---
title: "List related-person transactions above the Item 404 threshold"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/map-listing-rule-issues-related-party-escrow-and-change-of-activities/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-T1-R9-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List related-person transactions above the Item 404 threshold

> From the file, list each transaction since the beginning of the registrant's last fiscal year, or currently proposed, in which the registrant was or is to be a participant, the amount involved, and any director,…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/map-listing-rule-issues-related-party-escrow-and-change-of-activities/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | From the file, list each transaction since the beginning of the registrant's last fiscal year, or currently proposed, in which the registrant was or is to be a participant, the amount involved, and any director, executive officer, nominee, or immediate family member the file connects to it. Do not decide that an interest is material, and do not prepare an escrow deed or a change-of-activities notice. |
| What the lawyer must review | You write any disclosure that will be filed. Item 404(a) of Regulation S-K (17 CFR § 229.404(a)) requires a description of any transaction, since the beginning of the registrant's last fiscal year, or any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. The disclosure includes the related person's name and the basis of that status, the person's interest, the approximate dollar value of the amount involved, the approximate dollar value of the related person's interest computed without regard to profit or loss, and, for indebtedness, the largest aggregate principal outstanding during the period, the amount outstanding as of the latest practicable date, principal and interest paid, and the rate or amount of interest payable. Instruction 1.a treats as a related person a director or executive officer at any time during the period, a nominee for director when the disclosure is in a proxy or information statement for that nominee's election, and an immediate family member of such a person. Immediate family member means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person other than a tenant or employee sharing the household. Instruction 1.b adds a security holder covered by Item 403(a), and an immediate family member of that holder, when the transaction occurred or existed. Item 403(a) was not opened. Do not decide who that security holder is. Instruction 5's employment-compensation exclusion depends on Item 402, which was not opened. Do not drop a transaction on that ground. Item 404 does not state an escrow deed or a change-of-activities approval. Rule 14a-3 requires specified proxy materials before a solicitation. It does not supply those missing listing-rule steps. |
| Written for | United States |
| Applies to | [Map listing-rule issues: related-party, escrow and change of activities](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/map-listing-rule-issues-related-party-escrow-and-change-of-activities.md) |

## Checking plan

- What the AI does: From the file, list each transaction since the beginning of the registrant's last fiscal year, or currently proposed, in which the registrant was or is to be a participant, the amount involved, and any director, executive officer, nominee, or immediate family member the file connects to it. Do not decide that an interest is material, and do not prepare an escrow deed or a change-of-activities notice.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Item 403(a) and Item 402 were not opened. Do not apply the security-holder category or the employment-compensation exclusion.
- The $120,000 figure is the amount involved in the transaction, not the related person's profit.
- Escrow deeds and change-of-activities approvals are not in the opened text of Item 404 or Rule 14a-3.

## Sources

- [17 CFR § 229.404, Item 404, transactions with related persons](https://www.law.cornell.edu/cfr/text/17/229.404) (checked 2026-10-22)
- [17 CFR § 240.14a-3, information to be furnished to security holders](https://www.law.cornell.edu/cfr/text/17/240.14a-3) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*