Semper - I am not an expert in that area here for everyone’s information is what Gemini says
Under SEC rules, the disclosure of contingent or future receipts of funds is governed primarily by Item 303 of Regulation S-K (Management’s Discussion and Analysis or MD&A) and the "Probability-Magnitude" test established by the Supreme Court.
There is no "fixed" dollar amount that triggers disclosure; rather, the SEC uses a principles-based approach to determine if the receipt is "material."
1. The MD&A Two-Step Test
For "known uncertainties" or contingent future events, the SEC’s 1989 Interpretive Release provides a specific two-step analysis to determine if disclosure is required under Item 303:
• Step 1: Is it likely to occur? Management must determine if the known event or uncertainty (e.g., a pending legal settlement or a certain future payout) is reasonably likely to come to fruition. If management determines it is not reasonably likely, no disclosure is required.
• Step 2: If it does occur, will it be material? If management cannot determine the likelihood, they must assume the event will occur and evaluate the consequences. Disclosure is required unless management can determine that a material effect on the company’s financial condition or results of operations is not reasonably likely to occur.
2. The Probability-Magnitude Test
In the context of general antifraud provisions (Rule 10b-5), the standard comes from Basic Inc. v. Levinson. For contingent events, materiality depends on a balancing of two factors:
1. Probability: The likelihood that the event will occur.
2. Magnitude: The anticipated intensity of the event in light of the totality of the company's activity.
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