Methodology

How InsiderGauge reads Form 4 filings

Where the data comes from, how often it updates and the rules behind every buy, sell and cluster on the site.

Source

Every transaction comes from a Form 4 or Form 4/A filed with the U.S. Securities and Exchange Commission and published on SEC EDGAR. Officers, directors and owners of more than 10% of a company's stock must file a Form 4 within two business days of a trade. Each row on the site links to the filing it was read from.

Update cycle

  • EDGAR's feed of new filings is checked every 10 minutes, around the clock.
  • Every morning from Tuesday to Saturday, EDGAR's daily indexes for the last three days are read again, so a filing the feed missed is still picked up.
  • InsiderGauge identifies itself to EDGAR and makes at most 8 requests per second, within the SEC fair access policy.

Buys and sells

A buy is an open-market or private purchase (transaction code P) and a sell is an open-market or private sale (code S). Company, insider and listing pages, cluster buys and alerts count only the filing's non-derivative table: the shares themselves, not options or other derivatives. Awards, option exercises, tax withholding, gifts and other codes are never counted as buying or selling.

Values

A transaction's value is the number of shares times the price per share reported on the filing. When the filing gives no price, the value is unknown and shown as such, never as zero. Prices are taken as filed, including weighted averages the filer reports for several trades.

Roles

Roles come from the relationship boxes the filer ticks and the officer title. A filer with several roles is shown under one, in this order: officer (the officer box or any officer title), director, 10% owner, other. Officers whose title names a chief officer (CEO, CFO and the like) or a president are marked as C-suite.

Amendments

A Form 4/A replaces the filing it amends. Once an amendment arrives, the original filing's transactions no longer count toward totals, clusters or alerts.

Cluster buys

A cluster buy is two or more different insiders buying the same company's stock (non-derivative purchases, code P) with trade dates within 14 calendar days. Insiders are told apart by their SEC CIK number, or by name when a filing gives none. The cluster buys page, the cluster badge and Telegram alerts use this rule; a signed-in user can narrow their own Clusters view.

Rule 10b5-1 plans

Filings since April 2023 carry a checkbox for trades made under a Rule 10b5-1 trading plan, which are scheduled in advance. Company and insider pages show whether each filing ticked it.

History

Recent filings come from the live feed above. In company pages and the transaction ledger, older transactions come from the SEC Insider Transactions Data Sets, which the SEC publishes each quarter, and reach back about three years. Insider pages, cluster buys and weekly reports cover the recent filings only, at least the last 120 days.

Company details

Sector, industry, market capitalisation and the latest share price come from a third-party market data provider, not from the SEC, and are refreshed continuously. They can lag or be missing for small or delisted companies.

Limits

Filings are shown as filed: a mistake on a filing appears here until the filer corrects it with an amendment. Filings made late reach the site late. Nothing on the site is investment advice; see the risk disclaimer. To report an error, write to support@insidergauge.com.