Reading the runes

A plain guide to the public filings Lytir reads, what each one can tell you, and what it can't.

Form 4: an insider traded

Officers, directors and anyone owning more than 10% of a company's shares must report most trades in its stock on a Form 4, filed with the SEC before the end of the second business day after the trade. Each line carries a code for what happened. The ones you will see most:

P: a purchase on the open market, paid for with the insider's own money.
S: a sale on the open market.
A: a grant or award from the company, such as stock given as pay.
F: shares withheld to pay the tax due on an award. This is not a sale by choice.
M: an option or similar right converted into shares.
G: a gift.

Our company pages show only P and S, because those are the trades an insider chose to make in the market. Awards, tax withholding and gifts are real, but they are not a decision to buy or sell.

10b5-1 plans: sales scheduled in advance

An insider can set up a written trading plan in advance, while not holding inside information, and let it trade on a schedule. Since 2023 the SEC requires a waiting period before such a plan can trade: for officers and directors, the later of 90 days or two business days after the company reports that quarter's results, up to 120 days. A Form 4 now has a box that marks a trade made under such a plan. We label those trades as scheduled.

Form 144: notice before a sale

An insider selling restricted or "control" stock must file a Form 144 when the sale in any three months exceeds 5,000 shares or $50,000. It states an intention, not a completed sale. If the sale happens it later appears on a Form 4, and it may be smaller, or not happen at all. Every recent notice is on Notice given.

Schedules 13D and 13G: someone holds 5%

Anyone who comes to own more than 5% of a company's voting shares must tell the SEC. A holder who may try to influence the company, by seeking board seats, pushing for a sale or opposing management, files a Schedule 13D, generally within five business days, and amends it within two business days of a material change, such as buying or selling 1% more. A passive holder, such as an index fund, files the shorter Schedule 13G on a slower timetable. An amendment (13D/A or 13G/A) updates an earlier filing, and one reporting 0% means the holder says it has sold all, or nearly all, of its shares. A 13D states what the holder plans, in its own words; it does not say whether the plan will work. Every recent filing is on Five percent and over.

STOCK Act reports: Congress traded

Members of Congress must report a trade in a stock or bond worth more than $1,000 within 30 days of learning of it, and no later than 45 days after the trade. That includes trades by a spouse or dependent child. Amounts are reported in ranges, such as $1,001 to $15,000, so the exact figure is not public, and a trade can appear weeks after it happened. We show the range and the trade date.

OGE Form 278-T: senior officials traded

Senior officials in the executive branch, such as cabinet members, agency heads and senior White House staff, report their trades on OGE Form 278-T under the same STOCK Act timing as Congress: within 30 days of being notified of a trade, and no later than 45 days after it. Amounts are ranges, as for Congress. The form has a column asking whether the notification arrived more than 30 days before the report; where the official ticked it, we say so on the row. The office we show is the one on the official's latest report, and many have since left that office. Every official we track is on Officials.

What a filing cannot tell you

Why. People sell to pay for a house, to diversify, or for taxes. A filing records the trade, not the reason.
What happens next. We describe what was filed. We don't predict prices, and nothing here says a stock is a buy or a sell.
Wrongdoing. Nearly all insider trading reported on these forms is legal. A filing is not an accusation, and we never present one as such.

Words we use

Cluster: several different insiders at one company buying within 30 days. Legs: the separate lines of one filing, which we add up for one person and one day. Occasion: one person trading on one day.