Questions / How to read a filing
30 terms in public disclosure, in plain English
By OQRO. Published . 4 min read. Last reviewed .
The short answer
These are 30 terms that appear in insider, Congress, fund, contract and lobbying filings, each defined in plain English from the official rule or form that uses it. They are grouped by the kind of disclosure: insiders, stakes and funds, Congress and officials, contracts, and lobbying.
Insider trading terms
| Term | Plain meaning, and where it comes from |
|---|---|
| Insider | For Section 16, a director, an officer, or an owner of more than 10 percent of a class of a company's registered stock (Section 16) |
| Officer | The president, principal financial and accounting officers, vice-presidents in charge of a principal unit, and others performing policy-making functions (Rule 16a-1(f)) |
| Form 3 | An insider's first report of holdings, due within 10 days of becoming an insider (SEC bulletin) |
| Form 4 | A report of a transaction, due within two business days (SEC bulletin) |
| Form 5 | A year-end report, generally due 45 days after fiscal year end, for items not reported earlier (SEC bulletin) |
| Transaction code | A letter on Form 4 for the type of transaction: P purchase, S sale, A grant, M exercise, F tax or exercise payment, G gift (SEC bulletin) |
| Direct or indirect ownership | Whether shares are held in the insider's own name or another way, such as a trust (Form 4) |
| Rule 10b5-1 plan | A written plan, contract or instruction adopted while unaware of material nonpublic information, which can be a defense (SEC fact sheet) |
| Cooling-off period | The wait before a plan can trade: for directors and officers the later of 90 days or two business days after results, up to 120 days (SEC fact sheet) |
| Short-swing profit | Profit from a purchase and sale within less than six months, recoverable by the company (Section 16(b)) |
Stakes and fund terms
| Term | Plain meaning, and where it comes from |
|---|---|
| Schedule 13D | The report of a stake above 5 percent by an investor that may seek control, due within five business days (Rule 13d-1) |
| Schedule 13G | The short-form report of a stake above 5 percent by passive or institutional holders (SEC fact sheet) |
| Form 13F | A quarterly list of long positions in listed equities by managers with $100 million or more, due 45 days after quarter end (Rule 13f-1) |
| Short interest | Short positions in a security reported to FINRA by broker-dealers (FINRA) |
Congress and officials terms
| Term | Plain meaning, and where it comes from |
|---|---|
| STOCK Act | The 2012 law that requires reports of covered transactions within 30 days of notice and never later than 45 days after (Public Law 112-105) |
| Periodic transaction report | The report of a purchase, sale or exchange above $1,000 by a member, spouse or dependent child (House form) |
| Value category | The range, from $1,001-$15,000 to over $50,000,000, ticked for a transaction instead of an exact amount (House form) |
| Qualified blind trust | A trust certified by the Office of Government Ethics, with an independent trustee and a model document (5 CFR 2634.402) |
| OGE Form 278e | The executive-branch public financial disclosure report (OGE guide) |
| OGE Form 278-T | The executive-branch periodic transaction report (OGE guide) |
| Executive order | A numbered document through which the President manages the operations of the government (National Archives) |
Contract and lobbying terms
| Term | Plain meaning, and where it comes from |
|---|---|
| Obligation | A binding agreement that will result in payments, now or later (USAspending glossary) |
| Potential award amount | The total that could be obligated if the base and all options are exercised (USAspending glossary) |
| Modification number | The identifier of a later change to an initial award (USAspending glossary) |
| UEI | The Unique Entity Identifier created in SAM.gov for a registered business (USAspending glossary) |
| Prime recipient | The entity that receives funds directly from the federal government (USAspending glossary) |
| LD-1 | A lobbyist's registration, within 45 days of first contact or hiring (2 U.S.C. 1603) |
| LD-2 | The quarterly lobbying activity report, due 20 days after quarter end (2 U.S.C. 1604) |
| LD-203 | The semiannual report of certain contributions (2 U.S.C. 1604) |
| FARA | The law requiring certain agents of foreign principals to disclose their relationship and activities (Justice Department) |
Which terms get confused most?
The first pair is Form 4 and Form 144: a Form 4 reports a transaction that happened, and a Form 144 announces a proposed sale under Rule 144 (see how to read a Form 144). The second is a 13D and a 13F: the first reports one stake in one company, the second lists a manager's holdings at a quarter end. The third is obligated and potential value: the first is what the government has committed, the second a ceiling.
What does "material nonpublic information" mean?
The term appears in Rule 10b5-1, which says a trade is on the basis of such information if the person was aware of it when trading. We did not read a full definition of the term in the sources used here, so we do not define it. For the rule's text and its limits, see is it legal for a CEO to sell shares before bad news.
What this does not tell you
A glossary entry gives a meaning, not a reading of any filing. The definitions here are short summaries and the official text controls. For one company, the insider trades page and the institutions page apply these terms to real filings, each linked to the official record.
Sources
- Section 16 of the Securities Exchange Act, 15 U.S.C. 78p (Cornell Legal Information Institute copy) (opened October 10, 2026)
- Rule 16a-1, 17 CFR 240.16a-1 (Cornell Legal Information Institute copy) (opened October 10, 2026)
- SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (opened October 10, 2026)
- SEC Form 4 and its general instructions (opened October 10, 2026)
- SEC fact sheet: Rule 10b5-1, insider trading arrangements and related disclosure (opened October 10, 2026)
- Rule 13d-1, 17 CFR 240.13d-1 (Cornell Legal Information Institute copy) (opened October 10, 2026)
- SEC fact sheet: Modernization of beneficial ownership reporting (opened October 10, 2026)
- Rule 13f-1, 17 CFR 240.13f-1 (Cornell Legal Information Institute copy) (opened October 10, 2026)
- FINRA: Equity Short Interest Data (opened October 10, 2026)
- STOCK Act, Public Law 112-105 (text) (opened October 10, 2026)
- House Ethics Committee, Periodic Transaction Report form and instructions (opened October 10, 2026)
- 5 CFR 2634.402, qualified trusts: definitions (Cornell Legal Information Institute copy) (opened October 10, 2026)
- OGE: Public Financial Disclosure Guide (OGE Form 278e and 278-T) (opened October 10, 2026)
- National Archives: FAQ about executive orders (opened October 10, 2026)
- USAspending API: glossary of terms (opened October 10, 2026)
- 2 U.S.C. 1603, registration of lobbyists (Cornell Legal Information Institute copy) (opened October 10, 2026)
- 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (opened October 10, 2026)
- Foreign Agents Registration Act, US Department of Justice (fara.gov) (opened October 10, 2026)
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This explains public filings in plain words. It is not legal or investment advice. Corrections: contact page.