Material Event
Also known as: materiality · material information
DEFINITION
The Supreme Court's 1976 TSC v. Northway decision defined material information as that which a reasonable investor would consider important in deciding to buy, hold, or sell a security. Materiality is the legal threshold that triggers SEC disclosure obligations — an 8-K under various Items, an amendment to a prior filing, or a disclosure obligation under Regulation FD. Materiality is judged from the perspective of a hypothetical reasonable investor, not the company's preference.
WHY IT MATTERS FOR RETAIL INVESTORS
Companies routinely under-disclose by claiming events are 'not material.' The SEC's enforcement record shows cybersecurity breaches, executive misconduct, and customer losses are often retroactively deemed material after the fact. When you see a delayed 8-K or a tucked-away disclosure in a 10-Q footnote, ask whether materiality was being slow-walked.
OFFICIAL SEC SOURCE
https://www.sec.gov/info/accountants/staffsabcodificationtopic1m.htm ↗RELATED TERMS
See Material Event in a real filing
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