Spotting the Lender: Finding Deal Terms and Counterparties in SEC Filings

The short version

Every financing a US-listed company signs leaves a paper trail, and the trail almost always names the other side of the deal. The investor, the lender, the placement agent and the key economic terms are disclosed in a predictable set of documents. You do not need a data vendor to find them; you need to know which filing to open and which section to read.

This guide is about locating terms and parties, not judging them. The structures sometimes called toxic financing (variable-price conversion, resets, no floor) are properties of a contract. The same investor can write a plain fixed-price deal with one company and a variable-price note with another, so the useful question is always "what does this agreement say?", never "who is this firm?".

The filing map

An 8-K is due within four business days of the event, so the summary arrives quickly. The exhibits are frequently attached to that same 8-K, but sometimes they are filed later with the next 10-Q, with a sentence saying so.

Reading an 8-K financing announcement

A financing 8-K typically follows this order:

1. Item 1.01 Entry into a Material Definitive Agreement. "On [date], the Company entered into a Securities Purchase Agreement (the 'Purchase Agreement') with [investor]..." The defined term for the investor ("the Investor", "the Holder", "the Purchasers") is what you will search for in the exhibits.
2. The economic summary. Principal, original issue discount, interest rate, maturity, conversion price, warrants and their exercise price.
3. Item 3.02. The exemption relied on, often Section 4(a)(2) or Regulation D, which marks the securities as unregistered. A PIPE usually appears here; a registered direct offering usually does not, because it is sold off a shelf with a 424B5.
4. Item 9.01 Exhibits. The exhibit index. This is where you find the full agreements.

Reading the securities purchase agreement

Open the exhibit numbered 10.1 or 10.2 and go straight to three places:

• The preamble and signature page. The parties, by legal name. Investors often sign through a fund vehicle; the name is still disclosed.
• Article 1, Definitions. This is where the economics hide. Look up "Conversion Price", "VWAP", "Trading Day", "Variable Rate Transaction", "Exempt Issuance" and "Floor Price" before reading anything else.
• Covenants. Restrictions on future financing, participation rights, and most-favored-nation clauses (covered in the lesser-known terms guide).

A definitions section can be long but it is mechanical. For example, an agreement filed as Exhibit 10.2 to an 8-K on 2026-10-06 (accession 0001213900-26-107308) defines its reference price this way:

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Class A Common Stock are then listed or quoted on a Trading Market, the daily volume weighted average price

Once you know how VWAP is defined, a conversion clause referring to "85% of the lowest VWAP" becomes precise: you know which price feed, which session and which fallback apply. The same agreement also includes a "Variable Rate Transaction" provision, a defined term that typically restricts the company from entering other variable-price financings. Its presence tells you the drafting contemplates variable-price structures, though by itself it says nothing about whether this deal is one.

A phrase checklist

Search the exhibit text (Ctrl+F, or full-text search) for these phrases. Each points to a specific economic term.

A worked example of translating terms into numbers

Hypothetical Company X's 8-K says it sold a $1,100,000 note for $1,000,000 in cash (a 10% original issue discount), convertible at the lesser of $0.50 and 80% of the lowest VWAP in the 15 prior trading days, plus 200,000 commitment shares.

• Cost of the money: $100,000 of discount plus the value of 200,000 shares. At a $0.40 stock price, that is $80,000 more, so $180,000 of cost on $1,000,000 received before any interest.
• Shares at the fixed price: $1,100,000 ÷ $0.50 = 2,200,000.
• Shares if the lowest VWAP is $0.25: conversion price = $0.20, so $1,100,000 ÷ $0.20 = 5,500,000.
• Shares if the lowest VWAP is $0.10: conversion price = $0.08, so 13,750,000.

All figures hypothetical. Without a floor, the last line has no lower bound.

Where Signal8 surfaces the counterparty

• A company's Dilution tab (example) includes a Financing Counterparties panel on its Overview section that lists named counterparties and their role in each deal, as transcribed from filings. Where a counterparty field could not be determined from the filings, the panel says so rather than implying there is none. Coverage focuses on small caps.
• The live SEC filings feed shows financing 8-Ks and 424B5s as they arrive.
• The dilution screener compares companies on dilution-related data.

FAQ

Which 8-K item tells me a company sold shares privately?

Item 3.02, Unregistered Sales of Equity Securities. It states what was sold, to whom (sometimes by category rather than name), for how much, and which exemption from registration the company relied on. Item 1.01 often accompanies it to describe the agreement itself, and Item 2.03 appears when the deal creates debt such as a convertible note.

Where do I find the actual contract rather than the summary?

In the exhibits, listed under Item 9.01 of the 8-K. Purchase and loan agreements are usually Exhibit 10.x; forms of notes, warrants and preferred stock designations are usually Exhibit 4.x or 3.x. If the 8-K says an agreement "will be filed" later, it typically appears as an exhibit to the next 10-Q or 10-K.

Is the investor always named?

In the agreement itself, yes: contracts identify their parties. The 8-K summary sometimes refers only to "an institutional investor" or "certain accredited investors". If so, the exhibit signature page, a later resale registration's selling stockholder table, or a 424B5's plan of distribution will normally name the parties.

Does the same investor always use the same terms?

No. Terms are negotiated deal by deal and depend on the company's situation. An investor's presence in one variable-price deal says nothing about the terms of its other deals, which is why the reliable approach is to read each agreement on its own.