Terminal Glossary
A comprehensive reference guide for SEC regulations, trading terminology, and quantitative insider metrics.
SEC Form 4
The SEC ownership report used by directors, officers, and more-than-10% beneficial owners to disclose most changes in reportable holdings.
Rule 10b5-1 Trading Plan
A binding trading arrangement that can provide a conditional affirmative defense when adopted before the trader becomes aware of material nonpublic information.
Cluster Buying
An InsiderAlpha classification for multiple unique reporting persons making eligible Code P purchases in the same ticker and defined time window.
Open Market Purchase
A reported insider purchase identified by Code P, which the SEC defines as an open-market or private purchase.
Open Market Sale
A Form 4 Code S transaction, officially defined as an open-market or private sale.
SEC Form 3
The initial Section 16 statement of reportable beneficial ownership for a new director, officer, or more-than-10% owner.
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)
Securities delivered or withheld to pay an exercise price or tax liability incident to receiving, exercising, or vesting a security.
Insider Sentiment
An InsiderAlpha analytical classification built from eligible insider-transaction features; it is not an SEC field or investment recommendation.
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
An InsiderAlpha-derived dollar metric: eligible Code P purchase value minus eligible Code S sale value for a ticker and time window.
10% Beneficial Owner
A person who beneficially owns more than 10% of a class of equity security registered under Exchange Act Section 12.
Schedule 13D
A beneficial-ownership report generally used when a person crosses 5% of a covered equity class and is not eligible to report on Schedule 13G.
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
A beneficial-ownership report available to specified qualified institutional, passive, and exempt investors under distinct eligibility rules.
Material Non-Public Information (MNPI)
Information that is material to a reasonable investor and not yet public, central to insider-trading analysis but not determinable from Form 4 alone.
Lock-up Period
A contractual restriction that limits specified holders from selling or transferring shares for a defined period, commonly around an offering.
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.
Restricted Stock Units (RSU)
A form of equity compensation that vests over time.
Derivative Transaction (Table II)
Transactions involving options, warrants, and convertible securities.
SEC Form 8-K
A current report used by public companies to disclose specified material events and other information under numbered items.
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.
Poison Pill
A strategy used by companies to prevent hostile takeovers.
Blackout Period
An issuer or plan restriction that temporarily limits specified securities transactions; its scope and dates depend on the governing policy or rule.
Sarbanes-Oxley Act (SOX)
A U.S. federal law enacted to protect investors from fraudulent financial reporting by corporations.
Insider Trading
Trading by insiders or others with relevant relationships, which can be lawful when disclosed and unlawful when based on material nonpublic information in breach of a duty.
Executive Compensation
Salary, incentives, equity awards, benefits, and other compensation disclosed across proxy statements and ownership filings.
Initial Public Offering (IPO)
A registered offering through which a private issuer first sells shares to the public and establishes a public-company ownership baseline.
Corporate Governance
The rules, structures, disclosures, and oversight mechanisms through which a public company is directed and held accountable.