My non-expert understanding is that just because something is material does not mean it must be disclosed. The existence of rules against trading on material, nonpublic information confirms that some material information is not public. Some information is allowed to remain nonpublic notwithstanding its materiality (in the absence of a supervening need for disclosure). Trade secrets; proprietary data; ultra-quiet propulsion systems for submarines. It is not accurate to say that all material facts must be disclosed to the public, period. The same goes for non-major, albeit material, events.

To be sure, public disclosure can be compelled by extrinsic events. A previous, selective disclosure that unfairly tilts the playing field for investors in violation of Reg FD, for example. One of the devices that Reg FD contemplates to repair an untoward tilt of the playing field is form 8-K. Disclosure also could be compelled by a major event such as entry into a material definitive agreement that is not made in the ordinary course of business.

If the company has taken care to establish the monetization of its patent portfolio as a core element of its ordinary course of business, and has taken care to articulate a grand plan in which the settlement of a single case (among an expected 180 cases) for a few million (among expected hundreds of millions) would not qualify as major ....