SEC and EDGAR Glossary

How to use this glossary

These are the terms that come up most often on WallStPal and in the filings we link to. Each entry is short. Where we have a full guide on the topic, the entry links to it. Terms are in alphabetical order, with forms and rules listed under their names (for example, “Form 144” under F and “Rule 144” under R). Entries that start with a number, such as 10-K and 13F, are at the end.

A to C

Accelerated filer. A company with a public float of $75 million or more but less than $700 million that has been reporting to the SEC for at least 12 months. It must file its 10-K within 75 days of its fiscal year end and its 10-Qs within 40 days of quarter end. See 10-K vs 10-Q.

Accession number. The unique ID EDGAR gives each accepted filing, such as 0001193125-15-118890. The first ten digits are the CIK of whoever submitted the filing (the company itself or a filing agent), the middle two are the year, and the last six are a running count for that submitter. Every filing link on WallStPal contains one.

Affiliate. A person who controls a company, is controlled by it, or is under common control with it. In practice this usually means senior officers, directors and large shareholders. Affiliates face extra conditions when they sell stock, including Form 144.

Amendment. A corrected or updated filing. EDGAR marks it by adding “/A” to the form name, as in 4/A, 8-K/A or 13F-HR/A.

Beneficial owner. Someone who has or shares the power to vote a security or to sell it, whether or not the shares are in their name. This is the test for the 5% (Schedule 13D and 13G) and 10% (Section 16) thresholds. For Forms 3, 4 and 5, the related idea is “pecuniary interest” (see below).

CIK (Central Index Key). The permanent number EDGAR assigns to every company, fund and person who files with the SEC. CIK numbers stay with the filer and are not reused. It is the most reliable way to find a filer on EDGAR, since names and tickers change. Our stock pages show each company’s CIK.

Cluster buy. A WallStPal term for several insiders at the same company buying shares on the open market around the same time. See what is a cluster buy and our cluster buys page.

Control securities. Shares held by an affiliate of the company, however they were acquired. Selling them publicly requires an exemption such as Rule 144.

D to F

DEF 14A. The EDGAR name for a company’s definitive proxy statement, the document sent to shareholders before a vote such as the annual meeting. It covers board nominees, executive pay, ownership by insiders and large holders, and shareholder proposals.

Derivative security. A security whose value comes from another one, such as a stock option, warrant, restricted stock unit or convertible note. On Forms 3, 4 and 5, derivatives go in Table II and ordinary shares in Table I.

Disgorgement. Giving up a profit. Under the short-swing profit rule, insiders must disgorge profits from matched trades to their company. See the short-swing profit rule.

EDGAR. The SEC’s Electronic Data Gathering, Analysis, and Retrieval system, where companies, funds and insiders file their reports and where anyone can read them free. Almost every filing on WallStPal links back to it.

8-K. A current report a company files, usually within four business days, when an important event happens. See what is an 8-K.

8-K item numbers. The codes at the top of an 8-K that say what kind of event it reports. Common ones: 1.01 (major agreement), 1.05 (material cybersecurity incident), 2.02 (quarterly results), 4.02 (earlier financial statements should not be relied on), 5.02 (executive or director change), 7.01 (Regulation FD disclosure), 8.01 (other events) and 9.01 (exhibits).

Exhibit. A document attached to a filing, such as a press release, contract or letter. On an 8-K, exhibits are listed under Item 9.01. On a Schedule 13D, letters to the board often appear as exhibits.

Fiscal year. The 12-month period a company uses for its accounts. It does not have to match the calendar year, which is why some companies file their 10-K in months other than February or March.

Form 3. The initial statement an insider files, within 10 days of becoming one, listing what they own. See Form 3 vs Form 4 vs Form 5.

Form 4. The report of a change in an insider’s holdings, due before the end of the second business day after the trade. It is the main source for our insider trades pages. See how to read a Form 4.

Form 5. An annual report, due within 45 days after the fiscal year ends, for insider transactions that were exempt from Form 4 or not reported on time.

Form 12b-25 (NT 10-K, NT 10-Q). A notice that a company will file its annual or quarterly report late. It must be filed within one business day after the due date and gives an extra 15 calendar days for a 10-K or 5 for a 10-Q.

Form 144. A notice that an affiliate plans to sell restricted or control securities, required when the sale in any three months is more than 5,000 shares or $50,000. Filed electronically on EDGAR since April 13, 2023. See what is Form 144 and our planned sales page.

I to P

Inline XBRL. A version of XBRL (see below) in which the data tags sit inside the readable filing itself. Phased in for company financial statements from 2019 to 2021.

Insider (Section 16). A director, an officer (as Rule 16a-1(f) defines it) or a beneficial owner of more than 10% of a class of a company’s registered equity. Insiders file Forms 3, 4 and 5 and are subject to the short-swing profit rule.

Large accelerated filer. A company with a public float of $700 million or more that has been reporting for at least 12 months. It must file its 10-K within 60 days and its 10-Qs within 40 days.

Material nonpublic information (MNPI). Information a reasonable investor would consider important that has not been made public. Trading on it, or passing it to others who trade, can be illegal insider trading.

Officer (Section 16). For insider reporting, the president, principal financial officer, principal accounting officer or controller, any vice president in charge of a principal business unit, division or function, and anyone else with a policy-making role. The definition depends on function, not title.

Open-market purchase. A purchase of shares on an exchange at the market price, coded P on Form 4. It is the kind of insider trade most investors watch, because the insider is spending their own money. See our insider purchases page.

Pecuniary interest. The opportunity to profit from a security, directly or indirectly. Insiders report every holding in which they have one, including shares held by immediate family in the same household (a presumption they can rebut).

Periodic Transaction Report (PTR). The form members of Congress use under the STOCK Act to report trades over $1,000, due within 30 days of learning of the trade and no later than 45 days after it. See Congress stock trading and the STOCK Act.

Public float. The market value of a company’s common stock held by people who are not affiliates. It decides whether a company is a large accelerated, accelerated or non-accelerated filer.

Q to S

Qualified institutional investor (for Schedule 13G). A bank, broker-dealer, insurance company, registered investment company or adviser, or similar institution that bought shares in the ordinary course of business without a purpose of influencing control. It may use the short Schedule 13G.

Restricted securities. Shares acquired from a company or its affiliate in a private, unregistered transaction, such as a private placement. They cannot be resold publicly until they meet a holding period and other conditions, usually under Rule 144.

Rule 10b5-1 plan. A written plan, set up when an insider has no material nonpublic information, that fixes future trades in advance. It gives a defense against insider trading claims. Since 2023, directors and officers face a cooling-off period of at least 90 days before the first trade. See 10b5-1 trading plans and our trading plans page.

Rule 144. The SEC rule that lets people resell restricted and control securities without registering them, if they meet conditions on holding period, volume, manner of sale and current public information. Affiliates selling more than the thresholds also file Form 144.

Rule 16b-3. An SEC rule that exempts many transactions between a company and its directors and officers, such as approved stock grants and option awards, from the short-swing profit rule.

S-1. The registration statement a company files to register securities for sale to the public under the Securities Act of 1933, most often for an initial public offering.

Schedule 13D. The long-form report filed by anyone who acquires more than 5% of a class of a company’s voting stock without qualifying for the short form. It must state the purpose of the purchase (Item 4) and is due within five business days. See Schedule 13D vs 13G and our 5% stakes page.

Schedule 13G. The short-form 5% ownership report for passive investors, qualified institutions and certain exempt holders.

Section 13(f) securities. The securities that count toward the $100 million 13F threshold and are listed on 13F reports: mainly U.S. exchange-traded stocks, closed-end funds and ETFs, plus certain options, warrants and convertible debt on the SEC’s official list. Open-end mutual funds and short positions are not included.

Section 16. The part of the Securities Exchange Act of 1934 that requires insiders to report their holdings and trades (Section 16(a)) and to give back short-swing profits (Section 16(b)).

Short-swing profit rule (Section 16(b)). The rule that any profit an insider makes from a purchase and sale, or sale and purchase, of company stock within less than six months belongs to the company. Intent does not matter. See the short-swing profit rule.

T to X

Transaction code. The one-letter code on each Form 4 line that says what kind of transaction it was, such as P (open-market purchase), S (open-market sale), A (grant), M (option exercise) and F (shares withheld for taxes or the exercise price). See Form 4 transaction codes.

XBRL. eXtensible Business Reporting Language, a data format that labels each number in a filing (revenue, net income, shares outstanding) so computers can read it. The SEC has required most companies to use it for financial statements since 2009.

Numbers

10-K. A company’s annual report, with audited financial statements, due 60, 75 or 90 days after the fiscal year ends depending on company size. See 10-K vs 10-Q.

10-Q. A company’s quarterly report for each of the first three quarters, with unaudited financial statements, due 40 or 45 days after quarter end.

13F-HR. The quarterly holdings report filed by investment managers with $100 million or more in Section 13(f) securities, due 45 days after each quarter ends. It lists the manager’s holdings at quarter end. A “combination report,” also filed as 13F-HR, lists some holdings and says others are reported by another manager. See what is a 13F filing and how to read a 13F.

13F-NT. A 13F notice with no holdings, filed by a manager whose holdings are all reported on another manager’s 13F. It contains only a cover page naming the manager that reports the holdings.

Where the rule comes from

• The SEC’s explanation of CIK and accession numbers.
• Section 16 of the Exchange Act, at 15 U.S.C. 78p, and Rule 16a-1.
• Rule 144 and Rule 13d-1.
• The filer category definitions in Rule 12b-2.
• The SEC’s frequently asked questions about Form 13F.
• The SEC’s Form 8-K, Form 10-K and Form 10-Q.

Examples

Reading an accession number: a Bezos Form 144, 2024. On November 1, 2024, Jeff Bezos filed a Form 144 for Amazon stock with accession number 0001950047-24-008052. The first ten digits, 0001950047, are the CIK of the entity that submitted it, which is a different number from Amazon’s CIK (1018724, visible in the link) and Bezos’s own CIK (1043298). The “24” is the year, and 008052 is that submitter’s running count. Knowing the pattern lets you tell at a glance when a filing was made and who sent it in.

Schedule 13G versus 13D in practice: Twitter, 2022. On April 4, 2022, Elon Musk reported his Twitter stake on a Schedule 13G, the short form for passive investors. The next day he filed a Schedule 13D, the long form for owners who may seek influence, as Cooley recounted when the SEC later sued him over the timing of the report. The switch shows how much the choice of form says about an investor’s intentions.

Explain it like I’m 13

The SEC’s filing system is like a giant school library where every public company has to put its homework. Each company gets a library card number (its CIK), and every piece of homework gets a stamp with its own serial number (the accession number).

The different forms are like different kinds of assignments. A Form 4 is a quick note about a trade. A 10-K is the big end-of-year project. A 13F is a fund’s list of what it owns. This glossary is the cheat sheet that tells you which is which.

WallStPal explains public filings. Nothing here is investment advice. Editorial policy · Corrections