Overview

Form 8-K is the SEC “current report” that public companies file whenever a material event occurs — from entering a new credit facility or completing an acquisition, to announcing earnings, replacing an auditor, or reporting a bankruptcy. Companies file many 8-Ks per year, each under tight deadlines (generally 4 business days), with strict rules about which item types to include and what to disclose. This skill handles the entire process: identifying which items a corporate event triggers, drafting structured disclosures with the correct legal language, planning exhibits, and validating the result for completeness before filing.

What It Covers

• All item types (1.01–9.01) — Material agreements, earnings releases, acquisitions, restructuring, officer changes, charter amendments, auditor changes, shareholder votes, Regulation FD, bankruptcy, and more
• Multi-item mapping — Automatically identifies when one event triggers multiple items (e.g. a replacement credit facility requires Items 1.01 + 1.02 + 2.03 + 9.01)
• Furnished vs. filed distinction — Ensures Items 2.02 and 7.01 include the legally required “furnished, not filed” disclaimers
• Standard legal language — Boilerplate for signature blocks, “qualified in its entirety” closings, schedule omission footnotes, forward-looking statements, and cross-referencing between items
• Exhibit planning — Checklists for each item type with correct exhibit numbering conventions (2.x for acquisitions, 10.x for contracts, 16.1 for auditor letters, 99.x for press releases)
• Validation tool — Checks drafts for missing cover page fields, required disclosures, unfilled placeholders, missing cluster items, and common compliance pitfalls

Example Conversation

You: We just entered into a new $500 million revolving credit facility with JPMorgan as administrative agent. It replaces our existing $350 million facility from 2021 with Bank of America. Can you draft the 8-K?

Agent: This event triggers multiple items. Let me map them:

• Item 1.01 — Entry into a Material Definitive Agreement (the new credit facility — this is the anchor item)
• Item 1.02 — Termination of a Material Definitive Agreement (the 2021 BofA facility)
• Item 2.03 — Creation of a Direct Financial Obligation (the debt obligation under the new facility)
• Item 9.01 — Financial Statements and Exhibits

I’ll need a few details to draft the cover page and Item 1.01 disclosure. What is your company’s legal name, state of incorporation, Commission File Number, IRS EIN, and address? Also, for the new facility: maturity date, interest rate terms, financial covenants, and any expansion provisions?

You: Meridian Industries, Inc. Delaware, File No. 001-38921, EIN 84-2937561. Address is 200 Commerce Drive, Austin, TX 78701. The new facility matures June 2030, bears interest at Term SOFR plus 1.50%, has a leverage ratio covenant of 3.50 to 1, and an accordion feature for up to $200 million additional commitments. It’s unsecured.

Agent: I’ve created the draft at output/form-8k-credit-facility.md with the full cover page and all four items. Here’s what I drafted:

• Item 1.01: Full narrative with all material terms — $500M unsecured revolving facility, JPMorgan as admin agent, June 2030 maturity, Term SOFR + 1.50%, leverage covenant, accordion feature, related party disclosure, and the “qualified in its entirety” closing referencing Exhibit 10.1.
• Item 1.02: Identifies the terminated 2021 Bank of America facility and cross-references Item 1.01.
• Item 2.03: Single-sentence cross-reference incorporating Item 1.01 by reference.
• Item 9.01: Exhibit list with 10.1 (Credit Agreement) and 104 (iXBRL cover page), plus the Reg S-K 601(a)(5) schedule omission footnote.

The signature block uses your CFO as signatory. Let me now validate the draft.

Agent: Running validate_8k_filing on output/form-8k-credit-facility.md…

0 errors | 0 warnings | 1 info

Items detected: 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 2.03 (Creation of a Direct Financial Obligation), 9.01 (Financial Statements and Exhibits).

The draft passes all checks — cover page is complete, all cluster items are present, the “qualified in its entirety” closing is included, and the signature block has the required preamble. Ready for legal review and exhibit attachment.

Sample Output Excerpt

Below is a representative excerpt from a Form 8-K draft for a replacement credit facility (Items 1.01, 1.02, 2.03, 9.01).

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2025

MERIDIAN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

200 Commerce Drive, Austin, Texas 78701

(Address of principal executive offices, including zip code)

(512) 555-0100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 1.01 Entry into a Material Definitive Agreement

On June 15, 2025 (the “Closing Date”), Meridian Industries, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and swing line lender, and the lenders from time to time party thereto (collectively, the “Lenders”), providing for a $500,000,000 unsecured revolving credit facility (the “Facility”).

The Facility matures on June 15, 2030. Borrowings under the Facility bear interest, at the Company’s election, at either (i) Term SOFR plus an applicable margin of 1.50% per annum or (ii) the Base Rate plus an applicable margin of 0.50% per annum.

The Credit Agreement contains a financial covenant requiring the Company to maintain a consolidated total leverage ratio of not greater than 3.50 to 1.00 as of the last day of each fiscal quarter. The Credit Agreement also includes an accordion feature permitting the Company to request up to $200,000,000 in additional revolving commitments, subject to lender approval and customary conditions.

The Credit Agreement contains customary events of default, including payment defaults, covenant defaults, cross-defaults to material indebtedness, bankruptcy and insolvency events, change of control, and material judgments. Certain of the Lenders and their affiliates have provided, and may in the future provide, various financial advisory, investment banking, lending, and other services to the Company in the ordinary course of business.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On the Closing Date, in connection with the Company’s entry into the Credit Agreement described in Item 1.01 above, the Company terminated the Credit Agreement, dated as of September 20, 2021, by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Prior Credit Agreement”). The disclosure required by this Item 1.02 regarding the termination of the Prior Credit Agreement is included in Item 1.01 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

The information set forth under “Item 1.01 — Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERIDIAN INDUSTRIES, INC.

Date: June 17, 2025          By: /s/ David Chen                                        David Chen                                        Executive Vice President and Chief Financial Officer

Extension Tools

The skill includes one extension tool that validates drafted 8-K filings for structural completeness and compliance.

validate_8k_filing scans a drafted Form 8-K and checks for errors, warnings, and informational findings across five categories:

Cover page completeness — Checks for all 12 required fields: SEC header, Form 8-K designation, Exchange Act reference, Date of Report, registrant name, Commission File Number, IRS EIN, principal executive offices address, telephone number, filing obligation checkboxes, Section 12(b) securities table, and emerging growth company indicator. Also flags unfilled placeholders in the cover page.

Item-specific disclosures — For each detected item, verifies the required disclosures are present:

Cluster item detection — Checks whether commonly co-occurring items are present. For example, if Item 1.01 is detected, it warns if Items 1.02 or 2.03 are missing (since material agreements often involve terminating a prior agreement and creating a financial obligation). Covers 10 cluster patterns including the bankruptcy cascade (Item 1.03 triggering up to 6 companion items).

Signature block — Verifies the SIGNATURE(S) heading, the Securities Exchange Act preamble, and the /s/ signature line are present.

Exhibits and general checks — Verifies Item 9.01 is included when other items require exhibits, checks for Exhibit 104 (iXBRL cover page), and scans for unfilled bracket placeholders throughout the document.

Getting Started

Add any supporting materials to the project workspace — term sheets, board resolutions, press releases, or prior filings for reference — then activate the SEC Form 8-K (Current Report) skill. The agent will ask what event occurred, map it to the correct items, and guide you through drafting, exhibit planning, and validation step by step.