What we do and don't do
- We explain, we don't predict. No buy or sell calls, no scores, no signals. Our own backtests found that insider buying has not beaten the market since 2020.
- Every number is sourced. If we estimate something, we say it is an estimate and how we got it.
- We don't guess at motives. A sale with no trading plan in the filing is labeled "no plan disclosed", never "discretionary". Filings rarely state reasons.
- We don't claim cause and effect. We never say a sale moved the stock.
- Company stock is not someone's whole wealth. We only see what is disclosed in these filings.
Which filings we use
Officers, directors and owners of more than 10% of a U.S. public company report their holdings and trades on SEC Forms 3, 4 and 5. We read all of them for each company, including amendments. When a filing is amended, the corrected rows replace the original ones so nothing is counted twice.
We only keep filings where the company is the issuer of the stock. Filings a company makes about its own investments in other companies are left out.
Some companies, mainly foreign ones, have insiders who are not required to file Form 4. For those we say "insiders not required to report on Form 4". That is different from "no insider activity".
Who is included
- Insiders: officers and directors who have filed in the last 18 months. All totals use this group.
- Outside holders: large shareholders who are not officers or directors, such as investment funds. They are always reported separately from management.
- Former or inactive: anyone with no filing in 18 months. We show their last reported balance and its date, and leave them out of totals.
How holdings are added up
Insiders often hold shares in several places: directly, through trusts, LLCs, or family members. Each combination of share class and owner is one "holding line". Filings don't repeat every line every time, so we carry each line's last reported balance forward.
- Starting and ending holdings are the balances on the first and last day of the period.
- Transfers between someone's own trusts are not sales. A trust first reported during the period starts at zero.
- Converting one share class into another doesn't change the total.
- Unvested stock awards are not owned shares. We show them separately. If a filing says a balance includes unvested awards and gives the amount, we subtract it. If it doesn't give the amount, we keep the balance and say so.
- Stock options are not shares. We list them separately with their strike price and expiry. Their value is an estimate based on the most recent insider trade price in the filings.
- Old lines: a line nobody has reported for three years or more is shown as "additional holdings last reported [date], not confirmed since" and left out of totals.
- Renamed entities: if a trust disappears and another appears with exactly the same balance, we treat them as the same holder, label it an inferred rename, and link both filings.
- Stock splits are not reported as transactions. When several holding lines change by the same clean ratio at once, we flag a probable split, restate earlier share counts, and show the evidence.
"Percent of holdings sold" is shares sold divided by vested shares held at the start. When someone started with very little and mostly sold shares that vested along the way, the percentage would be misleading, so we say "not meaningful" instead.
How sales are classified
Two separate questions, and a sale can be both:
- Was it under a trading plan? Yes if the filing's footnote cites a Rule 10b5-1 plan or the filing's Rule 10b5-1 box is checked. These plans schedule sales in advance.
- Was it for taxes? Yes if the footnote cites tax obligations, withholding or "sell to cover".
Shares a company keeps back to pay an insider's taxes are not market sales, so they are listed separately. So are gifts, which we mark as charitable only when the filing says so.
When the numbers don't add up
For each insider we check one thing: do starting holdings plus reported transactions equal ending holdings?
- Clean: they match exactly.
- Minor: the difference is under 0.5% of their holdings, or a footnote explains it, or it is a pattern of small increases consistent with stock awards vesting.
- Gaps: anything else. We show the difference, the reason as far as we can tell, and the footnote.
Sales, proceeds, plan status and dates are reported for every insider, because those come straight from individual filings. Holdings and "percent still held" are only shown when the insider is clean or minor. Otherwise we say the holdings couldn't be fully reconciled, and why.
Separately, we attach caveats where the data has a known limit, such as a balance that includes unvested awards of unknown size. Caveats are always shown and never change the reconciliation result.