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Is Your Cyber Incident Material Under SEC Rules?

A structured SEC Item 1.05 materiality assessment with weighted quantitative and qualitative scoring, uncertainty handling, and Form 8-K filing guidance.

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Average completion time: 10-15 minutes

Why Use Our Materiality Calculator?

A defensible, documented materiality analysis instead of a gut call

SEC Item 1.05 Aligned

Built around the SEC cybersecurity disclosure rules (17 CFR §229.106) and the TSC v. Northway reasonable-investor standard.

Weighted Scoring Model

Quantitative factors (60%) and qualitative factors (40%) combine into a defensible 0-100 materiality score.

4-Business-Day Clock

Clear guidance on when the Form 8-K filing deadline starts and what triggers the materiality determination.

Financial Impact Analysis

Direct and indirect costs measured against revenue, market cap, and EPS impact thresholds.

Uncertainty Handling

Ongoing-investigation factors adjust confidence and flag when to seek legal counsel.

Pre-Incident Planning Mode

Build your materiality framework before an incident so your team is not deciding under fire.

Privacy-First

The entire assessment runs in your browser. No incident data ever touches our servers.

No Account Required

Start immediately. No login, no email capture, completely free.

What's Included in Your Assessment

Everything you need to document the materiality decision

Materiality determination across 5 levels (clearly material to clearly not material)

Weighted aggregate score with full calculation breakdown

Quantitative analysis: direct costs, indirect costs, data impact, regulatory exposure

Qualitative analysis: operational, reputational, legal, and strategic factors

Historical incident pattern recognition

Recommended action with confidence level and reasoning

8-K filing deadline guidance when material

Printable assessment record for your files

How It Works

6 steps to a documented materiality determination

Company Context

Enter market cap, revenue, industry, and regulatory profile to calibrate materiality thresholds.

Incident Overview

Describe the incident, affected systems, and containment status (skipped in planning mode).

Quantitative Factors

Capture direct and indirect costs, records compromised, and regulatory notification exposure.

Qualitative Factors

Assess operational disruption, reputational risk, legal exposure, and strategic impact.

Patterns & Uncertainty

Factor in related incidents and what is still unknown in the investigation.

Determination

Get your scored materiality determination, reasoning, next steps, and filing guidance.

Perfect For

From live incident triage to board-ready planning

Active Incident Triage

Structure the materiality conversation while the incident is unfolding and the clock may be running.

Pre-Incident Frameworks

Agree on thresholds with legal and the board before you need them.

Disclosure Committee Prep

Bring a structured, documented analysis to your disclosure committee meeting.

Tabletop Exercises

Practice the materiality decision under pressure in incident response simulations.

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Incident data stays in your browser

Fast & Structured

Documented determination in minutes

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This tool provides a structured framework for materiality analysis and is not legal advice. Materiality determinations should always be made in consultation with securities counsel.