Terminal Glossary
A comprehensive reference guide for SEC regulations, trading terminology, and quantitative insider metrics.
SEC Form 4
The mandatory document filed when an insider buys or sells company stock.
Rule 10b5-1 Trading Plan
A pre-established plan allowing insiders to sell stock on a set schedule to avoid insider trading allegations.
Cluster Buying
When multiple executives or directors purchase shares of their own company within a short timeframe.
Open Market Purchase
When an insider voluntarily buys their company's stock on the public exchange using their own capital.
Open Market Sale
When an insider voluntarily liquidates shares of their company on the public exchange.
SEC Form 3
The initial statement of beneficial ownership for new corporate insiders.
SEC Form 5
An annual summary of insider transactions that were not reported on Form 4.
Option Exercise (Code M)
When an insider converts their equity derivatives into common stock.
Tax Withholding (Code F)
Shares surrendered automatically by an insider to cover tax liabilities.
Insider Sentiment
A quantitative metric evaluating the overall bullish or bearish bias of corporate leadership.
C-Suite
The top echelon of senior executives within a corporation.
Whale Tracking
The algorithmic monitoring of market movements made by ultra-high-net-worth insiders and institutions.
Nominal Value
The total dollar amount of an insider transaction, calculated as Shares multiplied by Price.
Net Capital Flow
The difference between total insider buying volume and total insider selling volume over a timeframe.
10% Beneficial Owner
Any person or entity that owns more than 10% of a company's voting shares.
Schedule 13D
A form filed when an investor acquires more than 5% of a company with active intentions.
Form 13F
A quarterly report filed by institutional investment managers with over $100M in qualifying assets.
Institutional Investor
Large organizations that pool capital to trade massive volumes of securities.
Liquidity Event
A transaction that converts an illiquid asset (like private equity or restricted stock) into cash.
Form 144
A notice of the proposed sale of restricted or control securities.
Schedule 13G
The 'passive' version of a beneficial ownership report for long-term investors.
Material Non-Public Information (MNPI)
Confidential data that could significantly impact a company's stock price if revealed.
Lock-up Period
A window of time when insiders are prohibited from selling their shares, usually after an IPO.
Direct vs. Indirect Ownership
The distinction between shares held personally versus those held through a trust or entity.
Share Buyback (Repurchase)
When a corporation buys its own shares back from the open market.
Dark Pools
Private exchanges for trading securities that are not accessible to the public.
Quiet Period
A timeframe during which a company's management is restricted from making public comments.
Short Interest vs. Insider Buying
The relationship between bearish bets and insider conviction.
Restricted Stock Units (RSU)
A form of equity compensation that vests over time.
Derivative Transaction (Table II)
Transactions involving options, warrants, and convertible securities.
Block Trade
A massive, privately negotiated securities transaction executed outside the public auction markets.
Volume Weighted Average Price (VWAP)
The average price of a security weighted by total trading volume over a specific period.
Options Sweep
A large options order that is executed across multiple exchanges to fill the entire order quickly.
Dark Pool Print
A large trade executed in a dark pool that is reported to the consolidated tape after execution.
SEC Form 8-K
A report filed to announce major events that shareholders should know about.
DEF 14A (Proxy Statement)
A document filed in advance of a shareholder meeting to provide information on matters to be voted on.
Form S-1
A registration statement filed by companies planning to go public.
Short Squeeze
A rapid increase in a stock's price due to a large number of short sellers covering their positions.
Free Float
The number of shares available for trading by the public.
Poison Pill
A strategy used by companies to prevent hostile takeovers.
Blackout Period
A timeframe during which insiders are prohibited from trading their company's stock.
Sarbanes-Oxley Act (SOX)
A U.S. federal law enacted to protect investors from fraudulent financial reporting by corporations.