[{"data":1,"prerenderedAt":348},["ShallowReactive",2],{"doc-fundamentals/insider-roles":3},{"id":4,"title":5,"appLink":6,"body":7,"category":331,"description":332,"extension":333,"level":334,"meta":335,"navigation":336,"next":337,"path":338,"related":339,"seo":342,"stem":343,"tags":344,"__hash__":347,"_path":338},"docs/docs/fundamentals/insider-roles.md","Insider Roles: Officers, Directors, and 10% Owners","/insiders-person-search",{"type":8,"value":9,"toc":318},"minimark",[10,14,25,30,33,37,105,108,112,115,118,128,131,135,138,141,155,158,162,165,168,194,197,201,215,223,227,233,239,245,249,292,296,304,311],[11,12,5],"h1",{"id":13},"insider-roles-officers-directors-and-10-owners",[15,16,17],"blockquote",{},[18,19,20,24],"p",{},[21,22,23],"strong",{},"Educational content:"," This page explains SEC insider classifications. It is not investment advice or a recommendation to buy or sell securities. All trading has risk. Past results do not guarantee future results.",[26,27,29],"h2",{"id":28},"who-counts-as-a-corporate-insider","Who counts as a corporate insider?",[18,31,32],{},"Section 16 of the Securities Exchange Act names three groups. Officers run the company day to day. Directors sit on the board and oversee management. A 10% owner is any person or entity with beneficial ownership of more than 10% of a registered class of the company's equity. All three must report ownership changes on a Form 4 by the end of the second business day after the transaction. Each Form 4 has check boxes for these roles, and one person can check more than one.",[26,34,36],{"id":35},"the-three-groups","The three groups",[38,39,40,59],"table",{},[41,42,43],"thead",{},[44,45,46,50,53,56],"tr",{},[47,48,49],"th",{},"Role",[47,51,52],{},"Who it covers",[47,54,55],{},"What the role sees",[47,57,58],{},"Typical holding source",[60,61,62,77,91],"tbody",{},[44,63,64,68,71,74],{},[65,66,67],"td",{},"Officer",[65,69,70],{},"CEO, CFO, COO, CTO, president, principal accounting officer, general counsel, and other policy-making officers",[65,72,73],{},"Operations, financial results before release, product plans, staffing",[65,75,76],{},"Salary-linked equity grants",[44,78,79,82,85,88],{},[65,80,81],{},"Director",[65,83,84],{},"Board members, both independent and inside",[65,86,87],{},"Strategy, board discussion, M&A talks, management succession",[65,89,90],{},"Smaller annual board grants",[44,92,93,96,99,102],{},[65,94,95],{},"10% owner",[65,97,98],{},"Institutions, funds, activists, founders, family trusts, strategic partners",[65,100,101],{},"Varies from nothing beyond public data to full board access",[65,103,104],{},"A purchased or founding stake",[18,106,107],{},"The SEC defines \"officer\" by function, not by title. A person with policy-making authority files, even without a C-suite title.",[26,109,111],{"id":110},"officers","Officers",[18,113,114],{},"Officers hold the most detailed view of the business. They see the sales numbers, the cost pressures, and the product schedule before anyone outside the company does.",[18,116,117],{},"Officers also receive most of their pay in company stock. That produces two effects worth holding in mind:",[119,120,121,125],"ul",{},[122,123,124],"li",{},"An officer already holds a concentrated position, so a purchase adds to an exposure that is already large.",[122,126,127],{},"An officer who sells often does so to reduce that concentration, to pay tax on a vest, or to fund a personal cost.",[18,129,130],{},"The pattern across time carries more information than a single row. A first open market purchase after years of only grants and sales is a change in behaviour. So is a stop in a regular quarterly pattern.",[26,132,134],{"id":133},"directors","Directors",[18,136,137],{},"Directors meet on a schedule, usually each quarter, and set strategy rather than run operations. They see the board materials, the succession plans, and the M&A discussions. They do not see the weekly sales figures.",[18,139,140],{},"Two director types appear on filings:",[119,142,143,149],{},[122,144,145,148],{},[21,146,147],{},"Independent directors"," have no other financial tie to the company. Their board pay and their shares are the whole relationship.",[122,150,151,154],{},[21,152,153],{},"Inside directors"," also work at the company. A CEO who sits on the board checks both the director box and the officer box.",[18,156,157],{},"New directors often buy shares soon after they join. Many boards require a minimum holding, so an early purchase reflects the policy rather than a view of the price.",[26,159,161],{"id":160},"_10-owners","10% owners",[18,163,164],{},"This group is the least uniform. A 10% owner can be an index fund that never speaks to management, or an activist that holds two board seats and drives the strategy.",[18,166,167],{},"Read the name before you read the trade:",[119,169,170,176,182,188],{},[122,171,172,175],{},[21,173,174],{},"Activist funds"," buy to push for a change. Their filings often run alongside a 13D and a public letter.",[122,177,178,181],{},[21,179,180],{},"Founders"," sell across years to diversify. A steady programme is normal. A change in the pace is the part to notice.",[122,183,184,187],{},[21,185,186],{},"Strategic partners",", such as a supplier or a distributor with a stake, change their holding when the business relationship changes.",[122,189,190,193],{},[21,191,192],{},"Passive institutions"," trade to hold their target weight in a portfolio.",[18,195,196],{},"A 10% owner also files a Schedule 13D or 13G, which states the purpose of the stake. That document tells you which kind of holder you are reading.",[26,198,200],{"id":199},"how-the-role-appears-on-a-filing","How the role appears on a filing",[18,202,203,204,209,210,214],{},"The reporting person section of the Form 4 holds four check boxes: Director, Officer, 10% Owner, and Other. An officer also writes the title. In Profitelligence, the role sits next to each transaction on the company filing page, such as ",[205,206,208],"a",{"href":207},"/form4/aapl/","Apple"," or ",[205,211,213],{"href":212},"/form4/msft/","Microsoft",", and you can filter the list by role.",[18,216,217,218,222],{},"The ",[205,219,221],{"href":220},"/insider/","insider directory"," works the other way round. It follows one person across every company where that person files, so you can see a director who sits on four boards in one view.",[26,224,226],{"id":225},"common-misreadings","Common misreadings",[18,228,229,232],{},[21,230,231],{},"\"Every insider sale is a warning.\""," Officers hold concentrated positions and sell for tax, diversification, and personal reasons. The pace and the size against the position carry more information than the fact of a sale.",[18,234,235,238],{},[21,236,237],{},"\"Director trades matter more than officer trades.\""," The two groups see different things. Officers hold operational detail. Directors hold the strategic view. Neither view is complete.",[18,240,241,244],{},[21,242,243],{},"\"A 10% owner always knows something.\""," Many are passive funds that trade to a target weight. Check who the holder is and read the Schedule 13D or 13G.",[26,246,248],{"id":247},"questions-to-ask-about-any-insider","Questions to ask about any insider",[250,251,252,258,264,270,276],"ol",{},[122,253,254,257],{},[21,255,256],{},"Which boxes did the person check?"," Dual roles mean a wider view of the company.",[122,259,260,263],{},[21,261,262],{},"How long has the person held the role?"," A new appointment changes what the person knew at the transaction date.",[122,265,266,269],{},[21,267,268],{},"How does this trade compare to that person's history?"," Size, direction, and frequency all shift.",[122,271,272,275],{},[21,273,274],{},"Did other insiders file in the same window?"," Several people acting at once is a different picture from one person acting alone.",[122,277,278,281,282,286,287,291],{},[21,279,280],{},"What else was the company reporting?"," The ",[205,283,285],{"href":284},"/8k/msft/","8-K history"," and the ",[205,288,290],{"href":289},"/financials/msft/","financial statements"," sit alongside the Form 4 record.",[26,293,295],{"id":294},"next-steps","Next steps",[18,297,298,299,303],{},"Read ",[205,300,302],{"href":301},"/docs/fundamentals/transaction-timing","Transaction Timing"," for blackout windows, Rule 10b5-1 plans, and the calendar around insider trades.",[18,305,298,306,310],{},[205,307,309],{"href":308},"/docs/fundamentals/form-4-explained","Form 4 Explained"," for the structure of the filing.",[18,312,313,314,317],{},"Open the ",[205,315,316],{"href":6},"Insider Person Search"," to track one insider across every company.",{"title":319,"searchDepth":320,"depth":320,"links":321},"",2,[322,323,324,325,326,327,328,329,330],{"id":28,"depth":320,"text":29},{"id":35,"depth":320,"text":36},{"id":110,"depth":320,"text":111},{"id":133,"depth":320,"text":134},{"id":160,"depth":320,"text":161},{"id":199,"depth":320,"text":200},{"id":225,"depth":320,"text":226},{"id":247,"depth":320,"text":248},{"id":294,"depth":320,"text":295},"fundamentals","The three groups that must file Form 4, what each one knows about the company, and how to tell them apart on a filing","md","beginner",{},true,"fundamentals/transaction-timing","/docs/fundamentals/insider-roles",[340,341,337],"fundamentals/form-4-explained","fundamentals/insider-transaction-types",{"title":5,"description":332},"docs/fundamentals/insider-roles",[345,346,331,110,133],"insider-trading","form-4","MiA2FJSKYe53pL66QR7B3pj2Nwfyqe1ABlRsQqNvsXE",1785812714908]