Guide

SEC filing glossary for insider trading terms

This glossary defines 58 terms you meet when reading insider filings on SEC EDGAR, from Form 4 transaction codes to Schedule 13D deadlines and Form 8-K items, and names the form, rule or field each one comes from. Terms are in alphabetical order, with numbered forms first.

5 percent threshold

Once an investor beneficially owns more than 5 percent of a covered class of a company's equity securities, Sections 13(d) and 13(g) of the Exchange Act and Regulation 13D-G require a public filing on Schedule 13D or Schedule 13G. The Schedule 13G entry below says who may use the shorter form.

The threshold is separate from the more than 10 percent line that makes a holder a Section 16 insider. A holder between 5 and 10 percent files a Schedule 13D or 13G but, unless it is also an officer or director, no Form 4.

8-K

Form 8-K is the current report a public company files to announce events its shareholders should know about between its quarterly and annual reports. Each event has a numbered item, such as Item 1.01 for a material agreement, Item 2.02 for earnings, Item 5.02 for officer and director changes, and Item 1.05 for a material cybersecurity incident.

General Instruction B.1 sets the usual deadline at four business days after the event. Item 1.05 runs from the day the company determines an incident was material, and reports under Items 2.02 and 7.01 are furnished rather than filed, which keeps them outside Section 18 liability unless the company says otherwise.

10-K

Form 10-K is the annual report a public company files with the SEC. Form 8-K covers events between these periodic reports, and the 8-K instructions note, for example, that Item 2.02 does not apply to results the company first discloses in the 10-K itself.

10-Q

Form 10-Q is the quarterly report a public company files with the SEC. Since the 2022 amendments to Rule 10b5-1, companies must also disclose each quarter whether their directors and officers adopted or ended 10b5-1 plans and certain other trading arrangements.

10b5-1 plan

A 10b5-1 plan is a binding contract, instruction or written plan to buy or sell a company's stock that an insider adopts while not aware of material nonpublic information. Trades made under it can use the affirmative defense in Rule 10b5-1(c) against an insider trading claim.

Amendments adopted in 2022 added a cooling off period. A director or officer must wait the later of 90 days after adopting or changing the plan or two business days after the Form 10-Q or 10-K that reports results for the quarter in which the plan was adopted, capped at 120 days, before the first trade. Other persons, except the company itself, wait 30 days. Our page on code S shows where the Form 4 marks a trade made under a plan.

13D

13D is shorthand for Schedule 13D; see the full entry below and our page on Schedule 13D alerts.

13D/A

A 13D/A is an amendment to a Schedule 13D. Since the 2023 amendments, it is due within two business days of a material change in what the earlier filing reported. The Schedule 13D entry covers what Item 6 now requires.

13F

Form 13F is the holdings report of an institutional investment manager that exercises investment discretion over $100 million or more in Section 13(f) securities. Each filing is due within 45 days after the end of the calendar quarter it covers, so it shows positions as of a date already past. It is a different filing from Schedules 13D and 13G, which are triggered by a single stake of more than 5 percent in one company.

13G

13G is shorthand for Schedule 13G. See the full entry below.

Accepted time (EDGAR)

The accepted time is the date and time EDGAR accepted a submission. EDGAR accepts filings from 6 a.m. to 10 p.m. Eastern time on business days, and the accepted time can differ from the date of the event the filing reports.

Accession number

An accession number is the unique ID EDGAR gives each submission, in the form 0001104659-26-120789, the Rapport Form 4 on our code P page. The first 10 digits are the CIK of whoever submitted it, here a filing agent rather than Rapport or the insider. The next two digits are the year, and the last part counts that submitter's filings, usually starting over each January.

Activist investor

Activist investor is not a term the SEC defines in a rule. The SEC's 2023 beneficial ownership release discusses shareholder activism without defining it. For the filing an activist holder makes once past 5 percent, see Schedule 13D.

Beneficial owner

Beneficial owner has two meanings in the Section 16 rules, set out in General Instruction 4(b) of Form 4. For deciding whether someone is a ten percent holder, a person beneficially owns shares over which the person has voting or investment control, under Rule 16a-1(a)(1).

For reporting holdings and trades on Forms 3, 4 and 5, Rule 16a-1(a)(2) uses pecuniary interest instead, meaning the chance to profit, or share in any profit, on a transaction in the shares.

Blackout period

A blackout period, which the SEC also calls a closed window, is a stretch when a company's own trading policy bars insiders from trading its stock. The SEC's 2022 Rule 10b5-1 release notes that many companies keep such windows and may still allow trades under a Rule 10b5-1 plan during them.

A separate rule covers pension plan blackouts. Section 306 of the Sarbanes-Oxley Act and Regulation Blackout Trading Restriction bar directors and executive officers from trading company stock they got through their service while a pension plan blackout is in effect. The bar has some exemptions, and the 2022 release names trades under a plan that meets the Rule 10b5-1(c) conditions as one of them.

Central Index Key (CIK)

The Central Index Key is the number EDGAR assigns to each company, person or fund when it signs up to file with the SEC. A CIK stays with its filer and is not recycled, which makes it the steady way to follow a company or an insider across filings.

Cluster buying

Cluster buying is an informal term, not an SEC one, for several insiders at the same company buying shares on the open market within a short span, each reported on its own Form 4 with code P. Each Form 4 records one insider's purchase and says nothing about why it happened or whether the buyers acted together.

Derivative security

A derivative security is a right or obligation tied to the company's stock rather than the stock itself. General Instruction 4(c) of Form 4 names puts, calls, options, warrants and convertible securities as examples. Form 4 reports derivatives in Table II, with their exercise or conversion price, the dates they become exercisable and expire, and the title and amount of the underlying shares.

Direct vs indirect ownership

On Forms 3, 4 and 5, shares held in the insider's own name, or by a broker or bank for the insider's account, are owned directly. Shares held in someone else's name in which the insider has a pecuniary interest, such as through a spouse, a trust or a company the insider controls, are owned indirectly.

General Instruction 4(b)(iii) of Form 4 asks for direct and indirect holdings on separate lines, and each indirect line names how it is held, in the form's own examples "By Spouse" or "By X Trust".

Director

A director is a member of the company's board and reports under Section 16. On a Form 4 the reporting person ticks Director in Box 5. The company reports a director's departure on Form 8-K under Item 5.02, and also a new director chosen other than by a shareholder vote at an annual or special meeting.

Disposition

A disposition is any transaction that reduces what the reporting person holds, such as a sale, a gift given, shares withheld for taxes or shares handed back to the company. Form 4 marks each line with A for acquired or D for disposed in the column next to the share count, so a D does not by itself mean a sale on the market. The transaction code says which kind it was.

EDGAR

EDGAR, the Electronic Data Gathering, Analysis and Retrieval system, is the SEC's system for receiving and publishing filings. Forms 3, 4 and 5, Schedules 13D and 13G, Form 8-K and most other filings go through it, and the public can search and read them free on sec.gov. General Instruction 2 of Form 4 requires electronic filing through EDGAR unless the filer holds a hardship exception.

Equity award

An equity award is stock or a right to stock, such as an option, that a company grants to its directors, officers or employees as pay. On Form 4 the grant itself takes code A, explained under Grant (code A). Later steps show up under other codes, such as M when an option is exercised and F when shares are withheld for tax.

Exercise price

The exercise price is the fixed price per share at which the holder of an option or warrant can buy the underlying stock. Form 4 shows it in column 2 of Table II. Our page on code M shows how it appears on an exercise.

Form 3

Form 3 is the initial statement of beneficial ownership, the first of the three Section 16 forms. A person files it on becoming a Section 16 insider, and it lists what the person holds. It records holdings and contains no trades.

Form 4

Form 4, the Statement of Changes in Beneficial Ownership, is the report a Section 16 insider files before the end of the second business day after a transaction. Our guide What is a Form 4 explains who files it, the deadline and how to read its two tables.

Form 5

Form 5 is the annual statement of changes in beneficial ownership. It covers transactions that are eligible for deferred reporting instead of a Form 4. General Instruction 4 of Form 4 lets an insider report those transactions early on a Form 4, marked with code V, before the Form 5 is due.

Form 144

Form 144 is the notice that an affiliate of the company, or someone selling for an affiliate's account, files under Rule 144(h) when selling the company's securities in reliance on Rule 144. An affiliate is a person that controls, is controlled by or is under common control with the company. A holder who is not an affiliate and has not been one in the three months before the sale files no Form 144, because Rule 144(b)(1) does not make the notice a condition for such sellers. For a company that files reports with the SEC, Rule 144(h) requires the notice when the sale in any three month period exceeds 5,000 shares or $50,000 in value.

The notice is filed electronically at the same time the sell order goes to a broker, or the sale is made directly with a market maker. A Form 144 can therefore appear before the Form 4 that reports the sale itself.

Gift (code G)

Code G on a Form 4 marks a bona fide gift of securities, given or received. Since the 2022 Rule 10b5-1 amendments, an insider who gives a gift reports it on Form 4 within the usual two business days; a gift received can still wait for Form 5.

Grant (code A)

Code A on a Form 4 is the code General Instruction 8 gives to a grant, award or other acquisition under Rule 16b-3(d). A footnote may say what the acquisition was.

Insider

In SEC reporting, an insider means a Section 16 insider, and the Section 16 entry below says who that covers and what they file.

Issuer

The issuer is the company whose securities are being reported. On a Form 4 it is named in Box 2 with its ticker, and on a Schedule 13D or 13G it is the company whose shares the holder owns. The insider files the Form 4 and the investor files the Schedule 13D, so the issuer is not the filer of either.

Late filing

A late filing is a Form 3, 4 or 5 that arrives after its deadline, for example a Form 4 filed after the end of the second business day following the trade. Form 4 is deemed filed on the day the SEC receives it, so comparing the transaction date (column 2 of Table I, column 3 of Table II) with the filing date shows how late it was, unless a deemed execution date applies as described under Transaction date vs filing date.

Material definitive agreement

Item 1.01(b) of Form 8-K defines a material definitive agreement as one the company can be held to, or can hold another party to, on terms that matter to it, even while conditions in it are still open. Item 1.01(a) requires an 8-K when such an agreement is outside the ordinary course of business. Our page on Item 1.01 covers what the company must report and when.

Material nonpublic information

Material nonpublic information, or MNPI, is information about a company that is both material and not yet public. The SEC relies on court decisions for both words. Under the case law the 2022 release cites, information is material when there is a "substantial likelihood" that a reasonable investor would see it as having "significantly altered the total mix" of information available, and it stays nonpublic until it has been spread widely enough to reach investors generally.

Regulation FD sets how a company makes such information public, and the 10b5-1 plan entry covers how MNPI limits a trading plan.

Non-derivative security

A non-derivative security is the stock itself, such as common stock or a class of it, as opposed to a right to buy or sell stock. Form 4 reports non-derivative securities in Table I. When an insider exercises an option, the option leaves Table II and the shares received appear in Table I.

Officer

Officers report under Section 16 alongside directors. On a Form 4 the reporting person ticks Officer in Box 5 and writes the title below it, and a person who is no longer subject to Section 16 ticks the exit box described in General Instruction 1(b).

Open market purchase

An open market purchase is an insider buying the company's stock on the market, reported on Form 4 with code P. Our page on code P covers the line, and code S covers its counterpart for sales.

Option exercise

An option exercise is an insider using a stock option to buy shares at the exercise price. General Instruction 8 of Form 4 codes it M when it is exempt under Rule 16b-3, and X or O otherwise. Our page on code M walks through the lines it creates.

Ownership form

Ownership form is column 6 of Table I and column 10 of Table II on Form 4, where the filer writes D for direct or I for indirect ownership for each line. When it is I, the next column states the nature of the indirect holding, as described under Direct vs indirect ownership.

Passive investor

Under Regulation 13D-G, a passive investor holds more than 5 percent but under 20 percent of the class and has no plan to take or sway control of the company. To file Schedule 13G on that basis it must certify under Item 10 of that schedule that it has no disqualifying purpose, and the Schedule 13G entry gives its deadlines.

Post-transaction holdings

Post-transaction holdings is the amount the insider owns after the transaction on that line, shown in column 5 of Table I and column 9 of Table II on Form 4. Each line reflects one form of ownership, so an insider with direct shares and shares held in a trust has two running totals. Comparing the number with the size of the trade shows whether a sale took a small slice of the stake or most of it.

Regulation FD

Regulation FD, 17 CFR Part 243, applies when a company, or someone acting for it, discloses material nonpublic information to market professionals such as brokers, investment advisers and investment companies, or to a holder likely to trade on it. The company must then make the information public, at the same time if the disclosure was intentional and promptly if it was not.

Public disclosure under Rule 101(e) means furnishing or filing a Form 8-K, for example under Item 7.01, or another method designed to reach the public broadly.

Reporting owner

The reporting owner, or reporting person, is the person or entity filing the Form 3, 4 or 5, named in Box 1 with its relationship to the issuer in Box 5. One Form 4 can carry several reporting owners under a joint or group filing, as General Instruction 4(b)(v) allows. On EDGAR the reporting owner has its own CIK, separate from the company's.

Rule 10b-5

Rule 10b-5, adopted under Section 10(b) of the Exchange Act, prohibits fraud and deception in connection with buying or selling a security, and insider trading liability arises under it. Rule 10b5-1 sits beside it, and the 10b5-1 plan entry explains the defense it offers.

Schedule 13D

Schedule 13D is the beneficial ownership report for a holder of more than 5 percent of a covered class who does not qualify for the shorter Schedule 13G, usually because it seeks to change or influence control. Since the 2023 amendments the initial filing is due within five business days. Item 6 now states expressly that it covers every derivative whose value is tied to the company's stock, including cash settled ones that never deliver shares.

Filings must now use a structured, machine readable format for everything except exhibits, which makes cover page figures such as the percent of class easier to read automatically. Our page on Schedule 13D alerts explains what an alert on one shows.

Schedule 13G

Schedule 13G is the short form of the 5 percent ownership report. Qualified institutional investors and passive investors may file it instead of Schedule 13D only if they hold the stake without a purpose of changing or influencing control. Exempt investors, such as founders who held their shares before the class was registered, are not required to file Schedule 13D at all and report on Schedule 13G under Rule 13d-1(d). Qualified institutional investors and exempt investors file the initial 13G within 45 days after the end of the calendar quarter in which they crossed 5 percent, and passive investors within five business days.

Amendments are generally due 45 days after the quarter in which a material change happened. Qualified institutional investors and passive investors must file sooner when their stake goes past 10 percent and, after that, each time it rises or falls by more than 5 percent.

Section 13(d)

Section 13(d) of the Securities Exchange Act of 1934 is the provision behind Schedule 13D, and Section 13(g) is the one behind Schedule 13G. Regulation 13D-G holds the SEC's rules under both, including the 2023 deadlines. The 5 percent threshold entry covers the trigger.

Section 16

Section 16 of the Securities Exchange Act of 1934 covers the directors, officers and more than 10 percent holders of a company with a class of registered equity securities. Section 16(a) makes them report holdings and trades on Forms 3, 4 and 5. Section 16(b) is the short-swing profit rule below, and Section 16 also bars these insiders from selling the company's stock short.

Short-swing profit rule

The short-swing profit rule in Section 16(b) lets a company recover profit that one of its Section 16 insiders makes from a purchase and a sale of its stock within six months. General Instruction 8 of Form 4 lists codes A, D, F, I and M under the heading Rule 16b-3 Transaction Codes, and those codes mark transactions that Rule 16b-3 exempts from Section 16(b). That is why a grant or an exempt option exercise is not matched with a sale.

STOCK Act

The Stop Trading on Congressional Knowledge Act of 2012, Public Law 112-105, says that insider trading law under Section 10(b) of the Exchange Act and Rule 10b-5 applies to members of Congress and their staff too.

It also requires members of Congress, among other officials, to report a covered securities transaction within 30 days of being notified of it and no later than 45 days after it, and has the House and Senate post the reports on their own websites. These reports are not Form 4 filings.

Tax withholding (code F)

Code F on a Form 4 marks shares the company keeps back, or the insider hands in, to cover the tax or the exercise price on an award made under Rule 16b-3. Our page on code F shows how the line reads.

Ten percent owner

A ten percent owner is a person or group that beneficially owns more than 10 percent of a class of a company's registered equity, counted by the voting or investment control test in the Beneficial owner entry. That makes the holder a Section 16 insider, and on a Form 4 it ticks 10% Owner in Box 5.

Transaction code

A transaction code is the letter in column 3 of Table I and column 4 of Table II on Form 4 that says what kind of transaction a line is. General Instruction 8 lists them, including P for a purchase, S for a sale, A for a grant, D for a disposition to the company, F for shares withheld for tax or exercise price, M for an exempt option exercise, G for a gift and J for anything else, explained in a footnote.

A V next to the code means the filer reported it earlier than required, and a K added to another code, as in S/K, flags an equity swap or similar instrument.

Transaction date vs filing date

The transaction date is the day the trade was executed, in column 2 of Table I and column 3 of Table II on Form 4. The filing date is the date EDGAR shows for the form. The two business day deadline in General Instruction 1(a) runs from the date of execution, and for some transactions Rule 16a-3(g) sets a deemed execution date instead, which the filer reports in column 2A of Table I or column 3A of Table II.

Trust (indirect holding)

An insider who reports shares held in a trust shows them as an indirect holding, as described under Ownership form. General Instruction 4(b)(i) points to Rule 16a-8 for how the ownership rules apply to trust holdings and transactions.

Warrant

A warrant is a right to buy a company's stock at a set price until it expires. Form 4 reports it in Table II, as described under Derivative security, and an exercise is coded the same way as an option exercise.

Williams Act

The Williams Act, Public Law 90-439 of July 29, 1968, amended the Securities Exchange Act of 1934 to require disclosure of large stakes, the origin of Section 13(d)(1) and Schedule 13D. The SEC's 2023 release notes that the initial Schedule 13D deadline stayed unchanged from its enactment in 1968 until those amendments cut it from 10 days to five business days.

XBRL

XBRL is the structured data format for financial statement data in company filings. EDGAR keeps an index of submissions that contain XBRL financial files and offers extracted XBRL data as JSON through its APIs at data.sec.gov. The 2023 amendments set a separate structured format for Schedules 13D and 13G, covered under Schedule 13D.

Not financial or investment advice. Filing Ahoy reports what was filed; it does not tell you what to buy or sell. Filing Ahoy is not affiliated with the SEC.