Feb. 4 at 2:51 AM
$IREN $AMZN FWIW, I asked AI if IREN and AMZN could’ve agreed on a deal but delayed signing an agreement to coincide with their simultaneous earnings calls. This is what is said:
Yes, it is legal. In fact, it is a very common corporate strategy known as "managing the disclosure."
Under U.S. securities laws (specifically SEC Form 8-K rules), the clock for mandatory reporting typically starts ticking only after a "Material Definitive Agreement" is signed.
Here is how Amazon and IREN could legally navigate this to align the announcement with their earnings calls:
1. The "Pen-to-Paper" Rule
The SEC requires companies to file a Form 8-K within four business days of entering into a material agreement. However, the legal definition of "entering into" generally means the moment the contract is executed (signed by authorized parties).
The Strategy: The legal teams for Amazon and IREN could have negotiated every single detail, drafted the final PDF, and shook hands on the deal two weeks ago. As long as they do not physically sign the document until, say, Wednesday night or Thursday morning, they are under no obligation to disclose it before then.
The Status: Until the signature is applied, the deal is technically considered "under negotiation" or an "agreement in principle," which generally does not trigger an immediate disclosure requirement.
2. The Exception: "Duty to Correct" (Leaks)
The only thing that would force them to disclose the deal before Thursday is if the secret leaked and caused massive volatility in the stock price.
If rumors become specific enough (e.g., a news outlet reports "Amazon buying IREN capacity"), the stock exchanges (Nasdaq) might contact the companies and force them to issue a statement to "clarify market rumors."
Current Situation: While there is speculation, there has been no definitive leak of deal terms. This suggests both companies are maintaining strict discipline, allowing them to wait for their chosen time.
3. The Major Risk: Insider Trading (MNPI)
While it is legal for the companies to wait to sign, the information that a deal is imminent is considered MNPI (Material Non-Public Information).
The "Blackout": Executives and board members who know the deal is "done but unsigned" are strictly forbidden from trading the stock.
The Congressional Trade: This is why the trade by Rep. Dale Strong (mentioned earlier) is so controversial. If he acted on information about this "unsigned deal," it falls into a gray area of congressional trading ethics, though it serves as a massive "tell" for the market.
Summary for Investors
If Amazon and IREN want to announce this on Thursday at 4:05 PM ET, they are likely holding the final signature in escrow or planning a ceremonial signing for Wednesday/Thursday. This is standard procedure to ensure the news makes the biggest splash possible.
