added up from the classes. - 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. - classes: array of objects Classes of notes or certificates that the text lists. - name: string Name of the class as written, e.g. `Class A-1`. - principal: object Principal or certificate balance. - 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. - interestText: string Interest rate or spread as written, e.g. `4.03%`. - rating: string Rating as written, with the rating agency. - retainedByRegistrantGroup: boolean Is `true` when the text says that the filer group keeps this class or holds it first. - retentionHolder: string Risk retention holder and form of retention as written. - collateralManager: string Collateral manager as named. - servicers: array of strings Servicers as named, with their function in parentheses, e.g. `["World Omni Financial Corp. (servicer)"]`. - trustee: string Trustee or certificate administrator as named. - reinvestmentPeriodEnd: date End of the reinvestment period. - reinvestmentPeriodEndPrecision: string Precision of `reinvestmentPeriodEnd`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - statedMaturity: date Stated maturity of the notes or certificates. - statedMaturityPrecision: string Precision of `statedMaturity`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - noteProtectionTests: string Coverage or note protection tests as written. - registrationStatementFileNo: string File number of the shelf registration statement on Form SF-3 when stated, e.g. `333-283578`. - securitiesModification: object Changes to outstanding securities of the filer, e.g. amendments of warrants or notes, consents and waivers of holders, exchanges and cancellations. The amended instrument is in `amendedAgreement` when the text names one. Filled when `family` is `securities_modification`. - securityType: string Security that changes, as the text names it. Possible values: `common_stock`, `preferred_stock`, `warrants`, `pre_funded_warrants`, `convertible_notes`, `notes`, `other`, `not_stated`. - securityDescription: string Series or instrument as written. - holders: string Holders that are party to the change, as described, e.g. `Target Capital 1 LLC`. - changeTypes: array of strings Each change that the text states. Possible values: `exercise_or_conversion_price`, `expiration_or_maturity`, `share_count`, `feature_removed`, `feature_added`, `consent_or_waiver`, `exchange`, `cancellation`, `other`. - changeText: string Short description of the change as written. - priceBefore: object Exercise or conversion price before the change. - 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. - priceAfter: object Exercise or conversion price after the change. - 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. - newExpirationOrMaturity: date Expiration or maturity date after the change. - newExpirationOrMaturityPrecision: string Precision of `newExpirationOrMaturity`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - sharesAffected: integer Number of underlying shares affected, as stated, e.g. `2500000`. - reason: string Reason for the change, only when the text states it. `equity_classification`: to permit the classification of the warrants as equity. `listing_compliance`: to comply with exchange rules again. Possible values: `equity_classification`, `listing_compliance`, `other`, `not_stated`. - consideration: string Consideration for the change as written, e.g. a consent fee or new shares. - principalAffected: object Principal amount of notes changed, exchanged or cancelled, as stated, e.g. `$25,000`. - 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. - exemptionBasis: string Exemption under the Securities Act that the text names for an exchange or an issuance, e.g. `section_3a9` for Section 3(a)(9), which applies to exchanges with existing holders. Possible values: `section_3a9`, `section_4a2`, `other`, `not_stated`. - governanceInstrument: object Terms of governance instruments: rights plans, partnership or operating agreements that create or change a class of interests, and investor rights, nomination, standstill and voting agreements. Filled when `family` is `governance`. - instrumentType: string `rights_plan` includes shareholder rights plans and tax benefit preservation plans. `partnership_or_operating_agreement` applies when the agreement creates or changes a class of partnership or LLC interests. Possible values: `rights_plan`, `partnership_or_operating_agreement`, `investor_rights_agreement`, `voting_agreement`, `other`, `not_stated`. - purpose: string Purpose of the instrument, only when the text states it. `tax_asset_preservation` applies to the protection of net operating losses or the prevention of an ownership change under Section 382. Possible values: `tax_asset_preservation`, `takeover_defense`, `investor_rights`, `capital_structure`, `other`, `not_stated`. - triggerPct: number Beneficial ownership threshold in percent at which a holder becomes an acquiring person, e.g. `20`. - grandfathering: string Treatment of holders above the threshold at adoption, as written. - securityIssued: string Rights, units or class of interests created, as written. - exercisePrice: object Purchase price per right, e.g. `$95`. - 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. - expirationDate: date Expiration date of the plan or instrument, e.g. `2027-02-01`. - expirationDatePrecision: string Precision of `expirationDate`. Possible values: `day`, `month`, `quarter`, `half`, `year`, `not_stated`. - stockholderApproval: boolean Is `true` when the text says that the plan or the change needs approval or ratification by the stockholders. - boardNominationRight: boolean Is `true` when the text says that a holder can nominate or designate a director. - standstill: boolean Is `true` when the text states a standstill for a holder or an investor. - redemptionPrice: object Redemption price per right as stated, e.g. `$0.001`. - 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. - planFeatures: string Record date, exchange feature, exceptions for permitted bids or qualifying offers, and similar plan features as written. - guaranteeJoinder: object Terms of guarantees and joinders: an instrument that adds, releases or substitutes a guarantor, obligor or party under an existing agreement, or a standalone guarantee. Filled when `family` is `guarantee_joinder`. - effect: string What the instrument does, as the text states it. Possible values: `add_guarantor`, `release_guarantor`, `assumption_by_successor`, `add_party`, `standalone_guarantee`, `other`, `not_stated`. - underlyingInstrument: string Indenture, credit agreement or obligation to which the instrument applies, as written. - underlyingAgreementRef: string The `agreementRef` of the underlying instrument when it is also in `agreements`. - affectedEntities: array of strings Entities added, released or substituted, as named, e.g. `["iPower AI LLC"]`. - registrantRole: string Role of the filer as the text gives it. Possible values: `guarantor`, `primary_obligor`, `beneficiary`, `other`, `not_stated`. - guaranteeScope: string `full_and_unconditional` applies only when the text says so. `limited` applies when the text states a cap or a limit. Possible values: `full_and_unconditional`, `limited`, `not_stated`. - guaranteedAmount: object Cap of the guarantee when stated. - 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. - trigger: string Event that made the instrument necessary, as written, e.g. a merger closing, a spin-off or a new subsidiary. - otherAgreement: object Free-text summary of an agreement that fits no family. Filled when `family` is `other`. - summary: string What the agreement does, in one or two sentences. - registrantRole: string Role of the filer as written. - keyTerms: string Economic and other key terms as written. - candidateFamily: string Short label for a type of agreement that occurs again, e.g. `spac_non_redemption`. - jointVenture: object Terms of agreements that form or govern an entity owned by the filer group and at least one outside member. Filled when `family` is `joint_venture`. - ventureEntity: string Name of the joint venture entity as written, e.g. `NeoVolta Power, LLC`. - purpose: string Purpose or business of the venture as written. - ownership: array of objects Ownership of each member as the text states it. It is not calculated from unit counts. - member: string Name of the member as written, e.g. `NeoVolta Inc.`. - ownershipPct: number Ownership or voting interest in percent as stated, e.g. `63.5`. - interestText: string Interest held as written, e.g. `60 Class A Membership Interests`. - capitalContributions: string Capital contributions and commitments of each member as written. - governance: string Composition of the board or the managers, appointment rights, and approval and consent rights as written. - transferAndExitRights: string Transfer restrictions, lock-ups, rights of first offer or first refusal, tag-along, drag-along, put and call rights as written. - distributions: string Distribution and allocation policy as written. - registrantControl: boolean Is `true` when the text says that the filer group controls the venture, e.g. it appoints a majority of the board or managers. Is `false` when the text says that another member controls it. - royaltyFinancing: object Terms of funding, in cash or as surrendered securities, that is repaid by a royalty or a share of revenues. Filled when `family` is `royalty_financing`. - registrantRole: string `royalty_payor`: the filer pays the royalty or revenue share in exchange for funding. `royalty_recipient`: the filer gives the funding and receives the payments. Possible values: `royalty_payor`, `royalty_recipient`, `other`, `not_stated`. - fundingAmount: object Upfront funding or purchase price as stated, e.g. `$120,000,000`. Is `null` when the funding is not a stated amount. - 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. - fundingForm: string Form of the funding as the text states it. `securities_surrendered` applies when holders give up warrants, notes or shares. Possible values: `cash`, `securities_surrendered`, `other`, `not_stated`. - royaltyRatePct: number Single or initial royalty or revenue-share rate in percent as stated, e.g. `5`. Tiers are in `royaltyTerms`. - revenueBase: string Products, revenues and territory on which the royalty is calculated, as written. - royaltyTerms: string Tiers, caps, step-downs, payment timing and duration as written. - evidence: object Two to five short quotes from the filing text that support key values. Each key is the path of a field, e.g. `agreements[0].mna.pricePerShare`, and each value is the quote. - codingNotes: string Remarks on the extraction, e.g. decisions on unclear text, conflicts between sources, and facts that the fields cannot hold. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "schemaVersion": "1.0", "filing": { "accessionNo": "0001193125-26-388064", "cik": "900075", "ticker": "CPRT", "tradingSymbols": [ "CPRT" ], "tickerNote": null, "companyName": "COPART INC", "coRegistrants": [], "formType": "8-K", "filedAt": "2026-09-10T17:17:57-04:00", "periodOfReport": "2026-09-10", "periodOfReportMetadata": null, "sic": "5500", "otherItems": [ "7.01", "9.01" ], "url": "https://www.sec.gov/Archives/edgar/data/900075/000119312526388064/d138322d8k.htm" }, "disclosure": { "filingRole": "initial", "chainKey": "900075-2026-09-10", "chainKeyBasis": "this_filing", "isDeltaUpdate": false, "priorDisclosures": [], "textSource": "item_body", "agreementCount": 2, "linkedEvents": null, "otherExhibitsReferenced": [], "amendmentDescription": null }, "crossReferencedItems": [], "agreements": [ { "agreementRef": "a1", "title": "Agreement and Plan of Merger", "agreementType": "merger_agreement", "agreementTypeOther": null, "otherValues": {}, "family": "mna", "isPrimary": true, "relatedToAgreementRef": null, "chainKey": "900075-2026-09-10", "chainKeyBasis": "this_filing", "action": "new", "executionStatus": "executed", "amendmentNumber": null, "amendedAgreement": null, "amendmentChanges": [], "replacedAgreement": null, "agreementDate": "2026-09-10", "agreementDatePrecision": "day", "effectiveDate": null, "effectiveDatePrecision": "not_stated", "parties": [ { "name": "ACV Auctions Inc.", "roles": [ "target" ], "isRegistrantGroup": false, "relationshipToRegistrant": "not_stated", "relationshipText": null, "governmentEntity": "not_stated" }, { "name": "Copart, Inc.", "roles": [ "acquirer_parent" ], "isRegistrantGroup": true, "relationshipToRegistrant": "self", "relationshipText": null, "governmentEntity": "not_stated" }, { "name": "Apple Merger Sub, Inc.", "roles": [ "merger_sub" ], "isRegistrantGroup": true, "relationshipToRegistrant": "subsidiary", "relationshipText": "a wholly owned subsidiary of Parent", "governmentEntity": "not_stated" } ], "relatedParty": { "involvesInsider": null, "labelledRelatedParty": null, "description": null, "disinterestedApproval": null, "approvingBody": null }, "headlineAmount": { "usd": 10.5, "amount": 10.5, "currency": "USD", "original": "$10.50 per share", "isApproximate": null }, "headlineAmountBasis": "price_per_share", "term": null, "termination": { "rights": [ "superior_proposal", "legal_restraint", "outside_date" ], "outsideDate": null, "outsideDatePrecision": "not_stated", "terminationFee": { "usd": 57700000, "amount": 57700000, "currency": "USD", "original": "$57,700,000", "isApproximate": null }, "reverseTerminationFee": { "usd": 115300000, "amount": 115300000, "currency": "USD", "original": "$115,300,000", "isApproximate": null }, "otherTerminationPayments": null, "terminationText": "ACV pays $57,700,000 on termination to accept a Superior Proposal; Parent pays $115,300,000 on termination following an HSR Act or Competition Law injunction or failure of the HSR or Injunction Condition by the End Date" }, "closing": { "status": "signed_pending_closing", "closingDate": null, "closingDatePrecision": "not_stated", "expectedClosing": null, "conditions": [ "minimum_tender", "hsr_antitrust", "no_legal_restraint" ], "financingCondition": false }, "useOfProceeds": null, "exhibit": { "number": "2.1", "status": "filed_herewith", "periodicReportForm": null, "redacted": null }, "mna": { "structure": "reverse_triangular_merger", "registrantSide": "acquirer", "subjectDescription": "all outstanding shares of common stock of ACV Auctions Inc.", "acquirerDescription": "Copart, Inc. through Apple Merger Sub, Inc.", "pricePerShare": { "usd": 10.5, "amount": 10.5, "currency": "USD", "original": "$10.50 per share", "isApproximate": null }, "totalValue": null, "formOfConsideration": [ "cash" ], "considerationComponents": [], "boardRecommendation": null, "noShop": true, "fiduciaryOut": true, "matchingRights": null, "matchingRightDays": null, "appraisalRights": true, "specificPerformance": null, "equityAwardTreatment": "vested in-the-money options cashed out at Offer Price less exercise price, out-of-the-money vested options cancelled; unvested options convert into Parent options by the Exchange Ratio; RSUs of non-employee directors and former service providers vest and are cashed out; other RSUs and PSUs (greater of target and actual performance) convert into Parent RSUs by the Exchange Ratio; ESPP terminates", "financing": null, "deposit": null, "purchasePriceAdjustments": null, "indemnification": null, "enforcementExpenseCap": null, "stockholderVoteBasis": null, "exchangeRatio": null, "tenderOffer": { "section251hMerger": true, "minimumCondition": "shares validly tendered and not withdrawn that, together with shares owned by Parent and Merger Sub, represent at least one share more than 50% of ACV Stock outstanding at expiration", "offerTerms": "commence within 5 business days after the Merger Agreement date if practicable and no later than 7 business days; open for a minimum of 10 business days" }, "postClosingGovernance": null }, "assetSale": null, "credit": null, "debtSecurities": null, "equityOffering": null, "licenseCollaboration": null, "commercial": null, "lease": null, "settlement": null, "employmentServices": null, "securitization": null, "securitiesModification": null, "governanceInstrument": null, "guaranteeJoinder": null, "otherAgreement": null, "jointVenture": null, "royaltyFinancing": null }, { "agreementRef": "a2", "title": "Support Agreement", "agreementType": "support_agreement", "agreementTypeOther": null, "otherValues": { "termination.rights": "termination of the Merger Agreement, the Effective Time, adverse modifications to the Offer" }, "family": "mna", "isPrimary": false, "relatedToAgreementRef": "a1", "chainKey": "900075-2026-09-10", "chainKeyBasis": "this_filing", "action": "new", "executionStatus": "executed", "amendmentNumber": null, "amendedAgreement": null, "amendmentChanges": [], "replacedAgreement": null, "agreementDate": "2026-09-10", "agreementDatePrecision": "day", "effectiveDate": null, "effectiveDatePrecision": "not_stated", "parties": [ { "name": "unnamed (Support Stockholders, certain holders of ACV Stock)", "roles": [ "security_holder" ], "isRegistrantGroup": false, "relationshipToRegistrant": "not_stated", "relationshipText": null, "governmentEntity": "not_stated" }, { "name": "Copart, Inc.", "roles": [ "acquirer_parent" ], "isRegistrantGroup": true, "relationshipToRegistrant": "self", "relationshipText": null, "governmentEntity": "not_stated" } ], "relatedParty": { "involvesInsider": null, "labelledRelatedParty": null, "description": null, "disinterestedApproval": null, "approvingBody": null }, "headlineAmount": null, "headlineAmountBasis": "none_stated", "term": null, "termination": { "rights": [ "other", "board_recommendation_change", "mutual_consent" ], "outsideDate": null, "outsideDatePrecision": "not_stated", "terminationFee": null, "reverseTerminationFee": null, "otherTerminationPayments": null, "terminationText": "terminates upon the earliest of termination of the Merger Agreement, the Effective Time, adverse modifications to the Offer, ACV's board changing its recommendation, or mutual written consent" }, "closing": null, "useOfProceeds": null, "exhibit": { "number": "10.1", "status": "filed_herewith", "periodicReportForm": null, "redacted": null }, "mna": null, "assetSale": null, "credit": null, "debtSecurities": null, "equityOffering": null, "licenseCollaboration": null, "commercial": null, "lease": null, "settlement": null, "employmentServices": null, "securitization": null, "securitiesModification": null, "governanceInstrument": null, "guaranteeJoinder": null, "otherAgreement": null, "jointVenture": null, "royaltyFinancing": null } ], "evidence": { "agreements[0].mna.pricePerShare": "for $10.50 per share, net to the seller in cash", "agreements[0].termination.terminationFee": "ACV will pay Parent a termination fee of $57,700,000", "agreements[0].termination.reverseTerminationFee": "will be required to pay ACV a termination fee of $115,300,000", "agreements[0].mna.tenderOffer": "pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals", "agreements[1].parties": "The Support Stockholders beneficially owned approximately 4.1% of outstanding ACV Stock as of September 8, 2026." }, "codingNotes": "Acquirer filing (Copart is 'Parent'); the Item 1.01 text is written from the target's side ('ACV ... entered into'). v1.0 target-side rule: noShop and fiduciaryOut true (the no-shop and fiduciary out bind ACV); fees by payer role: terminationFee $57.7 million (ACV pays Parent), reverseTerminationFee $115.3 million (Parent pays ACV). boardRecommendation null: the text states no recommendation by Copart's board. 'Other customary conditions set forth in Annex I' not coded as a condition. Support Agreement dated with the Merger Agreement ('Concurrently with the entry into the Merger Agreement', v1.0 rule). The Exchange Ratio for converted awards is not stated as a number. Extractor appended the heading 'Section 7 - Regulation FD'; Item 7.01 not read (does not describe the agreement). Re-checked field by field against raw/ for docs_examples.json (v1.0)." } ] } ```