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The Filings Behind Insider Trading Data, Explained
Short answers to the questions behind every insider-trading headline: what a Form 4 is, how fast it has to be filed, what a 13D means, how long Congress has to disclose a trade. Each page pairs the rule with live data from the filings InsiderWatch tracks.
25 explainers. Plain language, public sources, no investment advice.
Insider filings
Insider filings
What Is an SEC Form 4?
A Form 4 is the SEC filing an insider must submit within two business days of buying or selling their own company's stock. What it shows and how to read one.
How Long Do Insiders Have to File a Form 4?
Insiders must report trades in their own company's stock on a Form 4 within two business days. Where the rule comes from, the trade date, and late filings.
Who Counts as a Corporate Insider?
Under Section 16, a corporate insider is an officer, a director, or a holder of more than 10% of the shares. What each role means for reading insider trades.
Insider Buying vs Insider Selling: Which One Matters?
Insiders sell for many reasons and buy for one. Why open-market purchases carry more information than sales, when a sale matters, and the current counts.
What Is Insider Cluster Buying?
Cluster buying is several insiders at one company buying on the open market inside a short window. Why it beats a single purchase, with the clusters right now.
Form 4 Transaction Codes: What P, S, A, M, and F Mean
Every Form 4 line carries a one-letter code. P is an open-market buy, S a sale, A an award, M an option exercise, F tax withholding. Which ones matter.
What Is a 10b5-1 Trading Plan?
A Rule 10b5-1 plan lets an insider schedule trades in advance, with no inside information. The 2023 cooling-off rules and why plan trades are mostly noise.
What Is SEC Form 144?
Form 144 is the notice an insider or affiliate files before selling restricted or control stock above a threshold. How it differs from a Form 4.
What Is the Section 16(b) Short-Swing Profit Rule?
Section 16(b) lets a company recover any profit an insider makes from buying and selling its stock within six months, with or without inside information. How it works.
Ownership and funds
Ownership and funds
Schedule 13D vs 13G: What Is the Difference?
Both are filed when an investor crosses 5% of a company. 13D is for investors who may seek influence, 13G for passive holders. Deadlines, contents, recent stakes.
What Is an Activist Investor?
An activist buys a meaningful stake in a public company and pushes for change: board seats, a sale, a buyback. How a campaign starts with a 13D and what follows.
What Is a 13F Filing?
Form 13F is the quarterly report of US stock holdings that managers with $100 million or more must file within 45 days of quarter end. What it leaves out.
What Is a Tender Offer?
A tender offer is a public offer to buy shares directly from shareholders at a set price for a set period. The filings, the rules, and how the stock trades meanwhile.
Congress trading
Congress trading
What Is the STOCK Act?
The STOCK Act of 2012 requires members of Congress to report stock trades over $1,000 within 45 days. What it requires, where reports live, how late they arrive.
How Long Does Congress Have to Disclose Stock Trades?
Members of Congress must report a trade within 30 days of learning of it and no later than 45 days after it. The rule, and the measured gap in the filings we track.
What Is a Periodic Transaction Report (PTR)?
A periodic transaction report is the form a member of Congress files to disclose a securities trade over $1,000 under the STOCK Act. What it holds, how to read it.
Why Are Congress Stock Trades Reported in Ranges?
STOCK Act filings report trade sizes in dollar bands, not exact amounts. The full list of ranges, why the law allows it, and how to compare trades by lower bound.
Events and rules
Events and rules
Is Insider Trading Legal? Legal vs Illegal Insider Trading
Insiders trade their own stock legally every day, as long as they report it and hold no material non-public information. Where the line is, what filings show.
What Is an 8-K Filing?
An 8-K is the current report a public company must file within four business days of a major event: a deal, a CEO change, results, a financing. Which items matter.
What Is a Shelf Offering (and Why Do Stocks Drop on One)?
A shelf offering lets a company register shares in advance and sell later in pieces. What an S-3 and a 424B5 are, and why the announcement pressures the stock.
What Is an FDA Advisory Committee Meeting (and Why Do Biotech Stocks Move on It)?
An FDA advisory committee is a panel of outside experts that reviews a drug before approval. Why the briefing documents posted before the meeting are the event.
What Is a PDUFA Date?
A PDUFA date is the target date by which the FDA aims to decide on a drug application. How it is set, what can move it, and what happens on the day.
Registered Direct Offering vs PIPE: What Is the Difference?
Both sell new shares to a few chosen investors at a discount. A registered direct uses a shelf and trades at once; a PIPE sells restricted stock. What each means.
What Is a Going Concern Warning?
A going concern warning means a company or its auditor has substantial doubt it can keep operating for a year. Where it appears, what triggers it, what follows.
What Is a Reverse Stock Split?
A reverse split merges shares to lift the price per share without changing the company's value. Why it usually follows a listing warning, and what it does to price data.
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InsiderWatch is an informational service based on publicly available information only. It is not financial, investment, legal, or tax advice.