Reg S-K Item 404 (including the smaller-reporting-company 404(d) lesser-of threshold) plus the ASC 850 financial-statement overlay — screened transaction by transaction, in your browser. Thresholds encode the current eCFR text of 17 CFR 229.404.
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For loans/guarantees, enter the LARGEST aggregate principal outstanding at any time during the period PLUS interest payable — not the year-end balance.
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Related-party disclosure failures are among the most common findings in SEC comment letters and restatements because two separate frameworks apply at once and each has its own trigger. Regulation S-K Item 404(a) governs the proxy statement and Form 10-K Part III: disclosure is required when the amount involved in a transaction since the beginning of the last fiscal year exceeds $120,000 and a related person has a direct or indirect material interest. "Related person" reaches further than most intake questionnaires do — directors, nominees, executive officers, holders of more than 5% of a voting class, and the immediate family members of each.
Smaller reporting companies get a different — and often stricter — test. Item 404(d) sets the threshold at the lesser of $120,000 or 1% of the average of total assets at year end for the last two completed fiscal years. For a micro-cap with $8 million of average assets, that is an $80,000 trigger, below the number most teams have memorized. Measurement rules matter too: for indebtedness, the amount involved is the largest aggregate principal outstanding at any time during the period plus interest payable, not the balance that happens to remain at year end. Instruction-level exceptions — Item 402 compensation, competitive-bid rates, certain banking services, pro-rata shareholder benefits — remove some transactions, but each exception has precise conditions.
Running parallel to all of this, ASC 850 requires material related-party transactions to be disclosed in the financial statements themselves, with no dollar threshold at all. A transaction can be exempt from Item 404 and still demand a footnote.
This assessor walks each transaction through both screens — the correct 404(a) or 404(d) threshold, related-person status, measurement, exceptions, and the ASC 850 overlay — and severity-rates the gaps. It computes entirely in your browser, and the thresholds encode the current eCFR text of 17 CFR 229.404.
Regulation S-K Item 404(a) requires disclosure of transactions where the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. Smaller reporting companies use Item 404(d): the LESSER of $120,000 or 1% of the average of total assets at year end for the last two completed fiscal years.
Directors, director nominees, executive officers, beneficial owners of more than 5% of a class of voting securities (per Item 403(a)), and immediate family members of each of those persons — per the Instructions to Item 404(a).
For indebtedness, the amount involved is the largest aggregate amount of principal outstanding at any time during the period, plus all interest payable — not the year-end balance.
Yes. Compensation reported under Item 402, rates or charges set by competitive bids or fixed by law, certain bank depositary/transfer agent/trustee services, and interests arising solely from pro-rata ownership of a class of equity securities are among the instruction-level exceptions.
No. ASC 850 requires disclosure of material related-party transactions in the financial statements regardless of the Item 404 dollar test. The proxy/10-K Item 404 analysis and the ASC 850 footnote analysis are separate screens, and a transaction can fail either one alone.