Form 4
Form 4 (Statement of Changes in Beneficial Ownership) is an SEC insider trading disclosure form reporting changes in an insider’s equity holdings. Learn who must file, when it’s due, and …
Form 4 (Statement of Changes in Beneficial Ownership) is an SEC insider trading disclosure form reporting changes in an insider’s equity holdings. Learn who must file, when it’s due, and …
EDGAR is the SEC’s electronic system for submitting and accessing public financial and regulatory filings, providing real-time access to company disclosures including insider reports, periodic reports, and registration statements.
Section 16 of the Securities Exchange Act sets disclosure rules requiring officers, directors, and 10% shareholders of U.S. public companies to file Forms 3, 4, and 5 with the SEC …
Form 3 is the initial SEC insider ownership disclosure that officers, directors, and 10% beneficial owners must file under Section 16(a) to establish their baseline beneficial equity holdings; beginning March …
Form 5 is the SEC’s annual insider disclosure for reporters to file within 45 days after fiscal year end, reporting previously unreported or deferred beneficial ownership changes; beginning March 18, …
Beneficial owner is a person or entity that directly or indirectly has voting power or investment power over a security or the opportunity to profit from it, determining who must …
Reporting person refers to an insider required under SEC Section 16(a) to disclose beneficial equity ownership and transactions through Forms 3, 4, and 5; this includes officers, directors, and >10% …
Derivative security refers to an equity-linked instrument whose value is derived from an underlying asset; under Section 16, certain derivatives are defined and reported separately in insider filings.
Direct ownership describes securities held in a reporting person’s own name and account; under Section 16, directly owned securities are disclosed separately from indirect holdings in insider filings.
Indirect ownership describes securities held through another person or entity; under Section 16, indirectly owned securities are disclosed separately from direct holdings in insider filings.
An issuer is a person or entity that issues or proposes to issue securities; under U.S. securities law, issuer obligations depend on the regulatory context, including Section 16 insider reporting.
An open market transaction is a purchase or sale of securities executed through ordinary trading channels; under Section 16, such transactions are reported using specific codes on insider filings.
A 10b5-1 plan is a prearranged trading arrangement that can provide an affirmative defense under Rule 10b5-1 when trades are executed according to specified conditions and disclosures.
A private transaction is a securities purchase or sale executed outside public trading venues; under Section 16, such transactions are reported based on how and where they are executed.
An option exercise is the use of a stock option to acquire or dispose of an issuer’s underlying equity security at a specified exercise price, resulting in a reportable change …
A grant is the award of an equity-related right or instrument by an issuer—such as a stock option or restricted stock unit—that may result in a reportable transaction under SEC …
A disposition is a transaction that reduces a reporting person’s beneficial ownership of a security and must be disclosed under SEC Section 16 on Form 4 when it results in …
An acquisition is a transaction that increases a reporting person’s beneficial ownership of a security and must be disclosed under SEC Section 16 on Form 4 when it results in …
A gift is a transfer of securities without consideration that reduces a reporting person’s beneficial ownership and must be disclosed under SEC Section 16 on Form 4 using transaction code …
A corporate officer is an executive of an issuer with a registered class of equity securities who meets the SEC’s functional definition under Rule 16a-1(f) and is subject to insider …
A director is a member of an issuer’s board of directors who, for issuers with registered equity securities, is subject to insider reporting obligations under SEC Section 16, including filing …
A ten percent owner is a person or entity that beneficially owns more than ten percent of a registered class of an issuer’s equity securities and is subject to insider …
An affiliate is a person or entity that controls, is controlled by, or is under common control with another person, as defined under SEC Rule 12b-2, with implications across U.S. …
Beneficial ownership describes when a person or entity has an economic interest in or control over a security, determining who must disclose holdings and transactions under SEC rules, including insider …
An insider is a person or entity—such as an officer, director, or ten percent beneficial owner—subject to SEC disclosure obligations under Section 16 of the Securities Exchange Act for holdings …
A stock option is a contractual right to acquire an issuer’s equity securities at a specified exercise price and is treated as a derivative security for SEC insider reporting under …
An RSU (restricted stock unit) is a right to receive an issuer’s equity securities at a future date subject to vesting conditions and is treated as a derivative security for …
Vesting is the process by which rights to equity securities or equity-based awards become non-forfeitable, determining when ownership interests are fixed and how related changes are reported under SEC rules.
The strike price is the fixed price at which a derivative security, such as a stock option, may be exercised to acquire or dispose of an issuer’s equity securities and …
Equity compensation refers to arrangements in which an issuer provides rights to acquire or receive equity securities as compensation, with reporting under SEC Section 16 determined by the structure, vesting, …