Material Agreement Announcements 2027: Item 1.01 Explained

An Item 1.01 material agreement 8-K announcement tells investors a company has entered a material definitive agreement outside its ordinary course. The filing must give the date, the parties, any material relationship with them and a brief description of the material terms, generally within four business days. This guide decodes the item, compares it with Items 7.01 and 8.01, and walks through a real May 2026 filing.

Updated: November 9, 2026

Contents

• Item 1.01 requirements

• Real filing example

• 1.01 vs 7.01 vs 8.01

• What companies hold back

• The four-day clock

• Release and 8-K pairing

• IR team checklist

• Frequently asked questions

What does Item 1.01 require a company to disclose?

Item 1.01 covers a material definitive agreement that was not made in the ordinary course of business, or a material amendment to one. Under the SEC Form 8-K text, the filing must state the date the agreement was entered into or amended and the identity of the parties. It must also briefly describe any material relationship between the company or its affiliates and any party, other than the agreement itself, and the terms and conditions that are material to the company.

The form defines a material definitive agreement as one that creates obligations material to and enforceable against the company, or rights material to the company and enforceable by it, whether or not subject to conditions. That last phrase matters, because a signed agreement with closing conditions can still be reportable. Other common 8-K items follow different logic. Executive changes are reported under Item 5.02, which Virgo covers in its guide to executive departure announcements, and earnings releases are reported under Item 2.02, covered in the earnings release Form 8-K guide.

What does a real Item 1.01 filing look like?

Sidus Space's 8-K for May 27, 2026 is a clean example, and you can read it in full in the Sidus Space 8-K on EDGAR. It pairs Item 1.01 with Item 8.01 and Item 9.01. The company entered a placement agency agreement with ThinkEquity LLC for a best efforts offering, and the filing explains the deal in a few short paragraphs.

Disclosure elementWhat the Sidus Space 8-K said

Date and partiesMay 27, 2026; Sidus Space and ThinkEquity LLC as placement agent StructureBest efforts offering sold directly to investors under an effective Form S-3 (File No. 333-292839, filed January 20, 2026, effective February 4, 2026) Securities16,485,038 Class A shares at $5.08 each, plus pre-funded warrants for up to 3,200,001 shares at a $0.001 exercise price and a $5.0799 purchase price ClosingExpected May 29, 2026, subject to customary closing conditions ProceedsAbout $100 million gross, for working capital and general corporate purposes Agent compensation6.5% cash fee, expense reimbursement up to $125,000, and placement agent warrants for 984,252 shares at $6.35 with a five-year term Exhibits1.1 agreement, 4.1 and 4.2 warrant forms, 5.1 legal opinion, 23.1 consent, 99.1 press release

The filing was signed May 28, 2026, one day after the agreement date. It describes the terms in plain language and says the descriptions are qualified by the full text of the exhibits. At the stated prices, the shares and pre-funded warrants come to roughly $100 million, consistent with the stated gross proceeds. That check is our own arithmetic, not a statement in the filing. The filing as read does not describe any other relationship between Sidus Space and the placement agent.

How do Items 1.01, 7.01 and 8.01 differ?

The three items often appear in the same 8-K, which is why companies and readers confuse them. The table follows the SEC's Form 8-K text.

ItemWhat it coversRequired?Filed or furnishedExample

1.01Material definitive agreements outside the ordinary course, and material amendmentsYes, when triggeredFiledSidus Space, May 27, 2026 7.01Information the company elects to disclose under Regulation FDNo, optionalFurnished, not filed, under General Instruction B.2 unless the company states otherwiseElauwit furnished its restatement release under 7.01 8.01Events not called for elsewhere that the company deems important to security holders; may also carry Regulation FD informationNo, optionalNot named in General Instruction B.2Sidus Space used 8.01 for its pricing release

Two details deserve care. General Instruction B.2 names Items 2.02 and 7.01 for furnished treatment, and Item 8.01 is not named, yet the Sidus 8-K describes its Exhibit 99.1 under Item 8.01 as furnished. Counsel should confirm how a company's chosen wording applies. The form also says a report under Item 7.01 or 8.01 is not an admission of materiality for information required solely by Regulation FD. For a 7.01 example, see the Elauwit case in the Virgo guide to restatement announcements.

What can companies hold back from an Item 1.01 8-K?

The form gives companies several limits on what has to appear in the 8-K itself. In summary:

• The agreement itself. General Instruction B.4 says copies of agreements are not required as exhibits unless the item specifically requires it. The agreement must still be filed elsewhere, such as with periodic reports under Item 601 of Regulation S-K. Sidus Space attached its agreement anyway.

• Schedules and attachments. Instruction 4 says schedules need not be filed unless they contain information material to an investment or voting decision that is not otherwise disclosed. The exhibit must list what was omitted, and the SEC can ask for a copy.

• Personal privacy details. Instruction 5 allows redaction of items such as bank account numbers and home addresses.

• Confidential, immaterial terms. Instruction 6 allows redaction of specific terms the company treats as private and that are not material, with marking and bracket requirements. Staff may request the unredacted copy and can require an amendment.

• Ordinary-course agreements. These fall outside the item, although Instruction 1 treats certain subject matters as outside the ordinary course even when they are typical for the business.

What counts as material is a judgment for management and counsel. This page does not offer a view on any particular agreement.

How does the four-business-day clock work for Item 1.01?

General Instruction B.1 says that, unless an item specifies otherwise, a report is due within four business days after the event occurs. If the event falls on a weekend or a day the SEC is closed, the count starts on the next business day. For Item 1.01 the event is the entry into the agreement, and because the definition covers obligations whether or not subject to conditions, the clock can start at signing rather than at closing.

Apply that to the example. The Sidus Space agreement is dated Wednesday, May 27, 2026, and the 8-K was signed Thursday, May 28. By our count, four business days from May 27 ran to Tuesday, June 2, 2026, so the company filed well inside the window. Treat that as editorial arithmetic and confirm any deadline with counsel. Companies using Item 7.01 or 8.01 only to satisfy Regulation FD follow the deadline in Rule 100(a) of that regulation instead.

How do the press release and the 8-K pair up?

In the Sidus Space filing, the 8-K carried the substantive disclosure under Item 1.01 and furnished the pricing press release as Exhibit 99.1 under Item 8.01. We did not compare the release text with the 8-K, so this page makes no claim about differences between them.

The form's General Instruction F allows information to be incorporated by reference to a press release published within the filing period, provided copies are filed as an exhibit to the report. Editorially, the safest pattern is to treat the 8-K as the source of truth for the material terms and let the release summarize them in the same numbers and wording. Any difference in amounts, parties or conditions between the two documents is the first thing readers will notice.

What should an IR team check before filing an Item 1.01 8-K?

• Confirm with counsel that the agreement is definitive, material and outside the ordinary course.

• Record the date of entry or amendment, since the four-business-day clock is tied to it.

• Name every party and check whether any material relationship with the company or its affiliates needs a brief description.

• Describe only the terms that are material, and state that the summary is qualified by the full agreement if it is attached or filed later.

• Decide what to exhibit now and what to file with the next periodic report, and list any omitted schedules.

• Review any redactions against Instructions 5 and 6, and keep the materiality and confidentiality analysis ready.

• Choose the item for the press release, 7.01 or 8.01, and confirm with counsel whether it is furnished or filed.

• Reconcile the release with the 8-K line by line, including amounts, dates and conditions.

• Check any effective registration statement the 8-K may be incorporated into, and plan for the closing or termination follow-up.

Teams that want a refresher on investor communications can start at the investor relations hub.

Frequently asked questions

What is Item 1.01 of Form 8-K?

Item 1.01 is the entry into a material definitive agreement item. It applies to material agreements not made in the ordinary course, and to material amendments, and asks for the date, parties, any material relationship and the material terms.

Does a closing condition stop an agreement from being definitive?

Not by itself. The form defines a material definitive agreement by enforceable obligations or rights, whether or not subject to conditions. Confirm the analysis with counsel for the specific agreement.

Must the agreement be attached to the 8-K?

No. General Instruction B.4 says exhibits are not required unless the item calls for them, though the agreement must be filed in another required filing. Sidus Space attached its placement agency agreement as Exhibit 1.1.

What is the difference between Item 7.01 and Item 8.01?

Item 7.01 is for information a company elects to disclose under Regulation FD and is furnished, not filed, under General Instruction B.2. Item 8.01 is for other events a company deems important to security holders and may also carry Regulation FD information.

When is an Item 1.01 8-K due?

Generally within four business days after the event, which is the entry into the agreement. Weekends and SEC holidays push the start of the count to the next business day.

Does Item 1.01 require a press release?

No. The item calls for disclosure in the 8-K itself. Many companies furnish a release alongside it, as Sidus Space did with Exhibit 99.1.

Editorial disclosure and research notes

Sourcing. The rules summarized here come from the SEC's published Form 8-K text. The worked example comes from the Sidus Space 8-K of May 27, 2026 on SEC EDGAR, and the Elauwit Item 7.01 reference comes from its February 2026 8-K on EDGAR. Dates, amounts and wording are taken from those documents. We did not read the Sidus Space press release.

Editorial judgment. The deadline arithmetic, the proceeds check, the pairing advice and the checklist are Virgo's own judgment, not statements from the companies or the SEC. Virgo PR publishes this page and provides communications services, so read the judgments as one agency's view. Offering terms are reported only as stated in the filing, and no other stock price or return claims are made.

Not legal advice. This page is general information and is not legal advice. Disclosure decisions should be made with securities counsel.