# OQRO: guides and articles in full > The complete text of the free guides and blog articles at https://oqro.io/learn, in one file, for reading by AI assistants and people. OQRO (https://oqro.io) reads US public-market filings (SEC Forms 4, 144 and 13F, Schedules 13D and 13G, House and Senate periodic transaction reports, USAspending contract awards) and links each record to the official filing. Nothing here is investment advice. Contact for corrections: contact@oqro.io. Short index: https://oqro.io/llms.txt. Questions grouped by topic: https://oqro.io/answers --- # What is an SEC Form 4? URL: https://oqro.io/learn/form-4 Reader task: Read an insider trade. Updated: 2026-10-08. Author: OQRO. Short answer: Form 4 is the filing that officers, directors and owners of more than 10% of a US-listed company must send to the SEC within two business days after they buy, sell or otherwise change their holding of the company's stock. Official source: SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf) ## Who has to file one The people the law calls insiders: a company's officers, its directors and anyone who owns more than 10% of a class of its registered shares. The rule comes from Section 16 of the Securities Exchange Act of 1934. ## When it is filed Within two business days of the transaction, which makes it one of the fastest public disclosures in finance. By the time you read a Form 4, the trade is usually a few days old. ## What it shows - Who traded, their role, and which company - The date, the number of shares and the price per share - A one-letter code for what kind of transaction it was, such as P for an open-market purchase and S for an open-market sale - How many shares the person owns afterwards, and whether they hold them directly or through a trust or family member - Footnotes, including whether a sale was made under a pre-arranged plan ## How to read it Most lines on a Form 4 are routine: stock awards, option exercises and shares withheld to pay taxes. They are not a view on the company. The lines that carry a choice are the open-market purchase, where someone spent their own cash at the market price, and the open-market sale. A sale says less than a purchase. Insiders sell for many reasons, and a filing tells you what happened, never why. ## What OQRO does with it Every insider purchase and sale on OQRO comes from a Form 4. OQRO separates open-market purchases and sales from the routine lines, marks sales whose footnotes say they followed a plan set up in advance, withholds prices that look like typing errors in the filing, and links each line to the original document on sec.gov. ## A real example NVIDIA Corporation, Form 4 filed 23 January 2026 by Ajay K. Puri, an executive vice president, for a sale on 21 January 2026. - Table I has one transaction row: common stock, code S (sale), 200,000 shares disposed of at a price of 180.0358 a share. - Footnote 2 explains the price: it is a weighted average, and the shares were sold at prices from $180.000 to $180.170. - After the transaction the form lists 3,618,547 shares owned, held indirectly by a trust of which the reporting person is trustee (footnote 3). Two further holdings are listed as positions, not trades: 556,232 shares held directly and 46,360 shares held by a children's trust. - The Rule 10b5-1 box at the top is ticked, and footnote 1 says the sale was made under a plan adopted on 19 September 2025. - The sale was on a Wednesday and the form was filed on the Friday, the second business day, which is the deadline. Read in this order: who and which company, then the code and the date, then the footnotes. Here the footnotes carry more than the table does: they say the price is an average, that the plan was set months earlier, and whose name the shares are held in. The form shows what was sold and under what arrangement. It does not show why. The record: NVIDIA Form 4, accession 0001347842-26-000004 (filing index on sec.gov) (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm), opened 2026-10-08. ## Common mistakes - Treating every row as a trade in the market. The form carries grants (A), tax withholding (F), option exercises (M), gifts (G) and others, each with its own code; only P and S are purchases and sales. - Skipping the footnotes. The Rule 10b5-1 box and the plan adoption date are stated there, as the form's own instructions require, and so is whether shares are held directly or through a trust. - Reading a weighted-average price as the price of one trade. When a footnote says shares were sold at prices within a range, the figure in the table is the average of several fills. - Adding the holdings rows to the transaction. "Shares owned following" and the extra holdings listed under the table are positions, not trades. - Looking in Table I for an option exercise. Derivative securities (options, warrants, convertibles) are reported in Table II; the shares received show up in Table I. ## Sources - SEC Form 4 (the form itself) (https://www.sec.gov/files/form4.pdf) - Rule 16a-3, reports of changes in beneficial ownership (https://www.law.cornell.edu/cfr/text/17/240.16a-3) - Section 16 of the Securities Exchange Act (15 U.S.C. 78p) (https://www.law.cornell.edu/uscode/text/15/78p) --- # What is an insider's open-market purchase? URL: https://oqro.io/learn/open-market-purchase Reader task: Read an insider trade. Updated: 2026-10-08. Author: OQRO. Short answer: An open-market purchase is when an insider buys shares of their own company on the stock market, with their own money, at the market price. Official source: Form 4, General Instruction 8: the transaction codes (https://www.sec.gov/files/form4.pdf) ## What counts It is code P on a Form 4. The insider chose to spend cash, on a day of their own choosing, at whatever price the market offered. ## What does not count - Stock awards and grants that the company gives - Shares received by exercising options - Shares bought through a company savings or stock-purchase plan - Shares kept back to pay taxes ## Why it gets attention Insiders sell for many reasons, some of them unrelated to the company. They buy with their own money far less often, so a purchase is rarer. A filing shows what happened, never why. ## What it does not tell you A purchase is a person's decision on a given day. It does not say where the stock will go. OQRO measures what happened after each purchase against the S&P 500, and publishes it, including the many that finished behind the market. ## A real example Universal Technical Institute, Form 4 filed 30 September 2026 by Robert T. DeVincenzi, a director, for a purchase on 28 September 2026. - One row in Table I: common stock, code P, 1,000 shares acquired (A) at a price of $19.6775, held directly, with 153,330 shares owned afterwards. - The footnote says the price is a weighted average of purchases made at prices from $19.505 to $19.85. - The Rule 10b5-1 box is not ticked. The form lists his role as director, not officer and not 10% owner. - 1,000 shares at $19.6775 is $19,677.50 (simple multiplication of two figures on the form). This is what a plain open-market purchase looks like on the form: one P row, a price, and no plan. The form shows the size and the date. It does not show the reason, and one purchase of this size is a single data point rather than a pattern. The record: Universal Technical Institute Form 4, accession 0001193125-26-409200 (filing index on sec.gov) (https://www.sec.gov/Archives/edgar/data/1261654/000119312526409200/0001193125-26-409200-index.htm), opened 2026-10-08. ## Common mistakes - Counting any acquisition as a purchase. A grant or award is code A, an option exercise is M, and shares received in a gift are G. Only code P is a purchase, and the form's wording is "open market or private purchase", so P alone does not prove the shares were bought on an exchange. - Ignoring who bought. The form states whether the filer is a director, an officer or a 10% owner, and whether the shares are held directly or indirectly. - Reading a price footnote as an error. A weighted-average price with a stated range is the filer's way of reporting several fills at once. - Comparing a purchase of 1,000 shares with one of 100,000 as if size were not on the form. The share count and price are both reported, and the product of the two is the amount. ## Sources - SEC Form 4 (https://www.sec.gov/files/form4.pdf) - Rule 16a-3, reports of changes in beneficial ownership (https://www.law.cornell.edu/cfr/text/17/240.16a-3) --- # What is a Rule 10b5-1 trading plan? URL: https://oqro.io/learn/rule-10b5-1 Reader task: Read an insider trade. Updated: 2026-10-08. Author: OQRO. Short answer: A Rule 10b5-1 plan is a trading schedule an insider sets up in advance, so that later trades follow the plan and are not judged on what the insider knew on the day. Official source: SEC fact sheet on the 2022 amendments to Rule 10b5-1 (Release 33-11138) (https://www.sec.gov/files/33-11138-fact-sheet.pdf) ## How it works Insiders are not allowed to trade while they hold important information the public does not have. Rule 10b5-1 gives them a way to keep selling or buying: if they set up a written plan while they had no such information, trades made under that plan are protected against insider-trading claims. The plan states the amounts and the dates, or a formula that decides them, and then the trades happen automatically. ## The rules got stricter in 2023 Changes that took effect in 2023 added a waiting period before the first trade: for directors and officers, the later of 90 days after the plan is adopted or two business days after the company reports results for that quarter, up to 120 days. For other people the wait is 30 days. They also require good faith, limit overlapping plans and ask directors and officers to certify they had no such information when they adopted the plan. ## How it shows up in filings Since April 2023 a Form 4 has a box that says whether the trade was made under a Rule 10b5-1 plan, and filers often add a footnote about it. OQRO reads the footnotes, and treats a sale whose footnote mentions a Rule 10b5-1 or pre-arranged plan as set up in advance. ## Why it matters when you read a sale A sale under a plan was decided months earlier, so it says little about what the person thinks today. An unplanned sale is a choice made on the day. That is why OQRO leads with the unplanned ones and keeps planned and automatic sales in their own view. ## A real example The same NVIDIA sale, followed from the Form 4 to the company's quarterly report. - The Form 4 (sale on 21 January 2026) says in footnote 1 that it was made under a plan adopted on 19 September 2025, 124 days earlier. - NVIDIA's Form 10-Q for the quarter ended 26 October 2025, filed 19 November 2025, lists the same adoption in Item 5 (Other Information): Ajay Puri, EVP Worldwide Field Operations, adopted 19 September 2025, up to 1,000,000 shares, expiring 24 June 2026. - So the sale of 200,000 shares in January is one of the sales the plan allowed, and both filings can be checked against each other on sec.gov. Since 2023 a plan leaves a trail in three places: the Form 4 box and footnote, the company's quarterly disclosure of plan adoptions by directors and officers, and the cooling-off rule that keeps a first trade away from the adoption date. A sale under a plan was decided at adoption, not on the day it appeared. The record: NVIDIA Form 4, accession 0001347842-26-000004 (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm), opened 2026-10-08. The record: NVIDIA Form 10-Q for the quarter ended 26 October 2025 (Item 5) (https://www.sec.gov/Archives/edgar/data/1045810/000104581025000230/nvda-20251026.htm), opened 2026-10-08. ## Common mistakes - Calling a planned sale "a decision made on the day". The plan fixes the terms when it is adopted; the date to look at is the adoption date, given in the Form 4 footnote and in the company's quarterly report. - Assuming the same waiting time applies to everyone. For directors and officers the cooling-off period is the later of 90 days after adoption or two business days after the quarterly or annual report for that quarter, capped at 120 days; for other persons it is 30 days. - Treating the box as proof that a plan is clean. The box says the filer intended the transaction to meet the rule's conditions; whether it does is a legal question the form does not answer. - Assuming the rule is new. Rule 10b5-1 dates from 2000; what changed in 2022 and 2023 is the waiting period, the good-faith condition, the limits on overlapping plans, the checkbox on Forms 4 and 5 and the quarterly disclosure. ## Sources - Rule 10b5-1, trading on the basis of material nonpublic information (https://www.law.cornell.edu/cfr/text/17/240.10b5-1) - SEC Form 4 (https://www.sec.gov/files/form4.pdf) --- # What is an SEC Form 144? URL: https://oqro.io/learn/form-144 Reader task: Read an insider trade. Updated: 2026-10-08. Author: OQRO. Short answer: Form 144 is a notice that a company insider plans to sell shares. It is filed when the sell order is placed, so it announces a planned sale and does not prove that the sale took place. Official source: SEC Form 144 (https://www.sec.gov/files/form144.pdf) ## Who has to file one Insiders and large holders, called affiliates, who sell restricted or control shares under Rule 144. A notice is required when the sale is more than 5,000 shares or more than $50,000 in any three-month period. ## When it is filed At the same time as the sell order is given to the broker. That is why it comes before the sale, unlike a Form 4, which comes after. Since April 2023 it is filed electronically on EDGAR, so it can be read the same day. ## What it shows - The seller, their relationship to the company and the company's name - How many shares are to be sold and their approximate market value - The approximate date of the sale and the broker - What the person has already sold in the past three months ## How to read it A planned sale may be completed in parts, later than stated, or not at all. When it is completed, the sale shows up in a Form 4 within two business days. The Form 144 is the early warning and the Form 4 is the result. Many planned sales follow a trading plan set up long before, so they say little about what the seller thinks today. ## What OQRO does with it OQRO shows these as planned sales, kept apart from completed sales so the two are never mixed up, and links each one to the notice on sec.gov. ## A real example Two Form 144 notices filed on 30 September 2026, one with a Rule 10b5-1 plan date and one without. - Cognizant Technology Solutions: notice by Alina Kerdman, an officer, to sell 139 shares of common stock, aggregate market value 7,900.76, approximate sale date 30 September 2026, through Morgan Stanley Smith Barney. The shares were acquired on 1 July 2026 as restricted stock units. The form lists three sales in the past three months (134, 144 and 137 shares) and a plan adoption date of 19 August 2025. - Kestra Medical Technologies: notice by Raymond W. Cohen, an officer, to sell 3,330 shares, aggregate market value 97,503.90, approximate sale date 30 September 2026, through Merrill Lynch. The shares were acquired on 4 September 2026 by RSU vesting. The form lists no sales in the past three months and no plan adoption date. A Form 144 is a notice that a sale is about to happen, with a market value as of a date shortly before the filing. It carries the facts a Form 4 later confirms (shares, date, seller) plus two that a Form 4 does not: the broker and how the shares were acquired. The record: Cognizant Form 144, accession 0001950047-26-009888 (https://www.sec.gov/Archives/edgar/data/1058290/000195004726009888/0001950047-26-009888-index.htm), opened 2026-10-08. The record: Kestra Medical Technologies Form 144, accession 0001964306-26-000458 (https://www.sec.gov/Archives/edgar/data/1258288/000196430626000458/0001964306-26-000458-index.htm), opened 2026-10-08. ## Common mistakes - Reading a Form 144 as a completed sale. The form is a notice, filed when the sell order is placed, and it gives an approximate date of sale. The completed sale is reported on Form 4. - Treating the aggregate market value as proceeds. The form defines it as the value of the securities to be sold as of a date within 10 days before the filing. - Expecting every sale to have one. Rule 144 requires the notice when sales in any three months exceed 5,000 shares or $50,000 in aggregate sale price; smaller sales may not need it. - Reading a blank plan field as a statement. Where the form asks for a plan adoption date, a filer who is not relying on Rule 10b5-1 leaves it empty, as the Kestra notice does. ## Sources - SEC Form 144 (the form itself) (https://www.sec.gov/files/form144.pdf) - Rule 144, sales of restricted and control securities (https://www.law.cornell.edu/cfr/text/17/230.144) --- # What is the STOCK Act? URL: https://oqro.io/learn/stock-act Reader task: Read a Congress disclosure. Updated: 2026-10-08. Author: OQRO. Short answer: The STOCK Act is a 2012 US law that requires members of Congress, and some senior staff, to publicly report their stock trades, and those of their spouse and dependent children, within 45 days. Official source: House Periodic Transaction Report form and instructions (House Ethics Committee) (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) ## What it requires Members of the House and Senate must report every purchase, sale or exchange of a security worth more than $1,000, including trades in the account of a spouse or a dependent child. The report is called a Periodic Transaction Report, or PTR. The Act did not create financial disclosure in Congress. It took the annual disclosure that already existed under the Ethics in Government Act of 1978, added a running report for individual trades, and put the filings on the internet in a searchable form. ## The 45-day rule, exactly The deadline is two deadlines, and the earlier one wins: a trade must be reported within 30 days of the member being notified of it, and in no case later than 45 days after the trade itself. A member who places their own order knows on day one, so for them the 30-day clock is the real one. The 45-day backstop exists for trades a member learns about late, typically in an account managed by someone else or by a spouse. Nothing in the rule requires an announcement before the trade, and nothing requires a member to say why. By the time a PTR appears, the trade is between a few days and a month and a half old, and the price has already moved. ## Amounts are ranges A PTR never gives an exact figure. The filer ticks a band, and the bands are fixed: $1,001 to $15,000, then $15,001 to $50,000, $50,001 to $100,000, $100,001 to $250,000, and upward in the same way to a top band of over $50,000,000. A band is not a number. The midpoint of a band is an invention, and adding midpoints up produces a total that was never filed. OQRO keeps every amount as the band the filer chose. ## Late filings The House's own periodic transaction report form says a $200 penalty is assessed on anyone who files more than 30 days late, and the House Ethics Committee publishes a form for asking to have a late fee waived. The fee is small, and the filing itself shows the delay: the trade date and the filing date are both on the report. OQRO measures the gap and lists reports disclosed more than 45 days after the trade in their own view. ## How to read it A PTR says what was traded, in which account, in which band, and on which day. It does not say who made the decision. A trade in a spouse's managed account and a trade a member placed themselves look much the same on the form. It is also not evidence that anyone acted on private information. That question belongs to the insider-trading law the STOCK Act confirmed applies to Congress, and answering it takes more than a filing date. ## What OQRO does with it OQRO reads the reports filed with the House Clerk and the Senate, shows each trade with the band exactly as filed, the dates it carries, the committees the member sits on, how late the report was, and a link to the original document. Filings submitted on paper and scanned are not machine-readable and are not included. ## A real example A periodic transaction report filed with the House Clerk on 9 May 2026 by Rep. Cliff Bentz (Oregon, 2nd district). - One transaction row: owner SP (spouse), Intel Corporation common stock (INTC), type S (sale), amount $1,001 - $15,000, in a Charles Schwab SEP-IRA of the spouse. - Transaction date 04/09/2026 (9 April 2026). Notification date 05/04/2026 (4 May). The report is digitally signed 05/09/2026 (9 May). - So the member was notified 25 days after the trade, and the report was filed 30 days after the trade and 5 days after notification. - Under the rule (30 days from notification, and in no case later than 45 days from the transaction) the earlier date is 24 May 2026, after the filing date. The form itself does not say whether a report is late. A report like this is typical of how the law works: the trade is in a spouse's account, the amount is a band rather than a figure, and the gap between trade and filing is measured in weeks. Nothing on the form says who decided the trade. The record: House Clerk PTR, filing ID 20034524 (PDF) (https://disclosures-clerk.house.gov/public_disc/ptr-pdfs/2026/20034524.pdf), opened 2026-10-08. ## Common mistakes - Using the midpoint of an amount band as the amount. The official bands run $1,001-$15,000, $15,001-$50,000, $50,001-$100,000, $100,001-$250,000, $250,001-$500,000, $500,001-$1,000,000, $1,000,001-$5,000,000, $5,000,001-$25,000,000, $25,000,001-$50,000,000 and over $50,000,000. - Counting from the wrong date. The deadline is 30 days after the member is notified and in no case later than 45 days after the transaction; the form carries both dates, and the House Ethics Committee publishes a calculator. - Assuming the member made the trade. The form has an owner column for the member, a spouse (SP), a dependent child (DC) or a joint account (JT). - Assuming a late fee applies to every late report. The House's form says a $200 penalty is assessed on anyone who files more than 30 days late. - Treating the report as a Senate document. House reports are on the Clerk's site; Senate reports are filed through the Senate's own electronic filing system. ## Sources - STOCK Act, Public Law 112-105 (Congress.gov) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm) - House financial disclosure reports (https://disclosures-clerk.house.gov/FinancialDisclosure) - Senate electronic financial disclosures (https://efdsearch.senate.gov/search/) --- # What is an SEC Form 13F? URL: https://oqro.io/learn/form-13f Reader task: Read a fund filing. Updated: 2026-10-08. Author: OQRO. Short answer: Form 13F is the quarterly report in which investment managers that oversee $100 million or more list the US-listed stocks and some other securities they held on the last day of the quarter. Official source: SEC Form 13F and its instructions (https://www.sec.gov/files/form13f.pdf) ## Who has to file one Institutional investment managers, such as hedge funds, mutual fund companies, banks and pension managers, that have investment discretion over at least $100 million in the securities the SEC lists for this purpose. The rule comes from Section 13(f) of the Securities Exchange Act. ## When it is filed Within 45 days after the end of each calendar quarter. That means roughly mid-February, mid-May, mid-August and mid-November, so the picture is always at least a month and a half old. ## What it shows - Each position the manager held at the end of the quarter: the company, the type of share, the number of shares and their value - Certain options and convertible bonds that relate to those stocks ## What it does not show - Short positions, most bonds, cash and shares of companies outside the US - What the manager traded during the quarter, or when a position was bought - Positions the manager asked the SEC to keep confidential for a time ## How to read it It is a snapshot of one day, published weeks later. A stock that appears can be part of a hedge, and a stock that disappears may have been sold at any point in the quarter. Comparing two quarters shows what changed, not why. ## What OQRO does with it OQRO compares each tracked fund's report with its previous one to show new, added, trimmed and closed positions, and adds up every filer's holdings in a company. Each figure links to the filing. ## A real example Berkshire Hathaway Inc., Form 13F-HR for the quarter ended 30 June 2026, filed 14 August 2026. - The cover page reports 89 entries with a total value of 299,253,556,246 dollars, in whole dollars, and 14 other included managers. - The information table has 89 rows. The largest single row is American Express common stock: 149,061,045 shares valued at 50,419,898,471 dollars, attributed to other managers 4 and 11. - Several issuers span more than one row because the table splits holdings by the manager that reports them: Apple appears on 12 rows, which together are valued at 65,950,296,923 dollars. - The filing was made 45 days after quarter end (30 June to 14 August) and carries no trade dates: it is a snapshot of what was held on 30 June. The filing says what the manager held at the end of the quarter, not when it bought or sold. Comparing two quarters shows what changed between them, and says nothing about the order or price of the trades that did it. The record: Berkshire Hathaway Form 13F-HR, accession 0001193125-26-352200 (filing index on sec.gov) (https://www.sec.gov/Archives/edgar/data/1067983/000119312526352200/0001193125-26-352200-index.htm), opened 2026-10-08. ## Common mistakes - Treating a 13F as a record of trades. It is a quarter-end snapshot of long positions, filed up to 45 days later, with no trade dates. - Assuming it shows everything the manager owns. Short positions are not reported and are not netted against long ones; shares of non-US-listed securities are not reported; the list of reportable securities is the SEC's official 13(f) list, which is mostly US exchange-traded stocks, closed-end funds and ETFs. - Assuming all small positions are listed. A manager may leave out a position of fewer than 10,000 shares worth less than $200,000 in aggregate. - Reading the largest row as the largest holding. Rows can be split by manager, so add the rows of one issuer before ranking. - Assuming every fund files. The duty falls on managers with discretion over at least $100 million of 13(f) securities. ## Sources - SEC Form 13F (the form itself) (https://www.sec.gov/files/form13f.pdf) - Rule 13f-1, reporting by institutional investment managers (https://www.law.cornell.edu/cfr/text/17/240.13f-1) - SEC answers to common 13F questions (https://www.sec.gov/divisions/investment/13ffaq) --- # Schedule 13D vs Schedule 13G: what is the difference? URL: https://oqro.io/learn/schedule-13d-13g Reader task: Read a fund filing. Updated: 2026-10-08. Author: OQRO. Short answer: A Schedule 13D and a Schedule 13G both disclose beneficial ownership of more than 5% of a US company's voting shares. A 13D is the long form, filed by holders who may seek to influence or control the company, and it must state what they intend to do. A 13G is the short form, open only to passive holders and to certain institutions holding in the ordinary course of business, and it asks no question about intent. Official source: SEC fact sheet on the 2023 amendments to beneficial ownership reporting (Release 33-11253) (https://www.sec.gov/files/33-11253-fact-sheet.pdf) ## What triggers either one Crossing 5% of a class of voting equity securities registered with the SEC. The threshold is beneficial ownership, which counts shares a person can vote or dispose of, including through a group acting together, not only shares held in their own name. The rules come from sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and from Regulation 13D-G. Which form you may use depends on who you are and what you mean to do, not on the size of the stake. ## Who may use the short form - Qualified institutional investors under Rule 13d-1(b): broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, employee benefit plans and similar institutions, when they acquired the shares in the ordinary course of business and not with the purpose of changing or influencing control - Passive investors under Rule 13d-1(c): holders of more than 5% but less than 20% who have no such purpose - Exempt investors under Rule 13d-1(d): holders above 5% who did not get there through an acquisition covered by section 13(d), for example someone who already held the shares before the company registered them ## What a 13D has to say that a 13G does not Item 4 of a Schedule 13D asks for the purpose of the transaction, and for any plan or proposal that would lead to an extraordinary transaction, a sale of assets, a change in the board or management, a change in the charter or bylaws, or a delisting. A 13D also names the source and amount of the funds used, and any contract, arrangement or understanding about the shares. This is why an activist stake arrives as a 13D: the form forces the holder to put their intentions on the record. ## The deadlines, since the 2023 amendments The SEC shortened these deadlines in October 2023. The amendments took effect on February 5, 2024, and the revised Schedule 13G deadlines applied from September 30, 2024. - Schedule 13D: within five business days of crossing 5%. An amendment is due within two business days of a material change - Schedule 13G, passive investors: within five business days of crossing 5% - Schedule 13G, qualified institutional and exempt investors: within 45 days after the end of the calendar quarter in which the stake passed 5%, and, for a qualified institutional investor, within five business days after the end of the month in which it passed 10% - Schedule 13G amendments: within 45 days after the end of a calendar quarter in which a reportable change happened, with faster deadlines once a holder is above 10% ## When a 13G becomes a 13D Eligibility is not permanent. A holder who starts buying with a view to influencing the company, or a passive investor who goes past 20%, loses the short form and has to file a Schedule 13D within five business days of the event that made them ineligible. A 13G filer who switches to a 13D is therefore worth more attention than the stake size alone suggests. ## How to read either one A 13D is a statement of intent, not a plan that has to happen. Holders say they may seek talks with management and then do nothing, and they say nothing and then run a proxy fight. A 13G is a snapshot of a large but ordinary position. An index manager appears on hundreds of them, and its presence says nothing about the company beyond its inclusion in an index. ## What OQRO does with it OQRO lists new stakes from both schedules, keeps them apart so a 13D is never read as passive ownership nor a 13G as activism, shows the percentage as filed and the date the stake was reached, and links the original document on sec.gov. ## A real example Two filings dated 30 September 2026, a Schedule 13G and a Schedule 13D. - Schedule 13G, i3 Verticals: filed by Forager Capital Management and joint filers for 1,106,474 shares of Class A common stock, 6.1% of the class (18,019,748 shares outstanding as of 6 August 2026). The filing is made under Rule 13d-1(c), the passive investor route, and its certification says the shares were not acquired or held to change or influence control of the issuer. Date of event requiring the filing: 1 September 2026. - Schedule 13D, SoundThinking: filed by Transom Capital Public Fund, LP and two joint filers for 153,423 shares, 1.16% of the class. Date of event: 28 September 2026. Item 4 describes a merger agreement signed that day under which a tender offer is to start within 15 business days at $8.00 a share plus a contingent value right of up to $3.00. Item 5 says the filers and other holders may be deemed a group that together holds approximately 34.0%. The two forms answer different questions. The 13G is the short form for a holder who says it has no plan to influence control; the 13D must say what the holder intends in Item 4. The second example also shows that a 13D can be triggered by an arrangement among holders and not only by one holder crossing 5%. The record: i3 Verticals Schedule 13G, accession 0001104659-26-112440 (https://www.sec.gov/Archives/edgar/data/1728688/000110465926112440/0001104659-26-112440-index.htm), opened 2026-10-08. The record: SoundThinking Schedule 13D, accession 0001140361-26-038126 (https://www.sec.gov/Archives/edgar/data/1351636/000114036126038126/0001140361-26-038126-index.htm), opened 2026-10-08. ## Common mistakes - Treating a 13G and a 13D as the same signal. A 13G filer certifies that it holds without the purpose or effect of changing or influencing control; a 13D must describe its purpose in Item 4. - Using the old deadlines. Since the 2023 amendments a 13D is due within five business days of crossing 5% and amendments within two business days; passive investors file a 13G within five business days, and qualified institutional and exempt investors within 45 days after the quarter in which they cross. - Reading the percentage without its basis. Each filing states the share count it divides by and the date of that count. - Assuming a joint filing means one holder. The cover pages list each reporting person and whether the power over the shares is sole or shared. ## Sources - Rule 13d-1, filing of Schedules 13D and 13G (https://www.law.cornell.edu/cfr/text/17/240.13d-1) - Rule 13d-2, amendments (https://www.law.cornell.edu/cfr/text/17/240.13d-2) - Section 13 of the Securities Exchange Act (15 U.S.C. 78m) (https://www.law.cornell.edu/uscode/text/15/78m) - SEC final rule, Modernization of Beneficial Ownership Reporting (2023) (https://www.sec.gov/files/rules/final/2023/33-11253.pdf) --- # Contract ceiling vs obligated amount: the difference URL: https://oqro.io/learn/contract-ceiling Reader task: Read a federal contract. Updated: 2026-10-08. Author: OQRO. Short answer: The obligated amount is money the government has legally committed to pay and has set aside in its accounts. The ceiling, which USAspending calls the potential value, is the most the contract could be worth if every option is exercised and every possible order is placed. The ceiling is a limit, not a payment, and it is often many times the obligated amount. Official source: USAspending data dictionary (obligation and total value definitions) (https://api.usaspending.gov/api/v2/references/data_dictionary/) ## The two numbers on one award A new award often shows a small obligation and a large ceiling. Both are correct. They are answers to different questions: what has been committed, and what could be bought under this agreement at most. - Obligated amount: what the agency has committed so far. It is backed by appropriated funds and it is the figure the government counts against its budget - Current value: the base work plus the options the agency has actually exercised - Potential value, the ceiling: the base work plus every option, whether or not the agency ever exercises them ## Why the gap is usually so large Many federal awards are not orders for a fixed amount of work. They are agreements to buy over time, and the agency decides later how much it actually needs. An indefinite-delivery, indefinite-quantity contract (IDIQ) sets a maximum the agency may order and guarantees only a minimum, which can be a tiny fraction of the maximum. Money is obligated order by order, as task orders are issued. Several companies can also hold the same multiple-award contract and compete for each order. In that case the ceiling is shared: it is the most the agency may buy in total, not what any one company will receive. Options work in the same way. A contract with one base year and four option years typically obligates one year at a time, and the agency can simply not exercise the rest. ## Neither number is revenue An obligation is cash the government has committed, not revenue the company has earned. Accounting revenue is recognized as work is performed or goods are delivered, which can stretch over years and will never match the obligation dates. So a $500M ceiling is not $500M of sales, and even a $500M obligation is not $500M of sales this year. Comparing either figure with a company's annual revenue tells you about scale, nothing more. ## How to read an award Start with the obligated amount, because it is the only figure backed by committed money. Read the ceiling as the upper bound of the relationship. Check the period of performance: a large ceiling spread over ten years is a different thing from the same ceiling over one. And check whether the award is one company's or shared. ## What OQRO does with it OQRO leads with the amount obligated to date, from the USAspending award record, and shows the ceiling separately and only when it is meaningfully higher, labeled as a ceiling. It never adds ceilings into totals, never presents either figure as revenue, and links the award record on usaspending.gov. When OQRO compares twelve months of new obligations with a company's reported annual revenue, it says that this is a size comparison and not a share of sales. ## A real example A Department of Defense (Army) contract with a Palantir subsidiary, as shown by USAspending.gov. - The parent award W519TC25D0039 is an indefinite delivery, indefinite quantity contract signed 31 July 2025, with a period of performance to 31 July 2035. Its potential value (base and all options) is $10,000,000,000. The obligation recorded on the contract itself is $0.00. - Its 39 delivery orders so far carry $1,225,324,239.04 in obligations, with a combined potential value of $1,451,360,487.28. - One order under it, W9128Z26FA001, signed 21 November 2025, has $637,552,404.79 obligated across eight transactions and a potential value of $781,321,396.95. The ten-billion figure is the most the contract allows; the money actually committed is on the orders, and all of it together is a small fraction of the ceiling. The recipient on the award is Palantir USG Inc, a subsidiary of the listed company, which USAspending shows as its parent. The record: USAspending award page: W519TC25D0039 (https://www.usaspending.gov/award/CONT_IDV_W519TC25D0039_9700), opened 2026-10-08. The record: USAspending award page: order W9128Z26FA001 (https://www.usaspending.gov/award/CONT_AWD_W9128Z26FA001_9700_W519TC25D0039_9700), opened 2026-10-08. ## Common mistakes - Reading a ceiling as revenue or as money spent. The data dictionary defines the potential total value as the amount that could be obligated if the base and all options are exercised. - Looking for the obligation on the umbrella contract. On an IDIQ the money is obligated on the delivery orders, which are separate awards. - Adding an order to its parent. An order is part of the parent's ceiling; adding the two counts the same money twice. - Assuming the recipient is the listed company. The award names the legal entity that signed (here a subsidiary); USAspending lists the parent separately. ## Sources - USAspending data dictionary (https://www.usaspending.gov/data-dictionary) - FAR 16.504, indefinite-quantity contracts (https://www.acquisition.gov/far/16.504) - FAR Part 17.2, options (https://www.acquisition.gov/far/subpart-17.2) --- # Which insider purchases stood out in the week of Sep 28 to Oct 4, 2026? URL: https://oqro.io/learn/blog/rare-insider-purchases-week-2026-40 Question: Which insider purchases stood out in the week of Sep 28 to Oct 4, 2026? Topic: Insider trading. Author: OQRO. Published: 2026-10-11. Last reviewed: 2026-10-11. Short answer: In the week of Sep 28 to Oct 4, 2026, insiders filed 318 open-market purchases worth about $442M, and ten stood out against their company's own filings since 2006. Three examples: the largest insider purchase at Oracle since 2006, a 10% owner buying Prothena before an executive left, and a large Group 1 Automotive purchase. Short answer: Information as of 11 October 2026. The figures come from the SEC filings linked below and from OQRO's own count of filings made in that week. If anything here is wrong, tell us at contact@oqro.io and we will correct it. ## How were the purchases measured? OQRO counts every open-market insider purchase reported on an SEC Form 4 and filed between Monday 28 September and Sunday 4 October 2026: 318 purchases worth about $442M, next to 1,139 open-market sales. Each purchase is then compared with every open-market purchase and sale that the same company's insiders filed since 2006, about 1.6 million trades in all. A purchase counts as unusual when it is the first by any insider in years, the largest on record for the company, one of several insiders buying in the same week, or made shortly before the company filed an 8-K. Ten purchases of the 318 met at least one of these tests. The method is described on the methodology page (https://oqro.io/methodology) and the full list for each week is on the weekly recap (/weekly/2026-40). ## Which purchases stood out? Three of the ten, each checked against the filing it comes from. ### Oracle: the largest insider purchase since 2006 Stephen H. Rusckowski, a director of Oracle, bought 25,000 shares on 29 September 2026 at $139.352 a share, about $3.48M, according to his Form 4 (https://www.sec.gov/Archives/edgar/data/1341439/000134143926000099/0001341439-26-000099-index.htm) filed on 1 October. In OQRO's count of Oracle filings since 2006 it is the largest open-market purchase by any Oracle insider, and the first by one since July 2025. Oracle insiders file many more sales than purchases, which is why a single purchase of this size is easy to see. The company page is on OQRO (/stocks/ORCL). ### Prothena: a 10% owner buys before an executive leaves William P. Scully filed as a 10% owner of Prothena. His Form 4 (https://www.sec.gov/Archives/edgar/data/1559053/000104546326000018/0001045463-26-000018-index.htm) reports a purchase of 162,000 shares at $8.677 on 29 September, about $1.41M, and a second purchase the day before. On 2 October Prothena filed an 8-K (https://www.sec.gov/Archives/edgar/data/1559053/000155905326000024/0001559053-26-000024-index.htm) under Item 5.02 saying its Chief Development Officer had notified the company that he was resigning, effective 9 October, to take a position with one of its strategic partners. The two filings are three days apart. The 8-K does not mention the purchase, and the Form 4 does not mention the departure. ### Group 1 Automotive: the largest purchase on record Conifer Management, also filing as a 10% owner, reported three purchases of Group 1 Automotive shares on 24 September in a Form 4 (https://www.sec.gov/Archives/edgar/data/1031203/000090514826004278/0000905148-26-004278-index.htm) filed on 28 September, at prices between $247.26 and $248.85. The largest of the three was 42,495 shares at $247.96, about $10.5M. OQRO counts it as the largest open-market purchase by any Group 1 insider in filings since 2006. ## Who files these purchases? A Form 4 is filed by officers, directors and owners of more than 10% of a company's shares. That is why some of the purchases above come from funds and holding companies rather than from executives: the form names the filer's relationship to the company, and for Prothena and Group 1 Automotive it is "10% owner". A purchase by a 10% owner is still an open-market purchase reported by a person the rules treat as an insider, but it is not a purchase by the company's management, and the two should not be read as the same thing. ## What this does not tell you - Why the buyer bought. A Form 4 shows what was done, the date, the number of shares and the price. It gives no reason. - Whether the timing means anything. The Prothena purchase and the Prothena 8-K are three days apart. The filings do not say they are connected, and OQRO does not claim they are. - What happened next. This article describes filings made in one week. It does not measure what the share prices did afterwards. - The whole market. OQRO covers US-listed companies. Purchases that are not open-market, such as grants and option exercises, are left out of the 318. - Anything about what to do. It describes the public record. It is not investment advice. ## Where to see the full list The ten purchases, with a link to each filing, are on rare insider trades this week (/rare-insider-trades), which refreshes every 30 minutes. The same list is available as an RSS feed and a CSV file, free. ## Sources - SEC: Oracle Form 4 filed 1 Oct 2026 (Stephen H. Rusckowski) (https://www.sec.gov/Archives/edgar/data/1341439/000134143926000099/0001341439-26-000099-index.htm), opened 2026-10-11 - SEC: Prothena Form 4 filed 1 Oct 2026 (William P. Scully) (https://www.sec.gov/Archives/edgar/data/1559053/000104546326000018/0001045463-26-000018-index.htm), opened 2026-10-11 - SEC: Prothena 8-K filed 2 Oct 2026, Item 5.02 (https://www.sec.gov/Archives/edgar/data/1559053/000155905326000024/0001559053-26-000024-index.htm), opened 2026-10-11 - SEC: Group 1 Automotive Form 4 filed 28 Sep 2026 (Conifer Management) (https://www.sec.gov/Archives/edgar/data/1031203/000090514826004278/0000905148-26-004278-index.htm), opened 2026-10-11 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-11 --- # What is a blind trust, and how does a qualified trust work? URL: https://oqro.io/learn/blog/blind-trust-qualified-trust Question: What is a blind trust, and how does a qualified trust work? Topic: Presidents and officials. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A qualified blind trust is a trust certified by the Director of the Office of Government Ethics, run by an independent trustee under a model trust document, so the official does not control or know what it buys and sells. The Ethics in Government Act creates two kinds, blind and diversified. The rules read here apply to the executive branch. ## What does the regulation say a qualified trust is for? The Office of Government Ethics rules on qualified trusts are in subpart D of 5 CFR part 2634 (https://www.law.cornell.edu/cfr/text/5/2634.401). The overview says that the Ethics in Government Act of 1978 created two types of qualified trusts, the qualified blind trust and the qualified diversified trust, that employees may use to reduce real or apparent conflicts of interest. The primary purpose of an executive branch qualified trust, it says, is to give an independent trustee and any other designated fiduciary the sole responsibility to administer the trust and manage its assets without participation by, or the knowledge of, any interested party or representative of an interested party. That includes the duty to decide when and to what extent the original assets are sold, and what the proceeds are reinvested in. The regulation states the reasoning in plain words: because the requirements assure true blindness, employees with a qualified trust cannot be influenced in the performance of their official duties by their financial interests in the trust assets, and their official actions should be free from collateral attack arising from real or apparent conflicts of interest. ## What makes a trust "qualified"? The definitions section (https://www.law.cornell.edu/cfr/text/5/2634.402) is specific. A qualified blind trust is a trust in which the interested party has a beneficial interest and which: 1. is certified by the Director of the Office of Government Ethics; 2. has a portfolio as specified in the regulation (paragraph (a) of section 2634.406); 3. follows the model trust document prepared by the Office of Government Ethics; and 4. has an independent trustee as defined in the regulation. A qualified diversified trust has the same four features, except that its portfolio is the one specified in paragraph (b) of section 2634.406. We did not read that section, so we do not describe how the two portfolios differ. The definitions add that a "qualified trust" means a trust described in the Act and the regulation and certified by the Director. ## What are the two safeguards? The overview names two characteristics that assure blindness: the independence of the trustee, and the restriction on communications between the independent trustee and the interested parties. To serve as trustee, an entity must meet the strict independence requirements of the Act and the regulation, and the communication limits reinforce that independence. ## Is every trust called "blind" a qualified blind trust? By the regulation's definition, only a trust certified by the Director and meeting the other requirements is a qualified blind trust. A trust that a news story, a campaign or a family calls "blind" may not have been certified, and from a filing alone you cannot tell. The word to look for on an official record is "qualified", together with a certification. ## How do trusts figure in transaction reports? For executive branch officials, the periodic transaction rule, 5 CFR 2634.309 (https://www.law.cornell.edu/cfr/text/5/2634.309), says the following need not be reported as transactions: transactions of excepted investment funds and transactions involving holdings of trusts and investment funds described in section 2634.312(b) and (c). We did not open that section, so this article does not say which trusts it covers. ## What about Congress? Everything above comes from the executive branch rules published by the Office of Government Ethics. We did not verify how the House or Senate treats blind trusts, and the House form we read, the periodic transaction report instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), lists exclusions without a general trust exception. For members of Congress, check the chamber's own ethics guidance and the member's filings. ## What should a reader check? If a filing or a news story mentions a trust, three questions help. First, is it described as certified by the Director of the Office of Government Ethics? The regulation's definitions require certification for both kinds of qualified trust. Second, does it follow the model trust document that the Office prepared, and does it have an independent trustee as the regulation defines one? Those are conditions of the definition, not extras. Third, whose rules apply? The text above is the executive-branch regulation. For a member of Congress, the chamber's own ethics guidance and the member's filings are the place to look. None of these questions is answered by a list of trades. A periodic transaction report shows a transaction; it does not show whether the asset sat in a qualified trust. The regulation relies on structure, the independent trustee and the limit on communications, not on the label. ## What this does not tell you A qualified trust does not mean the official has no financial interest: the interested party keeps a beneficial interest in the trust, which is why it is called a trust "in which the interested party has a beneficial interest". It also does not mean nothing is disclosed or that no one can check: certification, the model document and the independent trustee are the structure. And a trade by a trustee does not show what the official wanted. OQRO does not describe any holder's trust arrangements as good or bad. For members' own disclosures see the politician trades page (/political) and the STOCK Act guide (/learn/stock-act). ## Sources - 5 CFR 2634.401, qualified trusts: overview (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.401), opened 2026-10-10 - 5 CFR 2634.402, qualified trusts: definitions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.402), opened 2026-10-10 - 5 CFR 2634.309, periodic reporting of transactions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.309), opened 2026-10-10 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 --- # Is it legal for a CEO to sell shares before bad news? URL: https://oqro.io/learn/blog/ceo-sell-shares-before-bad-news Question: Is it legal for a CEO to sell shares before bad news? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Selling shares before bad news is not illegal in itself. Under SEC Rule 10b5-1, a sale is made on the basis of material nonpublic information if the seller was aware of that information when selling, and a written plan adopted earlier, while unaware, can be a defense. Insider sales are normally reported on a public Form 4. ## What does the SEC rule say about awareness? The rule is short. Rule 10b5-1 (https://www.law.cornell.edu/cfr/text/17/240.10b5-1) says that a purchase or sale is on the basis of material nonpublic information for the purposes of Section 10(b) and Rule 10b-5 if the person making it was aware of that information when the purchase or sale was made. The rule adds that the law of insider trading is otherwise defined by judicial opinions construing Rule 10b-5. In other words, the legal question is about what the seller knew at the moment of the trade, not about what happened to the share price afterwards. That is why the timing of a sale, taken alone, settles nothing. A chief executive can sell shares in the weeks before a bad announcement and have done nothing wrong, or can sell with knowledge of something not yet public and have a legal problem. Which of the two applies is a matter for the SEC, prosecutors and courts to establish from evidence that a public filing does not contain. ## What is a Rule 10b5-1 plan? The same rule gives traders an affirmative defense. According to the SEC's fact sheet on the 2022 amendments (https://www.sec.gov/files/33-11138-fact-sheet.pdf), the defense applies where, subject to conditions, the trade was made under a binding contract, an instruction to another person to execute the trade, or a written plan adopted when the trader was not aware of material nonpublic information. In practice, an executive sets up a schedule (sell this many shares on these dates, or when the price reaches this level) while unaware of any such information, and the sales then run on the schedule. OQRO's separate article on Rule 10b5-1 plans and insider sales (/learn/blog/rule-10b5-1-plans-insider-sales) explains how to recognise a planned sale in a filing. ## What is a cooling-off period? Before the 2022 amendments, a plan could in principle be adopted and used soon afterwards. The SEC's fact sheet lists the conditions added to the defense for plans adopted under the new rule: Condition | What the fact sheet says Cooling-off for directors and officers | The later of 90 days after the plan is adopted or modified, or two business days after the company discloses financial results for the quarter in which the plan was adopted or modified, but no more than 120 days Cooling-off for other persons (not the issuer, not directors or officers) | 30 days Certification by directors and officers | A representation in the plan that they are not aware of material nonpublic information and are adopting the plan in good faith, not as part of a scheme to evade Rule 10b-5 Overlapping plans | Limited for anyone other than the issuer Single-trade plans | One such plan in any 12-month period for anyone other than the issuer Good faith | All persons entering into a plan must act in good faith with respect to it The fact sheet also says that Forms 4 and 5 must show, by a checkbox, that a reported transaction was intended to satisfy the defense, for reports filed on or after 1 April 2023, and that companies must disclose quarterly the adoption and termination of such plans by their directors and officers. ## How can you see a sale on a Form 4? A chief executive is an officer, so a sale is reported on a Form 4 within two business days of the transaction, as the SEC investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) explains. The form shows the number of shares, the price per share and a code (S for a sale on an exchange or to another person). The current Form 4 (https://www.sec.gov/files/form4.pdf) carries the Rule 10b5-1 checkbox described above, and its instructions refer to a transaction made under a contract, instruction or written plan intended to satisfy the defense. Reading the date of the sale next to the date of any later announcement is easy. Reading the insider's state of mind from either date is not possible. For the mechanics, see how to read a Form 4 (/learn/blog/form-4-in-five-minutes), and the insider trades page (/insiders) lists recent filings with plan-based sales kept apart. ## How can you read such a sale in a filing? A short checklist, using only what the filings contain. First, read the date of the sale on the Form 4 and the box for Rule 10b5-1. Second, read the footnotes, where filers can explain that a sale was made under a plan. Third, for a plan adopted under the amended rule, compare the dates with the cooling-off periods in the table above: for a director or officer, trading under a new or modified plan cannot begin until the later of 90 days or two business days after the results for the quarter in which the plan was adopted, up to 120 days. A sale that falls inside that window under a plan adopted after the rule took effect is something to read carefully in the filing itself. A filing cannot settle any of these points; it gives you the dates to compare. ## What this does not tell you A Form 4 does not say why someone sold. The SEC's own bulletin states that insiders may sell company securities for any number of reasons, including liquidity and diversification. A checked plan box shows that the insider told the SEC the sale was meant to fall under a plan, not that a court has found the plan valid. A sale with no plan box checked is not a finding of anything either. Nothing in a filing shows what the person knew. This article describes the rule as the SEC published it. It is not legal advice, and it does not suggest that any particular sale was improper. ## Sources - Rule 10b5-1, 17 CFR 240.10b5-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.10b5-1), opened 2026-10-10 - SEC fact sheet: Rule 10b5-1, insider trading arrangements and related disclosure (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-10 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 --- # What do the dollar ranges on a Congress trade report mean? URL: https://oqro.io/learn/blog/congress-ptr-value-ranges Question: What do the dollar ranges on a Congress trade report mean? Topic: Congress trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A periodic transaction report does not give an exact amount. The House form has the member tick one of ten value categories, from $1,001-$15,000 up to over $50,000,000, based on the total purchase or sale price, not on gain or loss. A trade reported in a range could be anywhere inside it. ## What are the categories? The House Ethics Committee's periodic transaction report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) set out the categories a filer ticks for the amount of a transaction: Order | Range 1 | $1,001-$15,000 2 | $15,001-$50,000 3 | $50,001-$100,000 4 | $100,001-$250,000 5 | $250,001-$500,000 6 | $500,001-$1,000,000 7 | $1,000,001-$5,000,000 8 | $5,000,001-$25,000,000 9 | $25,000,001-$50,000,000 10 | Over $50,000,000 The instructions say to report the category of value of the total purchase price or total sale price, or the fair market value in the case of an exchange. A separate column on the form, "Transaction in a Spouse or Dependent Child Asset over $1,000,000", exists for assets owned by the spouse or dependent child in which the member has no interest (see spouse and dependent child trades (/learn/blog/congress-spouse-dependent-child-trades)). ## Is the range about profit? No. The instructions say the gross amount of a transaction, not the gain or loss, determines the category, and that the threshold for reporting is reached when the gross amount of a single purchase or sale exceeds $1,000, including transactions that result in a net loss. The form's own example: a sale of a $5,000 asset previously bought for $7,000 must be disclosed even though it produced a $2,000 loss. So a range tells you the size of the trade, never how well it worked out. ## What does a range hide? A trade reported as $1,001-$15,000 could be $1,001 or $15,000. The next category starts at $15,001, so the ranges are wide at the top: the range from $1,000,001 to $5,000,000 spans a factor of five, and the last category has no upper bound. That has three consequences: - Adding up ranges does not produce a total. A sum of lower bounds and a sum of upper bounds can differ by a large multiple. - A midpoint is a convenience, not a fact. Any figure shown as a single number for a range is an estimate someone chose. - Two trades in the same category may differ in size by an order of magnitude. For that reason OQRO keeps official ranges as ranges and does not show an invented single figure. ## How does a report treat partial sales? The form has a "Partial Sale" box for when only a portion of an asset is sold, for example half of the shares in a company. The range then refers to the amount sold, not to the whole holding. ## When is the amount known? The instructions give a filer until the earlier of 30 days from being made aware of the transaction or 45 days from the transaction, and the report is certified by the member's signature as true, complete and correct to the best of the member's knowledge and belief. A $200 penalty is assessed on anyone who files more than 30 days late. The range reflects the filer's own category choice at that time. ## Is the same scale used in the Senate? We read the House form. The STOCK Act applies to both chambers, but we could not open the Senate's own form by script, so this article states the ten categories only for the House. Check the Senate's form before comparing the two. How each chamber publishes is covered in how the House and Senate publish disclosures (/learn/blog/house-vs-senate-disclosure-sites). ## What does a range look like when you add trades together? A small illustration shows the problem. Suppose four reports for the same member, each a purchase: three in the $1,001-$15,000 category and one in the $15,001-$50,000 category. The smallest the four could add up to is $18,004 (three times $1,001 plus $15,001). The largest is $95,000 (three times $15,000 plus $50,000). The two ends are more than five times apart, and the filings do not narrow it further. That is why a total built from ranges is a wide band, not a figure. The lowest category starts at $1,001 because the reporting threshold is a transaction that exceeds $1,000, so smaller transactions are not reported at all. A report that is absent is therefore not proof that no trade occurred; it can mean the trade was under the threshold or excluded by the instructions. ## What else is on the form next to the amount? The House instructions list the other entries that go with the amount: the full name of the asset (a ticker symbol alone is not permitted), the type of transaction (purchase, sale or exchange), the transaction date and the date the filer was notified of it, and a box for shares allocated in an initial public offering. The amount is one column of several, and the two dates matter as much as the range when you read how late a report was. The instructions also say a brokerage statement may not be sent in place of completing the form. ## What this does not tell you A range does not say how many shares were traded, at what price, or what the member earned. It does not say why the trade happened, who decided it, or whether the member knew of it in advance. The form excludes some transactions entirely, such as mutual funds, exchange-traded funds and the federal Thrift Savings Plan. The politician trades page (/political) lists the reports as filed, with each range kept as a range and a link to the official filing, and the STOCK Act guide (/learn/stock-act) explains the law behind them. ## Sources - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 --- # Are a Congress member's spouse and child trades reported? URL: https://oqro.io/learn/blog/congress-spouse-dependent-child-trades Question: Are a Congress member's spouse and child trades reported? Topic: Congress trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Yes. The House periodic transaction report covers purchases, sales and exchanges of securities owned by the member, the member's spouse or dependent children when the amount exceeds $1,000. The labels SP, DC and JT can mark spouse, dependent child or joint ownership, but the instructions say using them is optional. ## What does the form require? The House Ethics Committee's periodic transaction report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) say that Members, and Officers and Employees who qualify as senior staff under the Ethics in Government Act of 1978, must report the purchase, sale or exchange of stocks, bonds, commodities, futures or other securities (the form gives cryptocurrencies as an example) owned by themselves, their spouse or dependent children when the amount of the transaction exceeds $1,000. For sales, the threshold is based on the total dollar value of the transaction, not on the gain or loss. The requirement comes from the law, not only the form. The STOCK Act of 2012 added a subsection to the Ethics in Government Act requiring a report of a covered transaction not later than 30 days after receiving notification of it, and in no case later than 45 days after the transaction. The law's text (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm) lists the persons covered, beginning with the President and the Vice President. ## What are SP, DC and JT? The form has an ownership column. According to the instructions, the filer "may, but is not required to" indicate that a transaction involves an asset held by a spouse or dependent child, or held jointly, by putting SP for spouse, DC for dependent child or JT for jointly held property. The instructions add that if the filer uses this distinction on the annual financial disclosure report, the filer should use it on the periodic transaction report as well. This has a practical consequence. A line with SP in the ownership column was marked as a spouse's asset by the filer. A line with nothing in that column is not proven to be the member's own: the marking is optional on its face. The reverse holds too: no label means the form does not tell you whose account it is. ## What is the column for assets over $1,000,000? The form has a separate column, "Transaction in a Spouse or Dependent Child Asset over $1,000,000". The instructions say it should only be used for assets owned by the spouse or dependent child in which the member has no interest. How the usual categories work is in what the dollar ranges mean (/learn/blog/congress-ptr-value-ranges). ## What is left out? The same instructions list what need not appear on a periodic report. Among the exclusions are any transaction in real property, any transaction in a mutual fund or exchange-traded fund, transactions solely by and between the member, spouse and dependent child, any transaction in a federal retirement program such as the Thrift Savings Plan, stock splits, and bequests or inheritances. The instructions note that some of these may still be required on the annual financial disclosure report. The form's wording names the spouse and dependent children. It does not mention other relatives, so we state nothing about them. ## What is the executive-branch equivalent? For officials in the executive branch, the regulation on periodic reporting of transactions, 5 CFR 2634.309 (https://www.law.cornell.edu/cfr/text/5/2634.309), uses the same $1,000 threshold, and its exceptions include transactions solely by and between the reporting individual, spouse and dependent children. The forms differ; see OGE Form 278e versus 278-T (/learn/blog/oge-278e-vs-278-t). ## What does the signature certify? The filer certifies that the statements are true, complete and correct to the best of their knowledge and belief, and that all transactions required by the STOCK Act have been disclosed. The instructions say the page must be signed by the filer personally, even if someone else prepared the report. Knowingly and willfully falsifying or failing to file may be subject to civil penalties and criminal sanctions, according to the form. ## What does a worked reading look like? As an illustration, suppose a report lists a purchase of a company's stock with SP in the ownership column, in the $15,001-$50,000 category, with a transaction date and a later notified date. Reading it step by step: the filer marked the asset as the spouse's; the amount is a category of the gross purchase price, not a profit; the filer was notified of the trade after it happened, and the deadline was the earlier of 30 days after notification or 45 days after the trade; and the signature certifies completeness. What the line does not give is the reason for the trade or who placed the order. The same report with the ownership column empty would look the same apart from that one cell. That is the practical meaning of the labels being optional: they add information when present, and their absence is silent. ## What this does not tell you A report does not say who made the decision to trade, whether the member knew of it, or why it happened. A spouse's trade appears because the law requires the member to report it, and a report is not an allegation. The reports also arrive after the trade, up to 45 days later. OQRO lists the reports on its politician trades page (/political) as filed, with the ownership label where the filer gave one, keeps ranges as ranges, and does not infer motive or inside knowledge. For why disclosures arrive late, see why public disclosures are always late (/learn/blog/why-disclosures-arrive-late). ## Sources - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - 5 CFR 2634.309, periodic reporting of transactions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.309), opened 2026-10-10 --- # How can you get free alerts for new SEC filings? URL: https://oqro.io/learn/blog/edgar-rss-alerts-new-filings Question: How can you get free alerts for new SEC filings? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: The SEC turns some EDGAR searches into free RSS feeds. Run a Company Search or a Latest Filings search, filter by form type, and use the RSS link above the results in a feed reader. The SEC's separate email update service does not cover company filings. A feed lists filings; it does not explain them. ## Which feeds does the SEC offer? The SEC's RSS Feeds page (https://www.sec.gov/about/rss-feeds) describes feeds for the most recent SEC materials (press releases, speeches, litigation releases and others) and, separately, for EDGAR searches. For company filings, the page says that some EDGAR search results can be captured as RSS feeds, and that the RSS link on various EDGAR searches is located on the left, immediately above the filings result list. Two searches are named: - Company Search. Find the company, subscribe to the search, and you receive the most recent filings from that company. You can narrow the feed by filing type. - Latest Filings. Subscribe to all filings, or filter by company, CIK or form type. You can also choose to include, exclude or select only ownership filings, meaning Forms 3, 4 and 5. ## How do you set up an alert for one company's insider trades? 1. Open the SEC Search Filings (https://www.sec.gov/search-filings) page and search for the company by name or ticker. 2. Set the ownership forms option (Forms 3, 4 and 5) to Only, so the list holds insider filings only. 3. Copy the RSS link shown above the result list into a feed reader. The SEC notes that most current browsers include an RSS component that lets a user subscribe to and combine feeds. For the same idea across the whole market, the Latest Filings search can be filtered to ownership forms, with the form type or a company or CIK as extra filters. The same approach works for other forms by choosing a different form type, for example the stake reports described in Schedule 13D versus 13G (/learn/blog/schedule-13d-vs-13g). ## What about email? The RSS page lists an "Email update service for non-EDGAR postings" and adds, in brackets, that it is not available for company filings. So the SEC's own email sign-up will not tell you about a new Form 4. Feeds are the SEC's free route, and a feed reader or an automation tool can turn a feed into an email. ## Is there anything faster? The Search Filings page also lists the EDGAR Public Dissemination Service, described as an option to subscribe to a privatized system to receive a dedicated feed of all public EDGAR filings. That is a different kind of service from the free feeds and is for people who want every filing. The page does not give a price, and this article does not either. ## What are the rules if you poll EDGAR with a program? Programs that fetch EDGAR pages are asked, on the SEC's page on accessing EDGAR data (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), to declare their user agent in the request headers (a company name and a contact address), and the SEC says it does not provide technical support for scripted processes. A feed reader that follows the official RSS link is the simple way to stay within the intended use. ## How soon will an alert arrive? An alert can only be as early as the filing. A Form 4 is due within two business days after the transaction, so a trade can happen and take until the end of the second business day to be reported (see Forms 3, 4 and 5 explained (/learn/blog/forms-3-4-5-explained)). The Latest Filings view is described by the SEC as a listing of filings as they are submitted into EDGAR, so a feed built on it follows the system closely. OQRO reads the SEC's live filing feed about every five minutes on US business days and publishes the measured delay of each source on its status page (/status). ## What is a sensible setup? A practical order of work, using only the SEC's own tools. First decide the question: one company, one form type, or all ownership filings across the market. Second, pick the narrowest feed that answers it, because a Company Search feed filtered to ownership forms is much shorter than a market-wide feed. Third, check the feed against EDGAR: confirm that a recent filing you can see on the Search Filings page also appears in the feed. Fourth, if a program polls the feed, declare a user agent as the SEC asks. Fifth, treat the feed entry as a pointer and the filing as the record. A feed reader shows new items as they arrive. Whether a given item matters is a separate judgment that the feed does not make. ## When is a feed the wrong tool? A feed lists filings only. It is a poor fit when you need an interpretation of a filing, a total across many filings or a comparison with other data. It is also no replacement for reading the filing: the feed says a Form 4 exists, and the form's footnotes, tables and checkboxes say what it reports. For a combined view of several kinds of disclosure, a tracker does the assembly; for the authoritative record, the filing on sec.gov remains the source. ## What this does not tell you A feed entry gives the company, the form type and a link. It does not say what is in the filing, whether the trade was planned, or whether it matters. You still have to open each item, and for a Form 4 that means reading the tables and footnotes (see how to read the tables on a Form 4 (/learn/blog/form-4-tables-direct-indirect-ownership)). A busy company can generate many entries a day. An alert about a filing says that something was filed; it does not rank it, interpret it or predict anything. ## Sources - SEC RSS Feeds (https://www.sec.gov/about/rss-feeds), opened 2026-10-10 - SEC Search Filings (EDGAR company search) (https://www.sec.gov/search-filings), opened 2026-10-10 - SEC: Accessing EDGAR data (fair access) (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), opened 2026-10-10 --- # What are executive orders and proclamations? URL: https://oqro.io/learn/blog/executive-orders-and-proclamations Question: What are executive orders and proclamations? Topic: Presidents and officials. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Executive orders are numbered documents through which the President manages the operations of the federal government; proclamations are another kind of presidential document. After the President signs one, the White House sends it to the Office of the Federal Register, which publishes it in the daily Federal Register, usually a few days after signing. ## What is an executive order? The National Archives' FAQ about executive orders (https://www.archives.gov/federal-register/executive-orders/about.html) says that executive orders are official documents, numbered consecutively, through which the President of the United States manages the operations of the Federal Government. The text appears in the daily Federal Register as each order is signed by the President and received by the Office of the Federal Register. The text of executive orders from Executive Order 7316 of 13 March 1936 onward also appears in the sequential editions of Title 3 of the Code of Federal Regulations. The Federal Register's executive orders page (https://www.federalregister.gov/presidential-documents/executive-orders) describes the same path: after the President signs an order, the White House sends it to the Office of the Federal Register (OFR), which numbers each order consecutively as part of a series and publishes it in the daily Federal Register shortly after receipt. ## What is a proclamation? The Federal Register's presidential documents page (https://www.federalregister.gov/presidential-documents) has a separate section for proclamations and describes the same handling: after the President signs a proclamation, the White House sends it to the OFR, which numbers it consecutively as part of a series and publishes it in the daily Federal Register shortly after receipt. The page says proclamations are available back through 1994. We did not read a statutory definition of how a proclamation differs in legal effect from an executive order, so we do not state one. The two are listed as separate kinds of presidential document, each with its own series. ## Why is there a delay between signing and publication? The Federal Register's page explains it directly: because the White House cannot deliver a document to the OFR until after the President signs it, there is always a delay of at least one day, typically several days, between signing and publication. Once received, the OFR gives presidential documents priority processing, and documents appear on public inspection the business day before publication. ## Where do you search them? - Federal Register. The executive orders page lets you browse by President and year, and offers bulk downloads in CSV and JSON for all orders signed since 1937, and by President. The Federal Register's API also serves presidential documents. When we asked it on 10 October 2026, the first result was a presidential document titled "Emergency Tax Relief on Diesel Fuel", document number 2026-20855, published on 9 October 2026. - National Archives. The OFR maintains disposition tables for executive orders from Franklin D. Roosevelt's administration on, with the order number, signing date, Federal Register citation, title, amendments and current status. The Archives says the tables are informational listings and not definitive legal authority. ## Is the Federal Register website the legal text? Not by itself. The site says it displays a prototype version of the daily Federal Register that is not an official legal edition, that each document links to the official PDF on govinfo.gov, and that anyone relying on it for legal research should verify against an official edition. So for anything that matters legally, open the govinfo.gov version linked from the document. ## How do executive orders relate to company research? Some orders and proclamations name industries, products or companies. OQRO's White House page (/political/white-house) lists executive orders, proclamations and memoranda published in the Federal Register and shows the companies they name by exact name. It matches companies by exact name. The order itself is on the Federal Register. ## How do you check what a particular order says? Start from the Federal Register's executive orders page and browse by President and year, or search for the order's title or number. Open the document's page, and use the link to the official PDF on govinfo.gov for the authoritative text. To see whether an order has been amended or revoked, look it up in the National Archives disposition tables, which list the order number, signing date, Federal Register citation, title, amendments and current status, bearing in mind the Archives' own caution that they are informational listings, not definitive legal authority. Numbering helps. Each executive order is numbered consecutively as part of a series by the Office of the Federal Register, so the number identifies one document unambiguously. The same page also lets you download every order signed since 1937 in bulk, in CSV or JSON, which is the practical route if you want to search the whole set by program. ## How should you cite an order? Use its number, its title and its Federal Register citation, all of which appear in the disposition tables and on the document page. A news headline or a summary is not a citation. Because publication follows signing by at least a day, the signing date and the publication date are two different facts, and a careful citation gives both when it matters. The Archives adds that its tables are informational listings, so for legal use go to an official edition of the Federal Register through govinfo.gov. ## What this does not tell you A published order says what the President signed and on what date. It does not say how an agency will carry it out, whether it will be amended or revoked, or whether a named company is affected in any way. A mention of a company name is only that: a mention. Nothing here is a view on any order's merit. For the financial disclosures that officials themselves file, see OGE Form 278e versus 278-T (/learn/blog/oge-278e-vs-278-t). ## Sources - National Archives: FAQ about executive orders (https://www.archives.gov/federal-register/executive-orders/about.html), opened 2026-10-10 - Federal Register: Executive Orders (https://www.federalregister.gov/presidential-documents/executive-orders), opened 2026-10-10 - Federal Register: Presidential Documents (https://www.federalregister.gov/presidential-documents), opened 2026-10-10 --- # What is FARA, and where can you search its filings? URL: https://oqro.io/learn/blog/fara-foreign-agents-registration-act Question: What is FARA, and where can you search its filings? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: The Foreign Agents Registration Act, enacted in 1938, requires certain agents of foreign principals who engage in political or other specified activities to make periodic public disclosure of their relationship with the foreign principal and of their activities, receipts and disbursements. The Justice Department's National Security Division runs it, and registration statements can be searched at fara.gov. ## What does FARA require? The Justice Department's FARA page (https://www.fara.gov/) states the purpose plainly. FARA was enacted in 1938. It requires certain agents of foreign principals who are engaged in political activities or other activities specified under the statute to make periodic public disclosure of their relationship with the foreign principal, as well as of their activities, receipts and disbursements in support of those activities. The page adds that this disclosure facilitates evaluation by the government and the American people of the activities of such persons in light of their function as foreign agents. So the thing disclosed is a relationship: who is acting, for which foreign principal, doing what, and what money moved. It is a disclosure law and the page describes it as one. ## Who runs it? The page says the FARA Unit of the Counterintelligence and Export Control Section in the Department of Justice's National Security Division is responsible for administering and enforcing FARA. The legal authority is listed as 22 U.S.C. 611 and following sections, along with related statutes, advisory opinions and letters of determination, which the page's menu lists. ## When must someone register? The statute's registration section, 22 U.S.C. 612 (https://www.law.cornell.edu/uscode/text/22/612), says that, except as provided, every person who becomes an agent of a foreign principal must, within ten days after that, file with the Attorney General a registration statement, under oath, on a form the Attorney General prescribes. An agent who has registered must, within thirty days after the end of each period of six months following the filing, file a supplement under oath. The statute makes the obligation continue from day to day after the tenth day, and ending the status does not erase the obligation for the period during which the person was an agent. We did not read the definitions of "agent of a foreign principal", "foreign principal" or "political activities", or the list of exemptions, so this article does not say who is covered. Those definitions are in the statute and the Justice Department's FAQ. ## Where do you search the filings? According to the page, registration statements are available online at fara.gov by using the available search tools. The site's menu lists "Browse Filings" and "Search Filings", a "Reports to Congress" section, and an eFile system for filers. The page also notes that the FARA Unit's public office is open on official business days by appointment, and that appointments are only necessary to review materials not currently available online. An announcement on the page, dated 5 February 2026, says that from 6 February 2026 the FARA eFile system uses the Department's login platform with multi-factor authentication for all new and existing users. That affects filers, not people who read the public filings. ## How is FARA different from lobbying disclosure? The two laws are separate. The Lobbying Disclosure Act, covered in LD-1, LD-2 and LD-203 reports (/learn/blog/ld-1-ld-2-ld-203-lobbying-reports), is about lobbyists and the clients who pay them, with filings made to the Senate and the House. FARA is about agents of foreign principals, with filings made to the Justice Department. The two touch: an LD-2 must describe the interest, if any, of a foreign entity identified in the registration in the specific issues lobbied, according to section 1604(b) of the lobbying statute. A person can read both sets of filings for a name, and whether one person must file under both depends on the statutes' definitions and exemptions, which we have not summarised. ## Why does it matter for company research? FARA is a record of registered relationships. FARA filings are not among the sources named in OQRO's site description, which lists lobbying reports under the Lobbying Disclosure Act; the FARA site is the place for them. For contracts, see the contracts page (/contracts). ## How do you read a FARA registration? Using only what the statute and the Justice Department's page describe, a registration is a sworn statement on a form prescribed by the Attorney General, and the supplements that follow it come every six months. Read four things in order. Who is the registrant? Which foreign principal is named? What activities are described? What receipts and disbursements are reported? Then read the dates. A registration is due within ten days after a person becomes an agent, and a supplement within thirty days after each six-month period, so a supplement describes a period that ended weeks before it was filed. If a name does not appear when you search, that is not a finding about the person. Searching by registrant name and by foreign principal name are different searches, and the site has an FAQ section and a menu of search and browse pages. ## What this does not tell you A FARA registration says that a person registered as an agent of a foreign principal and reported activities. It does not mean the person did anything improper: the page describes the law as disclosure. Absence from the database does not prove a person is not an agent, because exemptions exist and we did not review them. The filings also describe activity as the registrant reported it. This article does not name any registrant and does not suggest that any firm is connected to any outcome. ## Sources - Foreign Agents Registration Act, US Department of Justice (fara.gov) (https://www.fara.gov/), opened 2026-10-10 - 22 U.S.C. 612, registration statement (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/22/612), opened 2026-10-10 - 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1604), opened 2026-10-10 --- # What do modification numbers mean in a federal contract? URL: https://oqro.io/learn/blog/federal-contract-modifications-explained Question: What do modification numbers mean in a federal contract? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A federal contract is recorded as a series of actions. The first action creates the award, and each later change gets a modification number and a reason, such as adding funds or exercising an option. An action can add to the amount obligated or reduce it, so a contract's total is the sum of all its actions. ## How does USAspending record a contract? USAspending.gov, the federal government's public site for award data, treats a contract as a set of linked records. Its glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200) defines a "prime award transaction" as a single recorded action that establishes or modifies a prime award such as a contract, grant or loan between a federal agency and the primary recipient. A "prime award summary" includes all the related transactions that share the same prime award unique key. The award profile page lets a user browse the summary and its list of transactions. The identifier is the Procurement Instrument Identifier, or PIID, defined as a unique identifier assigned to a federal contract, purchase order, basic ordering agreement, basic agreement and blanket purchase agreement, used to track the contract and any modifications or transactions related to it. ## What is a modification number? The glossary defines the modification number as the identifier of an action being reported that indicates the specific subsequent change to the initial award. The first action has no later change to describe, and each change after it gets its own number. The numbering convention belongs to the awarding agency; the glossary only says the number identifies a subsequent change. ## What is the reason for modification? The glossary says the "reason for modification" provides information on the type of change made to an award, and the official definition adds that there are typically multiple actions for each award. The glossary does not list the reasons, so read the reason on the USAspending record itself, as the agency entered it. ## Can an action reduce the amount? Yes. The glossary defines the "federal action obligation" as the amount of the Federal Government's obligation, de-obligation or liability, in dollars, for an award transaction. A "deobligation" is the cancellation or downward adjustment of previously obligated funds, and the glossary says funds deobligated may be reobligated within the period of availability of the appropriation. So a modification can carry a negative number: that is how a deobligation appears. ## How do the totals fit together? Term | Definition from the USAspending glossary Current award amount | For a contract, the amount the government has promised to pay, meaning the base amount and any exercised options Potential award amount | The total that could be obligated if the base and all options are exercised; the glossary's example is a $10M base with three option years at $1M each, which gives $13M Action date | The date the action was issued or signed by the Government, or a binding agreement was reached Base transaction action date | The action date of the original transaction Latest transaction action date | The action date of the most recent transaction The current amount counts what has been obligated, and the potential amount is a ceiling. Neither is revenue. That distinction is the subject of contract ceiling versus obligated amount (/learn/blog/contract-ceiling-vs-obligated). ## Which date does a search use? The glossary says that because award obligations are tied to action dates, any search for spending data on USAspending uses the action date, not the period of performance dates. A contract signed years ago can therefore show a new action in a recent month, for example when an option is exercised. The period of performance has its own start date and its current and potential end dates, and the glossary notes that the latest action date can differ from them. ## What about orders under a larger contract? Some awards are issued under a parent. The "parent award identification number" is the identifier of the procurement award under which the specific award is issued, such as a Federal Supply Schedule. So two records with different PIIDs can belong to one umbrella vehicle. Indefinite delivery contracts, which the glossary says facilitate the delivery of supply and service orders during a set timeframe, are one source of such orders. ## What does an example look like? The glossary's own example uses a base contract of $10M with three option years at $1M each, which gives a potential award amount of $13M. As an illustration of how actions add up, suppose the first action obligates the $10M base, so the current award amount is $10M. A first modification exercises one option year and obligates $1M, so the current amount becomes $11M while the potential amount stays at $13M. A later modification deobligates $0.5M, so the current amount falls to $10.5M. Each of these is one transaction in the same prime award summary, identified by the same PIID and by its own modification number and action date. The sequence is invented for illustration. The point is that the figure you see for a contract depends on which actions are included, and a search by action date will show only the actions inside the dates you choose. ## What this does not tell you A modification does not say whether the work was done, whether a company was paid, or what profit it produced. Obligation is a binding agreement that will result in payments, now or later, not a payment itself. A count of modifications says how many actions were recorded, not whether any of them was significant. OQRO's contracts page (/contracts) lists awards to listed companies with the obligated amount kept apart from the ceiling and links each to USAspending, and how to find federal contracts for a public company (/learn/blog/find-federal-contracts-for-a-public-company) shows the search. ## Sources - USAspending API: glossary of terms (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), opened 2026-10-10 - USAspending API documentation (https://api.usaspending.gov/docs/endpoints), opened 2026-10-10 --- # How do you find a company's insider trades on EDGAR? URL: https://oqro.io/learn/blog/find-insider-trades-on-edgar Question: How do you find a company's insider trades on EDGAR? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Open the SEC's Search Filings page, enter the company's name or ticker in Company Search, and set the Ownership Forms 3, 4 and 5 option to Only. The result lists the company's insider filings, newest first; open any Form 4 to see the trade. It is free, official, and unsummarised. ## What are the steps? The SEC's Search Filings page (https://www.sec.gov/search-filings) offers free public access to the documents that listed companies and others file in EDGAR. To list a company's insider filings: 1. Go to Search Filings and use Company Search. Type the company's name or ticker symbol. The page notes that you can find registration statements, periodic reports and other forms this way. 2. Next to "Ownership Forms 3, 4, and 5", choose Only. The same control offers Include and Exclude. Choosing Only limits the list to insider ownership filings. 3. Open a result. A Form 4 shows who filed it, the company, and a table of transactions (see how to read the tables on a Form 4 (/learn/blog/form-4-tables-direct-indirect-ownership)). 4. To follow a person instead of a company, use the CIK Lookup tool listed on the same page, which the SEC describes as a search engine for Central Index Key numbers assigned to corporate or individual filers. A company's insiders are listed as reporting persons on each filing, so one company search surfaces filings from many people. ## Which other SEC tools help? The Search Filings page lists the other ways in: - Full Text Search. The EDGAR full-text search (https://www.sec.gov/edgar/search/) gives access to the full text of electronic filings since 2001, with filters for date, company, person and filing category. It is good for finding a phrase, for example a footnote. - Latest Filings. A listing of filings as they are submitted, and daily filings by form type for the past week. - EDGAR APIs. The SEC documents (https://www.sec.gov/edgar/sec-api-documentation) RESTful interfaces that include the submissions history by filer, useful if you want to read many filings by program. - RSS feeds. For alerts, see how to get free alerts for new SEC filings (/learn/blog/edgar-rss-alerts-new-filings). The SEC also publishes Insider Transactions Data Sets, a bulk-data product for analysis. EDGAR itself began in 1994 and 1995, according to the SEC's page on accessing EDGAR data (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data). ## What are the rules for automated access? If you fetch EDGAR pages by script, the same SEC page asks you to declare your user agent in the request headers, with a company name and a contact address, and says the SEC does not offer technical support for scripted processes. Reading pages by hand in a browser needs none of this. ## How current is it? A Form 4 is due within two business days of the transaction, so a trade from this morning may not be on EDGAR yet. The Latest Filings view shows filings close to when they are accepted. Planned sales are announced separately on a Form 144, which can appear before the sale. ## What is slow or hard about raw EDGAR? EDGAR is the authority, but it is built as a filing archive, not as a reader. Each Form 4 is a separate document; there is no built-in plain-language summary, no running total for a person across filings, and no side-by-side with other kinds of disclosure. Footnotes carry meaning that the main table does not, and plan-based sales are only marked by a checkbox. A tracker saves the assembly work; the official filing remains the record, and any tracker's line should link to it. OQRO's insider trades page (/insiders) does that for covered companies, and its coverage and update frequency are described on the coverage page (/coverage). ## What does Include, Exclude or Only change? The Ownership Forms 3, 4 and 5 control on Company Search has three settings, according to the Search Filings page. Include mixes insider forms in with the company's other filings. Exclude hides them. Only shows nothing but insider forms. For a first look at insider activity, Only is the setting that removes the annual reports, quarterly reports and other filings so that the list is short enough to scan. ## How far back can you look? EDGAR began in 1994 and 1995, per the SEC's page on accessing EDGAR data, and the full-text search covers filings since 2001. For a company that has been listed for decades, insider filings from the earliest years may be absent or paper-based. For a recent question, such as what the officers did in the last year, a company search filtered to ownership forms is enough. Open each filing from the list rather than relying on the list line alone. The list shows the form type and the filing date; the trade date, price and amount are inside the document. Filing date and trade date can differ by up to two business days when the filing is on time. ## What this does not tell you A list of Forms 4 is a list of reports, not a verdict. It does not say why a person traded, whether a trade was planned in advance unless the plan box or a footnote says so, or whether a given person has information others lack. The SEC's own bulletin notes that insiders may sell for liquidity and diversification, among other reasons. A missing filing in your search may only mean it has not been filed yet, or that the person's CIK or the company's name was typed differently. ## Sources - SEC Search Filings (EDGAR company search) (https://www.sec.gov/search-filings), opened 2026-10-10 - SEC EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-10 - SEC: EDGAR application programming interfaces (data.sec.gov) (https://www.sec.gov/edgar/sec-api-documentation), opened 2026-10-10 - SEC: Accessing EDGAR data (fair access) (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), opened 2026-10-10 --- # How do you read the tables on a Form 4? URL: https://oqro.io/learn/blog/form-4-tables-direct-indirect-ownership Question: How do you read the tables on a Form 4? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A Form 4 has two tables. Table I lists transactions in the company's shares: date, code, amount, price and the total held afterwards. Table II lists options, warrants and other derivative securities. Each line also says whether the holding is direct or indirect, and indirect ownership names how it is held, such as through a trust. ## What is on the front of the form? Before the tables, the Form 4 (https://www.sec.gov/files/form4.pdf) names the reporting person and the issuer with its ticker, shows the date of the earliest transaction being reported, and has a relationship box: director, officer (with the title written in), 10 percent owner or other. A footer on the form warns that intentional misstatements or omissions of facts constitute federal criminal violations. A checkbox, added for reports filed from April 2023, indicates that a transaction was made under a Rule 10b5-1 contract, instruction or written plan. ## What is Table I? Table I is headed "Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned", which in practice means the company's shares. Its columns are: Column | What it shows Title of security | For example common stock Transaction date, and deemed execution date if any | When the trade happened Transaction code | A letter for the type of transaction (see the codes explained (/learn/blog/sec-form-4-transaction-codes)) Amount, then (A) or (D), then price | How many shares, whether acquired or disposed of, and the price Amount owned following the reported transaction | The total held after this line Ownership form | Direct (D) or indirect (I) Nature of indirect beneficial ownership | How the shares are held, when the form is I The form's own reminder says to report on a separate line for each class of securities owned directly or indirectly. One filing can therefore carry several lines: a purchase on one date, a second purchase at another price on the same day, and so on. ## What is Table II? Table II is for derivative securities, which the form lists as puts, calls, warrants, options and convertible securities. Its columns include the title of the derivative, the conversion or exercise price, the transaction date and code, the number acquired (A) or disposed of (D), the date exercisable and expiration date, the title and amount of the underlying securities, the price of the derivative, the number owned after the transaction, and the same direct or indirect columns as Table I. An option award and a later exercise are reported on Table II lines. ## What do D and I mean in the ownership column? The letter D is used twice on the form, which is a common source of confusion. In the transaction columns, (A) and (D) mean acquired and disposed of. In the ownership column, D and I mean direct and indirect. Direct means the insider holds the shares in their own name. Indirect means they are held some other way, such as through a trust, a company or a family member's account, and the "nature of indirect beneficial ownership" column is meant to say how. The reason indirect holdings appear at all is the definition in Rule 16a-1 (https://www.law.cornell.edu/cfr/text/17/240.16a-1): for reporting purposes, a beneficial owner is any person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities. The rule lists situations that count and situations that do not, so the presence of a line marked I is not an accusation of anything. It is a disclosure of how the shares are held. ## Where are the footnotes? Below the tables is a box called "Explanation of Responses". Footnotes there can explain the nature of a line: that a sale was made under a plan, that shares were withheld to pay tax, or that shares are held by a trust. If a line looks odd, read the footnote before drawing any conclusion. OQRO's Form 4 guide (/learn/form-4) walks through a real example. ## How do you find the filing? On EDGAR, search for the company or the person, filter for ownership forms, and open the Form 4. How to find a company's insider trades on EDGAR (/learn/blog/find-insider-trades-on-edgar) has the steps. The OQRO insider trades page (/insiders) puts each line in a sentence and links the filing. ## What does a worked reading look like? As an illustration, suppose Table I holds one line: common stock, code S, an amount of 10,000 shares marked (D) for disposed of, a price per share, and an amount owned following the transaction of 50,000 shares marked D for direct ownership. Read it in order. The insider sold 10,000 shares on the transaction date. After that sale the insider held 50,000 shares directly in their own name. If a second line, marked I with a note naming a family trust, showed 20,000 more shares, those are held indirectly and listed separately, and the footnote would say how. Now suppose the box for Rule 10b5-1 is checked and a footnote refers to a plan adopted on an earlier date. Then the sale was reported as made under a plan the insider adopted before the trade, which is information about how it was scheduled and nothing more. ## What this does not tell you The tables report what was done, not why. A line with code S in Table I can be a plan-based sale, a sale to cover taxes, or an ordinary sale, and only the footnotes and the plan checkbox say which. The "amount owned following" column is the insider's own report of the total held and can include indirect holdings on other lines. The tables also do not show the insider's total wealth, other holdings or any plans for the future. ## Sources - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 - Rule 16a-1, 17 CFR 240.16a-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.16a-1), opened 2026-10-10 - SEC fact sheet: Rule 10b5-1, insider trading arrangements and related disclosure (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-10 --- # What are SEC Forms 3, 4 and 5, and when are they due? URL: https://oqro.io/learn/blog/forms-3-4-5-explained Question: What are SEC Forms 3, 4 and 5, and when are they due? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Form 3 is the first report an insider files, within 10 days of becoming one, listing what they own. Form 4 reports a transaction and is due within two business days. Form 5 is a year-end report, generally due 45 days after the fiscal year ends, for items not reported earlier. All three are public on SEC EDGAR. ## What does each form report? All three forms come from the same rule, Section 16 of the Securities Exchange Act, which applies to directors, officers and owners of more than 10 percent of a company's registered stock (see who has to file (/learn/blog/who-files-form-4-insiders)). The SEC's investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) describes them this way. Form | What it reports | When it is due Form 3 | The insider's initial holdings of the company's securities | Within 10 days after the person becomes an insider Form 4 | A transaction in the company's securities, with amount and price | Within two business days after the transaction date Form 5 | Items not reported during the year because of an exemption or a failure to report earlier | Generally no later than 45 days after the company's fiscal year ends The statute is consistent with the first row: Section 16(a) (https://www.law.cornell.edu/uscode/text/15/78p) requires the initial statement within ten days after a person becomes a beneficial owner, director or officer. The forms themselves, with their instructions, are on sec.gov: Form 3 (https://www.sec.gov/files/form3.pdf), Form 4 (https://www.sec.gov/files/form4.pdf) and Form 5 (https://www.sec.gov/files/form5.pdf). ## What is a Form 3 for? When a person is hired as an officer or elected a director, a Form 3 sets the baseline: how many shares, options or other securities the person holds on the day the status begins. It is the starting balance against which later Forms 4 are read. A Form 3 is not a trade. It tells you what someone owned when they became an insider. ## What is a Form 4 for? In most cases, when an insider executes a transaction, a Form 4 follows. The bulletin says the form makes the public aware of the transaction, including the amount purchased or sold and the price per share, and that both common stock and derivative securities such as options, warrants and convertible securities are reported. Each transaction is coded to show its nature: P for a purchase on an exchange or from another person, S for a sale, A for a grant or award from the company, M for the exercise or conversion of a derivative security, F for payment of an exercise price or tax using securities received from the company, and G for a gift, among others. The full list of codes, with examples, is in what the Form 4 transaction codes mean (/learn/blog/sec-form-4-transaction-codes). Since reports filed on or after 1 April 2023, a Form 4 also carries a checkbox showing that a transaction was intended to satisfy the Rule 10b5-1 defense, as the SEC's fact sheet (https://www.sec.gov/files/33-11138-fact-sheet.pdf) states. ## What is a Form 5 for? A Form 5 is required only when at least one transaction was not reported during the year, because an exemption applied or because it was not reported earlier. The bulletin gives an example: certain purchases by an insider of less than $10,000 in a six-month period do not have to be reported on a Form 4 when they happen but do have to be reported on a Form 5. A Form 5 does not repeat what was already reported, and it uses the same codes as a Form 4. ## A worked sequence As an illustration of how the forms fit together, take a person who is hired as a company's chief financial officer. A Form 3 is filed within 10 days of the start date. When the officer later buys shares in the open market, a Form 4 with code P is due within two business days. If the officer is granted stock by the company, that is also reported on a Form 4 with code A, and so on. Reading the sequence of forms for one person, oldest first, gives the full ownership history that the public record contains. ## Where to find them All three are public on SEC EDGAR, and the bulletin points to the EDGAR database for them. The article on finding a company's insider trades on EDGAR (/learn/blog/find-insider-trades-on-edgar) walks through the search. OQRO's Form 4 guide (/learn/form-4) shows a real filing line by line. ## Which form answers which question? A quick reference. What did this person own when they became an insider? Form 3. What did they do recently? Form 4. Was anything missed or exempt during the year? Form 5. Was a sale planned in advance? The Rule 10b5-1 box on a Form 4 says the insider marked it so, and a separate Form 144 announces a proposed sale under Rule 144 (see the article on Form 144 listed under related guides). Where is the full list of transaction codes? In the general instructions to Form 4, which the SEC bulletin points to. Reading the forms in date order for one person gives a ledger: a Form 3 for the opening balance, a Form 4 for each change and, if needed, a Form 5 for items outside the Form 4 rules. ## What this does not tell you The forms record holdings and transactions, not reasons. The bulletin says that many investors believe insider purchases and sales can provide useful information about the views of insiders, and also that insiders may sell for any number of reasons, including liquidity and diversification. A Form 3 does not show the value of the holdings, only the amounts. A Form 4 filed on time is still filed after the trade, so it is a record of the past two business days at the latest, not a live feed. ## Sources - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 - Section 16 of the Securities Exchange Act, 15 U.S.C. 78p (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-10 - SEC Form 3 (https://www.sec.gov/files/form3.pdf), opened 2026-10-10 - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 - SEC Form 5 (https://www.sec.gov/files/form5.pdf), opened 2026-10-10 - SEC fact sheet: Rule 10b5-1, insider trading arrangements and related disclosure (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-10 --- # 30 terms in public disclosure, in plain English URL: https://oqro.io/learn/blog/glossary-30-public-disclosure-terms Question: What are the key terms in public disclosure filings? Topic: How to read a filing. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. 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 (https://www.law.cornell.edu/uscode/text/15/78p)) 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) (https://www.law.cornell.edu/cfr/text/17/240.16a-1)) Form 3 | An insider's first report of holdings, due within 10 days of becoming an insider (SEC bulletin (https://www.sec.gov/files/forms-3-4-5.pdf)) Form 4 | A report of a transaction, due within two business days (SEC bulletin (https://www.sec.gov/files/forms-3-4-5.pdf)) Form 5 | A year-end report, generally due 45 days after fiscal year end, for items not reported earlier (SEC bulletin (https://www.sec.gov/files/forms-3-4-5.pdf)) 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 (https://www.sec.gov/files/forms-3-4-5.pdf)) Direct or indirect ownership | Whether shares are held in the insider's own name or another way, such as a trust (Form 4 (https://www.sec.gov/files/form4.pdf)) 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 (https://www.sec.gov/files/33-11138-fact-sheet.pdf)) 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 (https://www.sec.gov/files/33-11138-fact-sheet.pdf)) Short-swing profit | Profit from a purchase and sale within less than six months, recoverable by the company (Section 16(b) (https://www.law.cornell.edu/uscode/text/15/78p)) ## 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 (https://www.law.cornell.edu/cfr/text/17/240.13d-1)) Schedule 13G | The short-form report of a stake above 5 percent by passive or institutional holders (SEC fact sheet (https://www.sec.gov/files/33-11253-fact-sheet.pdf)) 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 (https://www.law.cornell.edu/cfr/text/17/240.13f-1)) Short interest | Short positions in a security reported to FINRA by broker-dealers (FINRA (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/data)) ## 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 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm)) Periodic transaction report | The report of a purchase, sale or exchange above $1,000 by a member, spouse or dependent child (House form (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf)) 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 (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf)) Qualified blind trust | A trust certified by the Office of Government Ethics, with an independent trustee and a model document (5 CFR 2634.402 (https://www.law.cornell.edu/cfr/text/5/2634.402)) OGE Form 278e | The executive-branch public financial disclosure report (OGE guide (https://www.oge.gov/Web/278eGuide.nsf)) OGE Form 278-T | The executive-branch periodic transaction report (OGE guide (https://www.oge.gov/Web/278eGuide.nsf)) Executive order | A numbered document through which the President manages the operations of the government (National Archives (https://www.archives.gov/federal-register/executive-orders/about.html)) ## 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 (https://api.usaspending.gov/api/v2/references/glossary/?limit=200)) Potential award amount | The total that could be obligated if the base and all options are exercised (USAspending glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200)) Modification number | The identifier of a later change to an initial award (USAspending glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200)) UEI | The Unique Entity Identifier created in SAM.gov for a registered business (USAspending glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200)) Prime recipient | The entity that receives funds directly from the federal government (USAspending glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200)) LD-1 | A lobbyist's registration, within 45 days of first contact or hiring (2 U.S.C. 1603 (https://www.law.cornell.edu/uscode/text/2/1603)) LD-2 | The quarterly lobbying activity report, due 20 days after quarter end (2 U.S.C. 1604 (https://www.law.cornell.edu/uscode/text/2/1604)) LD-203 | The semiannual report of certain contributions (2 U.S.C. 1604 (https://www.law.cornell.edu/uscode/text/2/1604)) FARA | The law requiring certain agents of foreign principals to disclose their relationship and activities (Justice Department (https://www.fara.gov/)) ## 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 (/learn/blog/how-to-read-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 (/learn/blog/ceo-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 (/insiders) and the institutions page (/institutions) 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) (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-10 - Rule 16a-1, 17 CFR 240.16a-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.16a-1), opened 2026-10-10 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 - SEC fact sheet: Rule 10b5-1, insider trading arrangements and related disclosure (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-10 - Rule 13d-1, 17 CFR 240.13d-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13d-1), opened 2026-10-10 - SEC fact sheet: Modernization of beneficial ownership reporting (https://www.sec.gov/files/33-11253-fact-sheet.pdf), opened 2026-10-10 - Rule 13f-1, 17 CFR 240.13f-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13f-1), opened 2026-10-10 - FINRA: Equity Short Interest Data (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/data), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - 5 CFR 2634.402, qualified trusts: definitions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.402), opened 2026-10-10 - OGE: Public Financial Disclosure Guide (OGE Form 278e and 278-T) (https://www.oge.gov/Web/278eGuide.nsf), opened 2026-10-10 - National Archives: FAQ about executive orders (https://www.archives.gov/federal-register/executive-orders/about.html), opened 2026-10-10 - USAspending API: glossary of terms (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), opened 2026-10-10 - 2 U.S.C. 1603, registration of lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1603), opened 2026-10-10 - 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1604), opened 2026-10-10 - Foreign Agents Registration Act, US Department of Justice (fara.gov) (https://www.fara.gov/), opened 2026-10-10 --- # How do the House and Senate publish stock trade disclosures? URL: https://oqro.io/learn/blog/house-vs-senate-disclosure-sites Question: How do the House and Senate publish stock trade disclosures? Topic: Congress trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: House reports are filed with the Clerk of the House, electronically or on paper, and posted on the Clerk's website. The STOCK Act requires both chambers to make the forms public on their official websites within 30 days of filing. The Senate runs its own site, which refused automated access when we tried it. ## Where do House members file? The House Ethics Committee's financial disclosure page (https://ethics.house.gov/financial-disclosure/) says that Title I of the Ethics in Government Act of 1978 (5 U.S.C. 13101 to 13111) requires Members, Officers, certain employees of the House and related offices, and candidates for the House to file financial disclosure reports with the Clerk of the House. Members, officers and certain employees must also disclose transactions over $1,000 in certain securities by the earlier of 30 days from being made aware of the transaction or 45 days from the transaction. Annual reports and periodic transaction reports (including amendments) are filed with the Clerk, not with the Committee. They may be completed and submitted either through an electronic filing system at fd.house.gov or on paper forms delivered to the Clerk at the Legislative Resource Center, Room B-81 Cannon House Office Building. The Committee strongly encourages electronic filing. Paper filers submit an original with an original signature and photocopies. The Clerk's own site has a "Financial Disclosure Reports" page under its Disclosures menu, which is where the public reads the filings: disclosures-clerk.house.gov (https://disclosures-clerk.house.gov/FinancialDisclosure). ## What does the law say about posting? The STOCK Act, Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), has a public-access provision. It says the reports must be made available to the public on the official websites of the Senate and the House of Representatives not later than 30 days after the forms are filed, and that notices of extension for financial disclosure are to be made available electronically along with the related disclosure. A parallel provision covers executive branch agencies' websites. So the legal deadline for posting is 30 days after filing, which is additional to the filing delay itself (see why public disclosures are always late (/learn/blog/why-disclosures-arrive-late)). ## What about the Senate? The Senate publishes through its own electronic financial disclosure search site. When we tried to open it, and the Senate Ethics page for financial disclosure, by script on 10 October 2026, both refused automated requests, and existing OQRO articles note the same for the search site. We therefore make no statement here about the Senate's file formats, search options or how quickly it posts reports. Open the Senate site in a browser and check its own instructions. This is a limit of the sources we could read, not a finding about the Senate. The legal requirement is the same for both chambers, as the STOCK Act text above shows. ## Are paper filings readable by programs? OQRO's coverage page states that reports filed on paper and scanned are not machine-readable and are not included in its data, so a trade that was filed only on paper will be on the official site but not on OQRO. The coverage page lists exactly what OQRO includes and the methodology page (/methodology) says how. ## How do the two chambers' reports differ for a reader? What we can say from the sources we read is limited to the House: the House form is a single-purpose document with a list of transactions, ownership marks, dates of transaction and notification, and a value category (see how to read a Congress periodic transaction report (/learn/blog/how-to-read-a-congress-periodic-transaction-report)). For the Senate, read the filing itself. When you compare a House member and a Senator, compare the underlying official filings, not a summary of either. ## Which date is which? Several dates are in play: the date of the transaction, the date the member was notified of it, the date the report was filed, and the date it was posted. The House form asks for the first two. The deadline is the earlier of 30 days after notification or 45 days after the transaction, and the form says a $200 penalty is assessed on anyone who files more than 30 days late. ## How can you check a trade yourself? For a House member, open the Clerk's Financial Disclosure Reports page, find the member's filing, and read the periodic transaction report. Compare three dates: the transaction date, the date the member was notified, and the date of the signature on the report. The deadline is the earlier of 30 days after notification or 45 days after the transaction, so you can see whether the filing was timely. For a Senator, open the Senate's financial disclosure search in a browser and read the filing there; we could not read it by script and make no claim about its layout. If a tracker's figure and the official filing differ, the filing is the authority. A tracker may round, group or omit paper filings, and the official site is where an error would be corrected by an amended report. ## What this does not tell you The existence of a report on a chamber's site says that the filing was made and posted, not that it is complete or correct beyond the filer's certification. It does not say why a trade was made. The two sites also do not offer the same tools, and we did not compare them. For a combined list across both chambers with each trade linked to the official filing, see the politician trades page (/political). ## Sources - House Ethics Committee: Financial Disclosure (https://ethics.house.gov/financial-disclosure/), opened 2026-10-10 - Office of the Clerk, US House of Representatives, financial disclosure reports (https://disclosures-clerk.house.gov/FinancialDisclosure), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-10 --- # What are LD-1, LD-2 and LD-203 lobbying reports? URL: https://oqro.io/learn/blog/ld-1-ld-2-ld-203-lobbying-reports Question: What are LD-1, LD-2 and LD-203 lobbying reports? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Under the Lobbying Disclosure Act, an LD-1 registers a lobbyist or lobbying firm within 45 days of first lobbying contact or hiring. An LD-2 reports lobbying activity each quarter, due 20 days after the quarter ends. An LD-203 reports certain contributions twice a year, due by 30 July and 30 January. ## What does the law require? The Lobbying Disclosure Act is the source of three filings. Section 1603 (https://www.law.cornell.edu/uscode/text/2/1603) covers registration: no later than 45 days after a lobbyist first makes a lobbying contact, or is employed or retained to make one, whichever is earlier (or on the first business day after the 45th day if it falls on a non-business day), the lobbyist, or the organization employing the lobbyist, must register with the Secretary of the Senate and the Clerk of the House of Representatives. Section 1604 (https://www.law.cornell.edu/uscode/text/2/1604) covers the reports that follow. Form | What it is | Deadline LD-1 | Registration | Within 45 days of the first lobbying contact or of being employed or retained LD-2 | Quarterly activity report | No later than 20 days after the end of the quarter (periods begin in January, April, July and October) LD-203 | Semiannual contributions report | By 30 July and 30 January, covering the first and second halves of the year If a deadline falls on a weekend or holiday, the statute moves it to the next business day. The House lobbying disclosure site publishes guidance (https://lobbyingdisclosure.house.gov/ldaguidance.pdf) on all three, last revised 28 February 2025, and has its own home page (https://lobbyingdisclosure.house.gov/). ## What is in an LD-2? According to section 1604(b), each quarterly report contains the registrant's name, the client's name and updates to the registration, and, for each general issue area in which the registrant lobbied for the client: - a list of the specific issues, including, to the maximum extent practicable, bill numbers and references to specific executive branch actions; - a statement of the Houses of Congress and the federal agencies contacted; - the employees who acted as lobbyists for the client; and - a description of the interest, if any, of any foreign entity identified in the registration in the specific issues. A lobbying firm also reports a good-faith estimate of the income received from the client for lobbying, and an organization lobbying for itself reports its expenses. A separate report is filed for each client. If income or expenses are under $5,000 for the period, the report includes a statement to that effect. OQRO's article on how to read an LD-2 (/learn/blog/lobbying-disclosure-report-ld-2) walks through a real one. ## What is an LD-203? Section 1604(d) requires registered organizations and each employee listed as a lobbyist to file, not later than 30 days after the end of each semiannual period beginning in January and July, a report on certain contributions. The guidance says registrants and active lobbyists file separate reports detailing contributions under the Federal Election Campaign Act, honorary contributions and other contributions it lists. So an LD-203 is about money given, not lobbying done. ## When must someone register at all? The guidance states that the thresholds are adjusted for inflation. After 1 January 2025, an organization employing in-house lobbyists is exempt from registration if its total expenses for lobbying activities do not exceed and are not expected to exceed $16,000 in a quarterly period, and the income threshold for lobbying firms is $3,500. Below those figures a firm or organization need not register for that client or quarter. The guidance has a full section on who must register and when. ## What did the JACK Act add? The guidance says the Justice Against Corruption on K Street Act of 2018 amended the Lobbying Disclosure Act, effective 3 January 2019, so that registrations and quarterly reports must disclose any listed lobbyist convicted in a federal or state court of an offense involving bribery, extortion, embezzlement, an illegal kickback, tax evasion, fraud, a conflict of interest, a false statement, perjury or money laundering. The online system has fields for it. ## Where do you search them? The registrations and reports are filed with the Secretary of the Senate and the Clerk of the House, and the House lobbying disclosure site publishes the guidance. OQRO shows each company's lobbying reports on its company pages and links the original filing. ## How do the three filings fit together? An illustration. A lobbying firm is retained by a client in one month. It must register within 45 days of being retained or making its first lobbying contact, whichever is earlier, which is the LD-1. After each quarter it files an LD-2 for that client within 20 days of the quarter's end, listing issues, bills, the Houses of Congress and agencies contacted and a good-faith income estimate. In July and January it and each listed lobbyist file an LD-203 on contributions. A later quarter with no LD-2 can have several explanations that the guidance covers, for example that the registration was validly terminated, since reports are expected until a registration is terminated. ## What this does not tell you A lobbying report says who lobbied for whom, on which issues, and roughly how much was spent. It does not say what was said, whether the lobbying worked, or how it relates to any contract or vote. Amounts are estimates in the form the law prescribes. A report for a quarter exists only if the filer was registered and above the thresholds. See also how to find federal contracts for a public company (/learn/blog/find-federal-contracts-for-a-public-company) for the other side of the government relationship, and the contracts page (/contracts). ## Sources - 2 U.S.C. 1603, registration of lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1603), opened 2026-10-10 - 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1604), opened 2026-10-10 - Lobbying Disclosure Act Guidance (lobbyingdisclosure.house.gov) (https://lobbyingdisclosure.house.gov/ldaguidance.pdf), opened 2026-10-10 - Lobbying Disclosure, Office of the Clerk, US House of Representatives (https://lobbyingdisclosure.house.gov/), opened 2026-10-10 --- # What are OGE Form 278e and OGE Form 278-T? URL: https://oqro.io/learn/blog/oge-278e-vs-278-t Question: What are OGE Form 278e and OGE Form 278-T? Topic: Presidents and officials. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: OGE Form 278e is the public financial disclosure report that senior executive-branch officials, nominees and presidential candidates file. OGE Form 278-T is the supplemental periodic transaction report for securities purchases, sales and exchanges above $1,000, due within 30 days of notice and no later than 45 days after the transaction. ## What is the OGE Form 278e? The Office of Government Ethics (OGE) publishes a Public Financial Disclosure Guide (https://www.oge.gov/Web/278eGuide.nsf) for completing and reviewing the Executive Branch Personnel Public Financial Disclosure Report (OGE Form 278e) and the supplemental Periodic Transaction Report (OGE Form 278-T). The guide explains that Congress enacted the financial disclosure provisions of the Ethics in Government Act because it determined that citizens should know their leaders' financial interests, and that the forms request only as much information as the Act requires. The guide's overview lists the occasions on which a 278e is filed: Report | Who files it Candidate | A candidate for nomination or election to President or Vice President Nominee | A Presidential nominee to a position requiring Senate confirmation (other than judicial and certain Foreign Service and uniformed-service nominees) New entrant | Someone who assumes the duties of a covered position, unless expected to serve no more than 60 days in a calendar year or moving between covered positions with a break of no more than 30 days Annual (incumbent) | Someone who served more than 60 days in a covered position in the preceding calendar year Termination | Someone who leaves a covered position, with the same exceptions Candidates download the form from OGE and submit it to the Federal Election Commission. Other filers, in most cases, file electronically through Integrity, a web-based system developed and administered by OGE, or another agency-supported system. ## What is the OGE Form 278-T? The 278-T is the periodic transaction report. Per the guide, you must file one if you are in a covered position, have served or are expected to serve in it for more than 60 days, and have a reportable transaction. You do not file a negative report when there is none. The report has a general information section and a section for transactions. The guide gives two due dates under the Ethics in Government Act: within 30 days of receiving notification of a transaction, but no later than 45 days after the transaction. The rule behind it, 5 CFR 2634.309 (https://www.law.cornell.edu/cfr/text/5/2634.309), says reports must include a brief description, the date and the value (using the regulation's categories of value) of any purchase, sale or exchange of stocks, bonds, commodity futures and other securities in which the amount exceeds $1,000. Exceptions include transactions solely among the reporting individual, spouse and dependent children, Treasury securities, money market funds and bank accounts on terms available to the public, and transactions that occurred when the person was not a filer. ## Who is a public filer? The regulation 5 CFR 2634.202 (https://www.law.cornell.edu/cfr/text/5/2634.202) defines the public filer. It includes the President, the Vice President, and each officer or employee in the executive branch, including a special Government employee, whose position is classified above GS-15 of the General Schedule or whose basic pay is fixed at a rate equal to or greater than 120 percent of the minimum rate for GS-15, and members of the uniformed services at specified pay grades. We have not listed the full set. For timing, 5 CFR 2634.201 (https://www.law.cornell.edu/cfr/text/5/2634.201) says an incumbent who performed the duties of a position for more than 60 days in a year files a report on or before 15 May of the following year, and a new entrant files within 30 days of assuming the position. ## How is this different from the Congress report? Both come from Title I of the Ethics in Government Act, and the STOCK Act added the same transaction-report rule for the President, the Vice President, executive-branch officers and employees and others, as its text shows: a report no later than 30 days after notification and never later than 45 days after the transaction. The differences are the form and the place of filing. Members of the House file a periodic transaction report with the Clerk of the House (see how the House and Senate publish disclosures (/learn/blog/house-vs-senate-disclosure-sites)), while executive-branch filers use OGE's forms and systems. ## Where do you find the reports? OGE's home page (https://www.oge.gov/) has a task called "Find an Individual's Ethics Document" and a collection described as "View Officials' Individual Disclosures", which lists Financial Disclosure Reports, Certificates of Divestiture, Ethics Pledge Waivers, Ethics Agreements and other documents. ## How do the House and executive-branch transaction reports compare? | House periodic transaction report | OGE Form 278-T Who files | Members, and officers and employees who are senior staff | Executive-branch public filers with a reportable transaction What is reportable | Purchases, sales and exchanges of securities above $1,000 | Purchases, sales and exchanges of securities above $1,000 Due | Earlier of 30 days after notice or 45 days after the transaction | Within 30 days of notice, no later than 45 days after the transaction Where filed | The Clerk of the House, electronically or on paper | Electronically, in most cases through OGE's Integrity system or the agency's system The deadline and the threshold are the same because the STOCK Act added the same transaction rule for each group. The forms and the offices that receive them are different. ## What this does not tell you A 278-T says that a covered person reported a transaction above $1,000, with a value category and dates. It does not say why the transaction happened, who decided it, or whether the person was aware of nonpublic information. A person with no reportable transactions files none. A 278e shows holdings and income as reported at the time of filing, not afterwards. OQRO's White House page (/political/white-house) lists officials and presidential actions from official pages and does not load their financial disclosures; the reports themselves are on OGE's site. This article does not suggest any use of the information by anyone. ## Sources - OGE: Public Financial Disclosure Guide (OGE Form 278e and 278-T) (https://www.oge.gov/Web/278eGuide.nsf), opened 2026-10-10 - 5 CFR 2634.309, periodic reporting of transactions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.309), opened 2026-10-10 - 5 CFR 2634.202, public filer defined (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.202), opened 2026-10-10 - 5 CFR 2634.201, general requirements, filing dates and extensions (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.201), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - US Office of Government Ethics home page (https://www.oge.gov/), opened 2026-10-10 --- # What is the difference between Schedule 13D and 13G? URL: https://oqro.io/learn/blog/schedule-13d-vs-13g Question: What is the difference between Schedule 13D and 13G? Topic: Funds and 13F. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Anyone who beneficially owns more than 5 percent of a listed company's stock must file Schedule 13D or 13G. An investor with control intent files the longer Schedule 13D, within five business days. Passive investors and certain institutions file the shorter Schedule 13G, with deadlines that differ by type of holder. ## Who has to file, and which form? The SEC's fact sheet (https://www.sec.gov/files/33-11253-fact-sheet.pdf) on the 2023 beneficial ownership rules says that Exchange Act Sections 13(d) and 13(g), with Regulation 13D-G, require an investor who beneficially owns more than 5 percent of a covered class of equity securities to publicly file either a Schedule 13D or a Schedule 13G. An investor with control intent files Schedule 13D. Exempt investors and investors without control intent, such as qualified institutional investors and passive investors, file Schedule 13G. The 13D is the longer form and states the purpose of the acquisition. The 13G is the short form. Rule 13d-1 (https://www.law.cornell.edu/cfr/text/17/240.13d-1) lets a person who would otherwise have to file a 13D file a short-form 13G instead, but only in defined cases. ## What are the deadlines? Filing | Who | Initial deadline Schedule 13D | Investor above 5 percent, including those with control intent | Within five business days after the acquisition Schedule 13G, passive investor | A person who has not acquired the securities with a purpose or effect of changing or influencing control | Within five business days after the acquisition Schedule 13G, qualified institutional or exempt investor | Certain institutions and exempt holders | Within 45 days after the end of the calendar quarter in which the person became obligated to report The rule text adds a tighter rule for institutions: if their ownership exceeds 10 percent before the end of the quarter, the initial 13G is due within five business days after the end of the first month in which ownership exceeds 10 percent, computed as of the last day of the month. The SEC says the initial deadlines had not been updated since 1968 (Schedule 13D) and 1977 (Schedule 13G). The 13D deadline had been 10 days, and for qualified institutional and exempt investors the 13G was due 45 days after the end of the calendar year. The 2023 amendments shortened them, and compliance with the revised 13G deadlines was required from 30 September 2024. ## What about changes? For Schedule 13D, the amendments shortened the deadline for filing an amendment to two business days. For Schedule 13G, an amendment is generally due 45 days after the end of the calendar quarter in which a material change occurred, rather than 45 days after the end of the year. For qualified institutional investors and passive investors, the amendment obligations are accelerated when ownership exceeds 10 percent or changes by 5 percent. The same fact sheet says Schedule 13D and 13G filings must use a structured, machine-readable data language, required from 18 December 2024. That makes the filings easier for programs to read, including OQRO's 5% stakes page (/activists), which separates 13D filers from passive 13G filers. ## Where does the intent come from? The 13D includes the filer's stated purpose, so reading Item 4 of a Schedule 13D tells you what the filer said about its plans. The fact sheet notes that the SEC's adopting release also gives guidance on when two or more persons are acting as a group, which turns on facts and circumstances and does not depend only on an express agreement. Group status therefore can change who has to file. ## How is it different from a 13F? A Schedule 13D or 13G is about one holder's stake in one company, filed when a threshold is crossed, and it can arrive within days. A Form 13F is a quarter-end list of a manager's holdings across many companies, filed within 45 days after the quarter. They answer different questions. See what a 13F leaves out (/learn/blog/what-form-13f-leaves-out) for the other side. ## How can you tell which one you are reading? Check the form's title first: the document says Schedule 13D or Schedule 13G at the top. A 13D is the longer filing and carries the filer's statement of purpose, so it is the one that tells you what the investor said about its plans. A 13G is the short form for filers that are passive or fall in an exempt or institutional category. Then check the dates. A 13D or a passive 13G arrives within five business days after the acquisition, while a 13G from a qualified institutional or exempt investor can arrive up to 45 days after the end of the calendar quarter, which can be weeks after the stake crossed the line. An amendment can change the picture: a 13D amendment is due within two business days of a material change, and the 13G rules were tightened for holders above 10 percent or with a 5 percent change. ## What this does not tell you A 13G filing says that the holder is above the threshold and falls in the passive or exempt category. It does not say the holder will stay passive, and a holder that stops being passive moves into the 13D rules (see Rule 13d-1(e)). A 13D says what the filer stated at the time. It does not predict what the filer will do, and a stake above 5 percent is not an instruction to anyone. The filing also does not show the price paid unless the filer states it. For plain-language help with the forms, see the Schedule 13D and 13G guide (/learn/schedule-13d-13g). ## Sources - SEC fact sheet: Modernization of beneficial ownership reporting (https://www.sec.gov/files/33-11253-fact-sheet.pdf), opened 2026-10-10 - Rule 13d-1, 17 CFR 240.13d-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13d-1), opened 2026-10-10 --- # What is the six-month short-swing profit rule? URL: https://oqro.io/learn/blog/short-swing-profit-rule-section-16b Question: What is the six-month short-swing profit rule? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Section 16(b) of the Securities Exchange Act says that any profit an officer, director or 10 percent owner makes from a purchase and sale, or sale and purchase, of the company's stock within a period of less than six months belongs to the company. It applies whatever the insider intended. A civil claim, not a criminal charge. ## What does the statute say? The rule sits in subsection (b) of Section 16 (https://www.law.cornell.edu/uscode/text/15/78p) of the Securities Exchange Act. Its stated purpose is preventing the unfair use of information which may have been obtained by a beneficial owner, director or officer by reason of the relationship to the issuer. To do that, it provides that any profit realized by such a person from any purchase and sale, or any sale and purchase, of any equity security of the issuer within any period of less than six months is to inure to and be recoverable by the issuer, irrespective of any intention on the part of the insider in entering into the transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. The phrase "irrespective of any intention" matters. The rule does not ask whether the insider had inside information or meant to profit quickly. It sets a mechanical test based on timing and covered status. ## Who can bring a claim? The statute names two possible plaintiffs. The issuer can sue to recover the profit. If the issuer fails or refuses to bring the suit within sixty days after a request, or fails diligently to prosecute it, the owner of any security of the issuer can sue in the name and on behalf of the issuer. No suit may be brought more than two years after the date the profit was realized. The money goes to the company, not to the person who sues. This makes Section 16(b) different from the insider trading prohibition in Rule 10b-5, which is enforced by the SEC and by prosecutors and turns on material nonpublic information (see is insider trading legal (/learn/blog/is-insider-trading-legal)). Section 16(b) is a company-recovery rule and is not a charge of wrongdoing. ## Who is covered, and when? The rule covers a beneficial owner of more than 10 percent, a director or an officer of the issuer, which is the same group that files Forms 3, 4 and 5 (see who counts as an insider (/learn/blog/who-files-form-4-insiders)). The statute also says the subsection does not cover a transaction where the beneficial owner was not such at both the time of the purchase and the sale, or the sale and purchase. It excludes an equity security acquired in good faith in connection with a debt previously contracted, and exempted securities. The SEC has rules that exempt or modify the treatment of various transactions, which this article does not cover. ## How does it relate to what you see on a Form 4? The two pieces of data the rule turns on, dates and prices of purchases and sales, are exactly what a Form 4 (https://www.sec.gov/files/form4.pdf) reports. Because Forms 4 are public, anyone can see a purchase and a sale by the same insider close together. The bulletin from the SEC describes the form's purpose as making the public aware of insider transactions (see Forms 3, 4 and 5 (/learn/blog/forms-3-4-5-explained)). For example, if an officer buys shares in March and sells shares in May of the same year, the filings will show both. Whether that pair produces a recoverable profit depends on how the pair is matched and valued under the rule and the SEC's regulations, which are not set out in the statute's own text and which this article does not try to apply. ## What does the statute leave unsaid? It helps to separate what the text of the statute says from what it does not. It says that profit from a purchase and sale, or sale and purchase, within less than six months is recoverable by the issuer, whatever the insider intended. It says who may sue, after what request and within what time. It says the subsection does not reach a transaction where the person was not an insider at both ends. It does not say how to pair a particular purchase with a particular sale when there are many of each, how to calculate the profit, or which transactions are exempt by rule. Those details are in SEC regulations and in court decisions, and they are why a reader should not try to compute a Section 16(b) figure from a list of trades. For a reader of filings, the practical lesson is narrow: the dates on the forms are public, and the six-month window is why some insiders' purchases and sales are spaced as they are. ## What this does not tell you Seeing a purchase and a sale within six months on Forms 4 does not mean there is a Section 16(b) claim: the statute has exclusions, the SEC rules have exemptions, and the calculation is not a simple subtraction of two prices. It also does not mean anyone broke a law, since the rule is about recoverable profit and holds regardless of intent. OQRO does not calculate Section 16(b) profits and does not say whether any pair of trades is covered. If you want to see which insiders bought on the open market, the insider trades page (/insiders) lists purchases and sales as filed. ## Sources - Section 16 of the Securities Exchange Act, 15 U.S.C. 78p (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-10 - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 --- # How does USAspending identify who received a contract? URL: https://oqro.io/learn/blog/usaspending-recipient-uei-parent Question: How does USAspending identify who received a contract? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A recipient on USAspending is the legal entity registered in the federal System for Award Management, identified by a Unique Entity ID. Records can also show an ultimate parent. A contract is often awarded to a subsidiary, so the name of a listed company may not appear on its own contracts. ## Who is the recipient? The USAspending glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200) defines a recipient as a company, organization, individual or government entity (state, local, tribal, federal or foreign) that receives funding from the U.S. government. For contracts, the entity that receives the award directly is the "prime recipient", defined as one that receives funding directly from the federal government through an agreement called a prime award. The recipient name, the glossary says, is the same as what is registered in the System for Award Management, SAM.gov, and is usually the official name of the business. The official definition says the name relates to the unique identifier and, for U.S. based companies, is the name the business ordinarily files in formation documents with the state. ## What is a Unique Entity ID? The Unique Entity Identifier (UEI) is an alphanumeric code created in SAM.gov that is used to uniquely identify the commercial, nonprofit or business entities registered to do business with the federal government. It is the key that lets two records be recognised as belonging to the same registered entity even if a name is spelled differently. The glossary also keeps an older identifier, the Parent DUNS, defined as the unique identification number for the ultimate parent of an awardee or recipient, currently the nine-digit number maintained by Dun and Bradstreet as the global parent DUNS number. ## What is the ultimate parent? Records can carry an "ultimate parent legal entity name", defined simply as the name of the ultimate parent of the awardee or recipient. That field is how a contract awarded to a subsidiary can be tied to the company at the top of the group. Whether a particular record has it filled in, and whether it matches the company you have in mind, has to be checked on the record. ## Why might a listed company not appear under its own name? A contract is awarded to one registered legal entity, which can be a subsidiary rather than the group's top company. The record then shows that entity's name and UEI, and the group's name may appear only in the ultimate parent field, so a search on the group's name alone can miss it. A match through the parent field can find it, but the parent field is as entered. OQRO's methodology page (/methodology) describes how it classifies filings, and any match of a contract to a listed company should be read next to the original record. ## What is a sub-award? The glossary defines a sub-award as an agreement that a prime recipient makes with another entity to perform a portion of its award, and the entity that receives it is the sub-recipient. Sub-awards can be called sub-contracts or sub-grants. The glossary explains that sub-award amounts are funded by prime award obligations and outlays. So a company that does the work under a larger contract may be a sub-recipient, and the prime award's amount is not its own revenue. ## Who pays and who administers? The awarding agency is the agency that issues and administers the award, and it usually pays out of its own budget. In some cases another agency, called the funding agency, finances it. The awarding office and funding office are further levels below the agency. Reading both tells you which part of the government signed the agreement and which paid for it. ## What do NAICS and PSC add? Each contract record carries a NAICS code, a six-digit code for the industry the work falls into, and a Product or Service Code (PSC), a four-character code that identifies the type of product, service or research purchased. The glossary's own example says a contract's NAICS code might point to an industry such as industrial building construction while the PSC says what is specifically being purchased. They describe the work, not the company. ## What is "multiple recipients"? For some financial assistance awards the recipient name is "MULTIPLE RECIPIENTS", which the glossary says indicates an award aggregated to protect the personally identifiable information of a collection of individuals. ## How do you check a record? Open the award's page on USAspending and read, in order: the recipient name and its UEI, the ultimate parent field if it is filled, the awarding agency and office, the funding agency, the award type and the NAICS and PSC codes. Then compare the recipient with the company you had in mind. If you started from a listed company's name and the record shows another name, check the parent field and the company's own filings for the subsidiary's name before treating them as the same. If the record is a sub-award, note that the company is a sub-recipient and the prime recipient is the party that signed with the government. None of this requires judgment about the money: the record's amounts are obligations, as the glossary defines them, and the potential amount is a ceiling. ## What this does not tell you A recipient record says who the government signed with and how much was obligated, not who benefits financially or whether a listed company's results were affected. A parent link is only as good as the data entered. A contract amount, as covered in contract modifications explained (/learn/blog/federal-contract-modifications-explained), is an obligation and may include a ceiling that is never spent. OQRO's contracts page (/contracts) shows awards to listed companies and links each to the original USAspending record. ## Sources - USAspending API: glossary of terms (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), opened 2026-10-10 - USAspending API documentation (https://api.usaspending.gov/docs/endpoints), opened 2026-10-10 --- # What does a Form 13F leave out? URL: https://oqro.io/learn/blog/what-form-13f-leaves-out Question: What does a Form 13F leave out? Topic: Funds and 13F. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: A Form 13F lists a manager's long positions in certain US-listed equity securities on the last day of a quarter. It leaves out short positions, shares listed only abroad, anything not on the SEC's official list, and the dates and prices of trades. It is a snapshot, filed up to 45 days later. ## Who files a 13F, and what does it cover? Rule 13f-1 (https://www.law.cornell.edu/cfr/text/17/240.13f-1) requires an institutional investment manager that exercises investment discretion over accounts holding Section 13(f) securities with an aggregate fair market value of at least $100,000,000 on the last trading day of any month of a calendar year to file a Form 13F. Section 13(f) securities are equity securities of a class described in Section 13(d)(1) of the Act that are admitted to trading on a national securities exchange or quoted on an automated quotation system of a registered securities association. The SEC publishes an official list of them, updated each quarter, and the rule says only securities of a class on that list are reported. OQRO explains the basics in what a Form 13F shows (/learn/blog/what-a-13f-shows). This article is about the other side: what the form omits. ## What is left out? Left out | What the SEC says Short positions | The SEC's 13F questions and answers say to not include short positions, and not to subtract a short position from a long position in the same security: report only the long position Shares listed only outside the US | Shares of a foreign issuer are reported only if traded on a US exchange or quoted on Nasdaq's national market system; shares on non-US exchanges are not reported Securities not on the official list | Only securities of a class on the 13F List are counted and reported Managers below the threshold | A manager below $100 million in Section 13(f) securities is not required to file Dates and prices of trades | The information table lists issuer, class, CUSIP, market value, shares or principal amount, put or call, investment discretion, other managers and voting authority. There is no column for when a position was bought or sold One further point: a manager that lends securities still reports them. The SEC answers say securities owned and loaned to a third party are reported by the owner, and the borrower should not report them. ## Is every holding publicly shown? Not always. Section 13(f)(4) allows the SEC to prevent or delay public disclosure of information reported on the form, and the form's instructions (https://www.sec.gov/files/form13f.pdf) set out how a manager can request confidential treatment, including for holdings of a natural person's account. A request must be supported by facts, and the part for which treatment is sought is filed separately. The public filing indicates that confidential information has been omitted. ## What time does the snapshot show? The report covers the calendar year or quarter ended, and Form 13F is due within 45 days after the end of the calendar year and each of the first three calendar quarters of the next year. The filing is a position list as of the last day of the period. A holding bought and sold within the quarter never appears. A position that looks new can have been bought on any day of the quarter. Timing is covered in when 13F filings are due (/learn/blog/when-13f-filings-are-due). ## Who is a 13F filer, in practice? The rule applies to institutional investment managers, which the FAQ shows includes foreign managers that use US commerce in their business and have enough US-listed holdings. The rule is not limited to hedge funds: it applies to every institutional investment manager above the threshold. OQRO follows a selected set of managers on its institutions page (/institutions); the live count is on its coverage page. ## What is a sensible reading checklist? First, check the filing's period and its filing date: the snapshot is the last day of the quarter, and the report can come up to 45 days later. Second, remember that it lists long positions only. Third, compare two quarters' tables for the same manager to see which positions appear, disappear or change in size; the form itself reports no trades, so the difference is a comparison of two snapshots. Fourth, look for amendments, which can restate an earlier report. Fifth, remember that some holdings may be omitted under a confidential treatment request. A reader who follows these five steps will describe the filing accurately, which is all it supports. ## What does the form include? For each holding, the information table gives the issuer's name, the title of the class, the CUSIP number, the market value as prescribed by the form's special instruction on valuation, the number of shares or the principal amount, whether the holding is a put or a call, the type of investment discretion (sole, shared-defined or shared-other), any other managers, and the voting authority. Those are the facts the form supports: what was held, in which class, in what amount and with what discretion, on one date. ## What this does not tell you A 13F does not show whether a manager has hedged a position with a short, an option not on the list, or a holding abroad. A large long position may be offset elsewhere in the portfolio, and the filing gives no view of net exposure. It does not show the price paid, the profit, or the reason for a position. A manager that appears to have bought a stock may have been holding it for years if it was already in earlier filings. For that reason OQRO describes changes between two quarter-end snapshots and does not describe trades. ## Sources - Rule 13f-1, 17 CFR 240.13f-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13f-1), opened 2026-10-10 - SEC Form 13F and its instructions (https://www.sec.gov/files/form13f.pdf), opened 2026-10-10 - SEC: Frequently asked questions about Form 13F (https://www.sec.gov/divisions/investment/13ffaq.htm), opened 2026-10-10 --- # What is short interest, and where does FINRA publish it? URL: https://oqro.io/learn/blog/what-is-short-interest-finra Question: What is short interest, and where does FINRA publish it? Topic: Funds and 13F. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Short interest is the total of short positions in a security that broker-dealers report to FINRA. Under FINRA Rule 4560, member firms report gross short positions for each account as of a settlement date set by FINRA, within two business days. FINRA publishes the reports for exchange-listed and over-the-counter equities on its data pages. ## What does FINRA publish? On its Equity Short Interest Data page (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/data), FINRA says it publishes the short interest reports it collects from broker-dealers for all exchange-listed and over-the-counter (OTC) equity securities. The page says the data is available online for one rolling year based on the settlement date given in FINRA's short interest reporting deadlines, with archived data available by download. The companion files page (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/files) lists downloadable files and states that archive files go back to 2014. It also says that before June 2021 the data covered OTC securities only and did not reflect short interest in exchange-listed securities. When we opened the page on 10 October 2026, the file listed was dated 15 September 2026. FINRA describes the purpose as helping investors gauge the market sentiment surrounding a security or exchange. ## What does the rule require firms to report? FINRA Rule 4560 (https://www.finra.org/rules-guidance/rulebooks/finra-rules/4560) governs the reports. Member firms must record and report gross short positions existing in each individual firm or customer account, including broker-dealer accounts, that resulted from a short sale as defined in Rule 200(a) of SEC Regulation SHO, or from a transaction marked long under Regulation SHO in the circumstances the rule describes. Reports must be received by FINRA no later than the second business day after the reporting settlement date designated by FINRA. The rule also limits what counts: members report only short positions from short sales that have settled, or reached settlement date, by the close of the reporting settlement date. And it exempts, for example, a sale by a person who owns the security and intends to deliver it as soon as possible without undue inconvenience or expense. ## How is this different from what a 13F shows? The two are easy to confuse. A Form 13F is filed by large managers and lists long positions only; the SEC's questions and answers say short positions should not be included and should not be netted against long positions (see what a 13F leaves out (/learn/blog/what-form-13f-leaves-out)). Short interest comes from broker-dealers and counts short positions in a security. So a 13F cannot tell you who is short a stock, and short interest cannot tell you which managers hold it long. They are different filings from different filers. ## When is it published? FINRA's pages tie the data to a settlement date and to a published calendar of reporting deadlines, and firms report within two business days after that date. We did not open that calendar, so this article does not give publication dates. FINRA's data page is the place to check the date of the latest file and the calendar for the next one. OQRO's company pages include short selling data; the measured freshness of each source is on the status page (/status). ## What is a settlement date? In the rule, the reporting settlement date is a date designated by FINRA at which positions are measured. The rule counts only short positions from short sales that have settled by that date, so the figure is a count as of one date, published afterwards. It is not a running tally. ## How should a reader handle a number? Treat it as what the rule says it is: short positions reported by member firms, per account, counted as of a settlement date that FINRA designates, and published afterwards. Compare a figure with the previous date's figure for the same security rather than with a different security's, because the pool of broker-dealer accounts and the reporting date differ. Note that FINRA's own page says data before June 2021 covered over-the-counter securities only, so comparisons across that date are not like for like for exchange-listed names. The data is gross by account. It does not net a firm's long and short positions in the same security, so it is a count of short positions reported, not a measure of anyone's net exposure. ## Dates to keep apart Three dates matter. The first is the settlement date that FINRA designates for a report. The second is the deadline for firms, which Rule 4560 puts at the second business day after that date. The third is the date FINRA posts the data, which its pages show; when we opened the files page, the newest file listed was dated 15 September 2026. A reader who sees a short interest figure should note which settlement date it refers to, because the same security will have a different figure at the next date. FINRA's data page also says the online view covers a rolling year, so older figures come from the archive files instead. ## What this does not tell you Short interest is a count of reported short positions in a security. It does not say who holds them, why they were opened, or whether they are hedges against other holdings. Many reasons for shorting exist, and a figure cannot separate them. It is also reported at settlement dates, so it is out of date by the time it appears, and positions can change between reports. A high or low count is not a prediction of the price, and OQRO does not present it as one. To see how this sits beside other disclosures for one company, the institutions page (/institutions) and the company pages put 13F holdings, insider trades and other filings in one place, each linked to its official record. ## Sources - FINRA: Equity Short Interest Data (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/data), opened 2026-10-10 - FINRA: Equity Short Interest Files (https://www.finra.org/finra-data/browse-catalog/equity-short-interest/files), opened 2026-10-10 - FINRA Rule 4560 (Short-Interest Reporting) (https://www.finra.org/rules-guidance/rulebooks/finra-rules/4560), opened 2026-10-10 - SEC: Frequently asked questions about Form 13F (https://www.sec.gov/divisions/investment/13ffaq.htm), opened 2026-10-10 --- # How long after quarter end do funds file a 13F? URL: https://oqro.io/learn/blog/when-13f-filings-are-due Question: How long after quarter end do funds file a 13F? Topic: Funds and 13F. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Within 45 days. Rule 13f-1 gives a manager 45 days after the end of each calendar quarter to file Form 13F, so holdings at 31 March are due by 15 May, 30 June by 14 August, 30 September by 14 November, and 31 December by 14 February. The positions shown are a quarter-end snapshot. ## What does the rule say? Rule 13f-1 (https://www.law.cornell.edu/cfr/text/17/240.13f-1) says an institutional investment manager above the $100,000,000 threshold must file a Form 13F with the Commission within 45 days after the last day of the calendar year and within 45 days after the last day of each of the first three calendar quarters of the following year. In effect that is every quarter. The form's own instructions (https://www.sec.gov/files/form13f.pdf) repeat it: a manager must file within 45 days after the end of the calendar year and each of the first three calendar quarters of the subsequent calendar year, electronically on EDGAR unless a hardship exemption has been granted. ## What are the dates? Counting 45 days from each quarter end gives these dates. They are calendar arithmetic from the rule, not a quotation of an SEC calendar. Quarter ends | Holdings as of | 45 days later Q1 | 31 March | 15 May Q2 | 30 June | 14 August Q3 | 30 September | 14 November Q4 | 31 December | 14 February The rule text we read does not restate what happens when the 45th day is a weekend or a holiday. Check the SEC's filing-date rules or EDGAR before relying on an exact day. A manager may file earlier; the rule sets a limit, not a date. ## Where does that leave us today? As of 10 October 2026, the most recent quarter-end snapshot due was the one for 30 June 2026, which had to be filed by 14 August 2026 under the rule. The next, for 30 September 2026, is due by 14 November 2026. Until then, the newest 13F data describes positions as they stood more than three months ago. ## How old can a position be when you see it? Because the snapshot is dated the last day of a quarter and the filing can come 45 days later, the information is at least a few days old and can be much older. A position acquired on the first day of a quarter and still held at its end appears in a filing due about 135 days after the purchase (roughly 90 days of quarter plus 45 days). A position bought and sold inside the same quarter does not appear at all, because only the last day counts. ## What happens when a manager corrects a filing? The rule says an amendment must set forth the complete text of the Form 13F, other than an amendment that reports only holdings not previously reported in a public filing for the same period, and that amendments must be numbered sequentially. So a later amendment can change an earlier picture. The form includes a check box for an amendment and an amendment number, and the cover page says whether the amendment is a restatement or adds new holdings. Managers may also request confidential treatment for some holdings under Section 13(f)(4), which can delay public disclosure of those entries (see what a 13F leaves out (/learn/blog/what-form-13f-leaves-out)). ## How does this compare with other fund filings? Stakes above 5 percent are reported much faster: a Schedule 13D is due within five business days after the acquisition (see Schedule 13D versus 13G (/learn/blog/schedule-13d-vs-13g)). A Form 4 from an insider is due within two business days (see Forms 3, 4 and 5 (/learn/blog/forms-3-4-5-explained)). The 13F is the slow one, by design: it is a periodic holdings report, not a transaction report. ## What is the newest snapshot at a given time of year? The calendar gives a simple map, assuming each manager files on its deadline. After 14 February, the newest filings describe 31 December. After 15 May, they describe 31 March. After 14 August, they describe 30 June. After 14 November, they describe 30 September. Between those dates the previous quarter's snapshot is the latest complete picture, with some managers filing earlier than the deadline and so appearing sooner. This is why two readers on the same day can see different latest quarters for different managers, and why a comparison between two managers should use the same quarter-end for both. A tracker that shows the latest filing for each manager is showing each one's own most recent snapshot, which may not be the same date. ## A note on the threshold The $100,000,000 test in Rule 13f-1 is applied on the last trading day of any month of a calendar year. A manager that meets it in any month of a year files for the year-end and for each of the first three quarters of the following year, on the schedule above. The rule text we read does not say here how a manager stops filing, so this article does not either. The practical point for a reader is that the list of 13F filers is not fixed: it follows the rule's test, applied manager by manager. ## What this does not tell you The filing date does not say when a manager traded, and nothing in a 13F says that a manager still holds a position on the day you read it. A manager can have sold every share after the quarter closed. The filing is also silent on short positions, which the SEC says should not be included. OQRO's institutions page (/institutions) shows each manager's latest filed quarter and what changed from the quarter before, and links the filing on sec.gov. It does not call anything a trade. ## Sources - Rule 13f-1, 17 CFR 240.13f-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13f-1), opened 2026-10-10 - SEC Form 13F and its instructions (https://www.sec.gov/files/form13f.pdf), opened 2026-10-10 - SEC fact sheet: Modernization of beneficial ownership reporting (https://www.sec.gov/files/33-11253-fact-sheet.pdf), opened 2026-10-10 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 --- # Who counts as an insider and has to file Form 4? URL: https://oqro.io/learn/blog/who-files-form-4-insiders Question: Who counts as an insider and has to file Form 4? Topic: Insider trading. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Under Section 16 of the Securities Exchange Act, the people who must report their company stock are directors, officers, and anyone who owns more than 10 percent of a class of the company's registered equity securities. They file Form 3 when they become insiders and Form 4 after trades. Ordinary employees and small shareholders are not covered. ## Who are the three groups? Section 16(a) (https://www.law.cornell.edu/uscode/text/15/78p) of the Securities Exchange Act applies to every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of equity security registered under Section 12, and to every director or officer of the issuer. The SEC's investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) calls these three groups "insiders" for short: officers, directors, and those who hold more than 10 percent of any class of a company's securities. So the label is narrower than in everyday speech. A mid-level manager with stock options is not an insider in this sense, and neither is a shareholder who owns half of one percent. The word describes a legal reporting status. ## Who is an officer? The rule that defines the term, Rule 16a-1(f) (https://www.law.cornell.edu/cfr/text/17/240.16a-1), is based on function, not on title. An officer is the issuer's president, principal financial officer, principal accounting officer (or the controller if there is no such officer), any vice-president in charge of a principal business unit, division or function such as sales, administration or finance, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer. Officers of a parent or subsidiary count if they perform such functions for the issuer. Two consequences follow. A person with a grand title who performs no policy-making function may not be an officer under the rule, and a person with a modest title who does perform one may be. Companies decide who their Section 16 officers are, and the Form 4 itself shows the title the filer gave. ## How is more than 10 percent counted? The rule uses two definitions of beneficial owner. To decide whether someone owns more than 10 percent of a class, it uses the meaning from Section 13(d) of the Act and the rules under it, the same concept behind the Schedule 13D and 13G filings (/learn/blog/schedule-13d-vs-13g). To decide what holdings and trades the person must report once covered, it uses a different test: a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities. That is why a Form 4 can include shares held through a family trust or another entity, marked as indirect ownership. ## What do insiders file, and when? The SEC bulletin sets out the three forms. A person who becomes an insider files a Form 3 within 10 days. After that, a Form 4 is due within two business days after a transaction. A Form 5 is a year-end catch-up for items not reported earlier. All are public on EDGAR. The next article, Forms 3, 4 and 5 explained (/learn/blog/forms-3-4-5-explained), has the details and a table. ## Who is not covered? Under the definition, the following are outside Section 16 for a given company unless they also fall into one of the three groups: - employees who are not officers; - shareholders below the 10 percent line; - members of Congress, whose stock trades are reported on a different document, the periodic transaction report (see how to read a Congress periodic transaction report (/learn/blog/how-to-read-a-congress-periodic-transaction-report)). The Form 4 instructions also contemplate a reporting person who is none of officer, director or ten percent holder: such a person checks "other" and describes the reason for reporting status. So the three groups are the core of the rule, not a complete list of every possible filer. ## What does the test look like in practice? Some illustrations of how the definitions apply. A chief financial officer is the principal financial officer, so an officer. A vice-president in charge of sales is a vice-president in charge of a principal business unit, division or function, so an officer under the rule. A member of the board is a director. An investor holding 12 percent of a class of registered stock is above the 10 percent line. An engineer with stock options who has no policy-making function is not an officer under the rule's definition and holds no more than a fraction of one percent, so is outside Section 16 for that company. The rule decides by function and by percentage, not by how senior a person feels. ## What does the relationship box tell you? When a name appears on a Form 4, the relationship box says which of the groups the person belongs to: director, officer with the title written in, 10 percent owner or other. The form says to check all that apply, so one person can be in more than one group, for example a director who also owns more than 10 percent. A person in none of the groups would not be filing under Section 16 for that company at all, apart from the "other" case that the form's instructions describe. ## What this does not tell you A filing by an insider says that the person is subject to the reporting rule and that a transaction or holding was reported. It does not say that the person has special knowledge. The SEC bulletin notes that insiders may sell for liquidity and diversification, among other reasons. It also does not say the list of insiders is stable: people join and leave the groups, and a person who stops being a director or officer stops filing. On OQRO, the insider trades page (/insiders) shows the Form 4 filings for covered companies, and each links to the filing on sec.gov, where the relationship box (director, officer, 10 percent owner or other) is printed at the top. ## Sources - Section 16 of the Securities Exchange Act, 15 U.S.C. 78p (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-10 - Rule 16a-1, 17 CFR 240.16a-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.16a-1), opened 2026-10-10 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 - SEC Form 4 and its general instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-10 --- # Which officials must file financial disclosure reports? URL: https://oqro.io/learn/blog/who-files-public-financial-disclosures Question: Which officials must file financial disclosure reports? Topic: Presidents and officials. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Title I of the Ethics in Government Act requires public financial disclosure reports from the President, the Vice President, Members of Congress, senior executive-branch officials, certain congressional employees, Senate-confirmed nominees and candidates for President, Vice President and Congress. Incumbents file annually by 15 May; new officials and nominees have shorter deadlines. ## What is the law? Title I of the Ethics in Government Act of 1978 is now codified in 5 U.S.C. 13101 to 13111, as the House Ethics Committee's financial disclosure page (https://ethics.house.gov/financial-disclosure/) notes. Section 13103 (https://www.law.cornell.edu/uscode/text/5/13103) sets out who files reports and when. This article summarises what we read; it does not replace the statute. ## When do they file? According to the text of section 13103: Situation | Deadline Nominee to a position requiring Senate confirmation | Within 5 days of the President's transmittal of the nomination to the Senate, with the report made current before the first hearing New officer or employee in a covered position | Within 30 days of assuming the position, unless the person left another covered position within 30 days or already filed as nominee or candidate Candidate for President, Vice President or Member of Congress | Within 30 days of becoming a candidate or by 15 May of that year, whichever is later, but no later than 30 days before the election, and by 15 May of each later year as a candidate (the candidate rule excludes an incumbent President, Vice President or Member) Incumbent in a covered position for more than 60 days in the calendar year | On or before 15 May of the following year Termination | On or before the 30th day after leaving the position, if the annual report has not been filed ## Who is covered in the executive branch? For the executive branch, the Office of Government Ethics regulation 5 CFR 2634.202 (https://www.law.cornell.edu/cfr/text/5/2634.202) defines a "public filer": the President; the Vice President; each executive-branch officer or employee, including a special Government employee, in a position classified above GS-15 or paid at least 120 percent of the minimum rate for GS-15; and members of the uniformed services at specified pay grades, among others. Presidential nominees to Senate-confirmed positions are covered by the nominee rule above. The forms are OGE Form 278e and OGE Form 278-T (see what they are (/learn/blog/oge-278e-vs-278-t)). ## Who is covered in the House? The House Ethics Committee page says Title I requires Members, Officers, certain employees of the House and related offices, and candidates for the House to file financial disclosure reports with the Clerk of the House. The periodic transaction report form names Members and "Officers and Employees who qualify as senior staff". So the House has two tiers of filer: members, and a defined set of staff. The same page says reports are filed electronically or on paper with the Clerk, not with the Committee. ## What about the Senate and the courts? We did not read the parts of the statute that list Senate and judicial-branch filers or their filing procedures, and the Senate's own site refused automated access when we tried it. So this article makes no statement about who is covered in the Senate staff or in the judiciary. ## Are the reports public? The title of the reports is "public financial disclosure", and the STOCK Act requires the financial disclosure forms of Members, officers and employees of Congress and of executive-branch agencies to be made available to the public on official websites within 30 days after filing (see how the chambers publish them (/learn/blog/house-vs-senate-disclosure-sites)). The OGE site has a collection of individual officials' disclosures. The OGE home page (https://www.oge.gov/) lists it. ## What is in a report? Section 13103 refers to the information described in section 13104 of the title, which we did not read in full. The House Ethics Committee page notes that annual reports are different from periodic transaction reports: members must also disclose securities transactions over $1,000 within 30 days of notice and no later than 45 days after the trade. OQRO's politician trades page (/political) and its White House page (/political/white-house) cover what is machine-readable. ## How do you look up one official's report? For a member of the House, use the Clerk's Financial Disclosure Reports page and search for the member. For a senior executive-branch official, use the Office of Government Ethics site and its task "Find an Individual's Ethics Document", or the collection called "View Officials' Individual Disclosures". For a presidential or vice-presidential candidate, the OGE guide says candidates submit their OGE Form 278e to the Federal Election Commission. For a Senator, use the Senate's own search in a browser. Check the report's type and its date: an annual report covers the previous calendar year and is due on 15 May, a nominee report comes with the nomination, and a transaction report covers specific trades. Reading the type tells you what period the information describes. ## What period does a report cover? For an incumbent, the statute says a person who held the position for more than 60 days in a calendar year files on or before 15 May of the following year, and the termination provision refers to covering the preceding calendar year. So an annual report on file in 2026 describes the previous calendar year in the main, and the transaction reports run on their own, much shorter schedule of 30 and 45 days. ## What this does not tell you Being a filer does not suggest wrongdoing: it is a requirement of the office, and the reports exist so the public can see financial interests. A report on file shows what the filer reported; it is not a statement from an agency that the report is complete. Nothing here says that any named person has filed or has not filed. To see a particular official's report, use the official site: the House Clerk, the Senate's site, or OGE. ## Sources - 5 U.S.C. 13103, reports (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/5/13103), opened 2026-10-10 - 5 CFR 2634.202, public filer defined (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/5/2634.202), opened 2026-10-10 - House Ethics Committee: Financial Disclosure (https://ethics.house.gov/financial-disclosure/), opened 2026-10-10 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - US Office of Government Ethics home page (https://www.oge.gov/), opened 2026-10-10 --- # Why are public disclosures always late? URL: https://oqro.io/learn/blog/why-disclosures-arrive-late Question: Why are public disclosures always late? Topic: How to read a filing. Author: OQRO. Published: 2026-10-10. Last reviewed: 2026-10-10. Short answer: Because the law sets a deadline after the event, not before it. An insider has two business days to file a Form 4, a member of Congress up to 45 days, a fund 45 days after quarter end, a lobbying firm 20 days after a quarter. Each filing can then take more time to publish. ## What are the deadlines? Every disclosure in the public record is a report of something that already happened, and the law gives the filer time. These are the deadlines for the disclosures OQRO reads, each from the rule or form we cite. Disclosure | Deadline | Source Insider transaction (Form 4) | Within two business days after the transaction | SEC investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) Stake above 5 percent (Schedule 13D) | Within five business days after the acquisition | Rule 13d-1 (https://www.law.cornell.edu/cfr/text/17/240.13d-1) Fund holdings (Form 13F) | Within 45 days after the end of each calendar quarter | Rule 13f-1 (https://www.law.cornell.edu/cfr/text/17/240.13f-1) Congress trade (periodic transaction report) | The earlier of 30 days after being notified or 45 days after the transaction | House PTR form (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) Lobbying activity (LD-2) | 20 days after the end of the quarter | 2 U.S.C. 1604 (https://www.law.cornell.edu/uscode/text/2/1604) Lobbying contributions (LD-203) | 30 days after the end of each half year | 2 U.S.C. 1604 (https://www.law.cornell.edu/uscode/text/2/1604) Short interest | Members report within two business days after the settlement date FINRA designates | FINRA Rule 4560 (https://www.finra.org/rules-guidance/rulebooks/finra-rules/4560) ## How long can the whole chain take? The deadline is only the first step. For a trade by a member of Congress, a worst case under the deadlines is a report filed on day 45, and the STOCK Act then requires the forms to be made public on the official websites not later than 30 days after they are filed (Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm)). The two rules together allow up to 75 days between a trade and its publication, though a report can appear sooner. For a 13F, a position held on the first day of a quarter and still held at its end is reported in a filing due 45 days after the quarter, about 135 days after the first day. A position opened and closed within the quarter is not reported at all. ## What are the steps between an event and a page? 1. The event. A trade, an award, a meeting with an official. 2. The notice. For a member of Congress, the date the member was notified of the transaction; the form asks for it. 3. The filing. The filer submits the report, within the deadline or after it. 4. The posting. The agency or chamber makes it public. For Congress the law sets a posting limit of 30 days after filing. 5. The reading. A tracker, a journalist or a reader finds it. OQRO reads the SEC's live filing feed about every five minutes on US business days, and shows the measured delay of each source on its status page (/status). For federal contracts, USAspending's glossary says awards data is ingested up to daily from government-wide systems, while the agency financial files are published monthly or quarterly. Executive orders reach the Federal Register at least one day after signing, typically several (see executive orders and proclamations (/learn/blog/executive-orders-and-proclamations)). ## Why are the deadlines set that way? The rules we read do not give a rationale, so we do not state one. What they show is a design: some disclosures are event-driven (a Form 4, a 13D) and arrive within days; some are periodic (a 13F, an LD-2) and arrive on a calendar; and some depend on when the filer is notified. Each deadline is a limit. A filer may file earlier, and the lag is not always the maximum. Late filings also exist: see when a Form 4 is late (/learn/blog/when-is-a-form-4-late) and Congress filings past the 45-day deadline (/political/late-filings). ## What does this mean for reading a filing? Always read two dates: the date of the event and the date of the filing. The first says when it happened, the second how current your information is. A purchase "this week" may have been made weeks ago. Ranges in Congress reports and quarter-end snapshots in 13Fs also mean the exact timing and size are unknown from the filing alone. ## What does a worked timeline look like? An illustration for a member of Congress. A trade takes place on 3 March. The member is notified of it on 10 March. The filing deadline is the earlier of 30 days after notification, which is 9 April, or 45 days after the trade, which is 17 April, so the deadline is 9 April. If the report is filed on 9 April, the STOCK Act's posting limit of 30 days after filing allows publication as late as 9 May. The longest chain in this example is therefore 67 days from trade to posting, and a report filed or posted earlier would shorten it. Real filings vary, and the dates on the official filing are the facts. ## What happens when you subtract the two dates? When a filing gives both an event date and a filing date, subtract them. A Form 4 filed one day after its transaction is inside the two-business-day limit. A Congress report filed 40 days after the trade, when the member was notified two days after the trade, is inside the 45-day limit but past the 30 days from notification (32 days after the trade), and the rule applies whichever deadline is earlier. The subtraction says how current the information was when it became public, and nothing about why. ## What this does not tell you A late filing is not the same as a wrongful one, and a filing that is on time still arrives after the event. The deadline tells you the longest the law allows, not when a given person acted. The lag also says nothing about why anyone traded. OQRO links the official filing for each record so the dates can be checked. ## Sources - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-10 - Rule 13d-1, 17 CFR 240.13d-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13d-1), opened 2026-10-10 - Rule 13f-1, 17 CFR 240.13f-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.13f-1), opened 2026-10-10 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-10 - STOCK Act, Public Law 112-105 (text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-10 - 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1604), opened 2026-10-10 - FINRA Rule 4560 (Short-Interest Reporting) (https://www.finra.org/rules-guidance/rulebooks/finra-rules/4560), opened 2026-10-10 - USAspending API: glossary of terms (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), opened 2026-10-10 --- # Can members of Congress trade stocks? What the STOCK Act requires, and what it does not URL: https://oqro.io/learn/blog/can-members-of-congress-trade-stocks Question: Can members of Congress trade stocks? Topic: Congress trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: As of the sources read on 9 October 2026, yes: the STOCK Act of 2012, the law in force, does not ban members of Congress from owning or trading individual stocks. It confirms that insider trading law applies to them and requires trades above $1,000 to be reported within 30 days of notice and no later than 45 days after the trade. A bill restricting purchases, H.R. 7008, reached the Senate in July 2026 and had not become law in the sources we could read. OQRO, a tracker of SEC and congressional disclosures, lists the reports as filed. ## What the law in force says The Stop Trading on Congressional Knowledge Act of 2012, known as the STOCK Act, is Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm). Its main provisions on trading are these: - Section 3 directs the House and Senate ethics committees to issue guidance that a Member or employee of Congress may not use nonpublic information derived from the position as a means for making a private profit. - Section 4 affirms that Members and employees of Congress are not exempt from the insider trading prohibitions in the securities laws, including section 10(b) and Rule 10b-5, and states that each owes a duty of trust and confidence to the Congress, the Government and the citizens with respect to material nonpublic information from the position. - Section 6 adds a reporting rule. Not later than 30 days after receiving notification of a reportable transaction, and in no case later than 45 days after it, the covered person files a report of the transaction. - Section 8 requires the financial disclosure forms to be posted publicly online by the Clerk of the House and the Secretary of the Senate. - Section 12 bars covered individuals from buying shares in an initial public offering other than in a manner available to the public generally. The text we read contains no prohibition on owning individual stocks or on trading them. It sets conduct rules, a disclosure duty and a requirement that the reports be public. ## What has to be reported The House Ethics Committee's periodic transaction report form (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) says a Member must report the purchase, sale or exchange of stocks, bonds, commodities, futures and other securities owned by the Member, a spouse or a dependent child when the amount exceeds $1,000. The same form lists what need not be on a periodic report: real property, mutual funds and exchange-traded funds, the Thrift Savings Plan, and some other items, though they may appear on the annual disclosure. A $200 penalty is assessed on anyone who files more than 30 days late, and deadlines are not extended for weekends or holidays. How to read a filed report is covered in how to read a congressional periodic transaction report (/learn/blog/how-to-read-a-congress-periodic-transaction-report), and why disclosures arrive weeks after the trade is in this explainer (/learn/blog/congress-trade-disclosure-45-days). ## A 2026 bill, and what we could confirm H.R. 7008, the Stop Insider Trading Act, would add a subchapter to title 5 of the US Code. The version published by GovInfo (https://www.govinfo.gov/content/pkg/BILLS-119hr7008pcs/html/BILLS-119hr7008pcs.htm) provides that no covered individual (a Member of Congress, a spouse or a dependent child) may purchase a covered investment, defined as a security issued by a publicly traded company or a comparable interest through a derivative, with exclusions such as diversified funds and some trusts. It requires a notice of intent to sell, made public at least 7 and no more than 14 calendar days before a sale, and sets a fee of $2,000 or ten percent of the transaction, whichever is greater, plus any net gain. It takes effect 180 days after enactment. The same document records that it was received in the Senate on 23 July 2026, read the first time on 5 August and the second time on 6 August, and placed on the calendar as Calendar No. 548. It also contains a separate section on photo identification for voters, which has nothing to do with securities. A news report (https://247wallst.com/investing/2026/10/01/the-senate-just-voted-down-a-ban-on-congressional-stock-trading/) published on 1 October 2026 says a Senate vote on 30 September received 53 votes in favor and 47 against, short of the 60 needed to proceed. We read the bill text from GovInfo. We could not open the bill's Congress.gov page, which refused automated requests, and we did not open a Senate roll-call record, so the news report is the only source for the vote. Check the bill's current status on Congress.gov before relying on this section. It describes a bill, not a law. ## What the STOCK Act does not do The disclosure rules do not say why a member traded, and a report is not an allegation. The reports contain ranges rather than exact amounts, they arrive after the trade, and they omit what the form excludes. OQRO keeps official ranges as ranges and does not infer motive. See the STOCK Act guide (/learn/stock-act) and the methodology (/methodology). ## Sources - STOCK Act, Public Law 112-105 (GovInfo text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-09 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-09 - H.R. 7008, Stop Insider Trading Act, as placed on the Senate calendar (GovInfo) (https://www.govinfo.gov/content/pkg/BILLS-119hr7008pcs/html/BILLS-119hr7008pcs.htm), opened 2026-10-09 - News report on the 30 September 2026 Senate vote (247wallst.com, secondary source) (https://247wallst.com/investing/2026/10/01/the-senate-just-voted-down-a-ban-on-congressional-stock-trading/), opened 2026-10-09 --- # How to find the federal contracts a public company holds on USAspending URL: https://oqro.io/learn/blog/find-federal-contracts-for-a-public-company Question: How do you find which federal contracts a public company has? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Federal contracts are published on USAspending.gov under the name of the recipient registered in SAM.gov, identified by a Unique Entity Identifier (UEI), not by stock ticker. To total a public company's contracts you must match its subsidiaries through the ultimate parent, separate prime awards from subawards, and count obligations, not the potential ceiling. OQRO, a tracker of SEC and congressional disclosures, does this matching and states when ownership is uncertain. ## Where the data is USAspending.gov is the federal government's public site for spending data. It also has an API with documentation, and the API documentation (https://api.usaspending.gov/docs/endpoints) states that its endpoints do not currently require any authorization. Its glossary is available as data too, and the definitions in this article come from it, read on 9 October 2026. ## The problem: names, not tickers A contract record names a recipient. Per the glossary (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), the recipient name is the same as what is registered in the System for Award Management (SAM.gov). The identifier is the Unique Entity Identifier, an alphanumeric code created in SAM.gov to identify commercial, nonprofit and other entities registered to do business with the federal government. There is no ticker in the record. A listed company often holds contracts through subsidiaries with different names. The record carries fields for the ultimate parent, such as the Ultimate Parent Legal Entity Name, which helps when a subsidiary, not the listed company, holds the contract. ## Prime awards and subawards A prime recipient receives funding directly from the government through a prime award. A sub-recipient receives funding from a prime recipient. The glossary's example is a bridge: the agency awards the construction contract to Company A, which awards a subcontract for steel to Company B. Only Company A is the prime recipient, so a total of prime awards does not include what a company earns as a subcontractor. ## Reading the award type Term | What the glossary says Definitive contract | A binding agreement obligating the seller to provide supplies or services and the buyer to pay Purchase order | A type of contract Indefinite delivery vehicle (IDV) | A vehicle for delivering orders over time, including blanket purchase agreements, GWACs, multi-agency contracts and federal supply schedules Indefinite delivery / indefinite quantity | The government sets a range, not an exact quantity Delivery order contract, task order contract | Names for an indefinite quantity contract for supplies (delivery orders) or for services (task orders) Each contract has a Procurement Instrument Identifier (PIID), a unique identifier used to track the contract and its modifications, and each change carries a modification number. A new modification is not a new contract. A company total built by adding every line can count the same award more than once. ## Three amounts that are not the same Term | Meaning Obligation | A binding promise by the government to spend money, made when it signs a contract or places an order Outlay | Federal money actually paid out, not only promised Potential award amount | The total that could be obligated, including the base and all options The glossary's example is a base of $10 million with three option years at $1 million each: the potential amount is $13 million, but only what the government has obligated is committed. Our article on contract ceiling versus obligated amount (/learn/blog/contract-ceiling-vs-obligated) goes through the difference and why revenue cannot be read from a ceiling. ## What the codes tell you The NAICS code is a six-digit code for the industry the work falls into. The Product or Service Code (PSC) has four characters and identifies what was purchased, with R&D codes beginning with A, services with B to Z, and products with two digits. NAICS says the industry; PSC says what was bought. ## How OQRO matches contracts to companies OQRO's methodology (/methodology) states that it ingests prime contract awards, leaves out grants and loans, resolves recipients to a public parent by UEI first and then by verified aliases, and shows the recipient without a ticker if ownership is uncertain. It shows obligations to date as real dollars and never shows the ceiling as revenue. The coverage page (/coverage) lists the source and its refresh rate. ## A short checklist 1. Start from the company's legal name and its subsidiaries, and find their UEIs. 2. Use the ultimate parent field to catch other subsidiaries. 3. Keep prime awards and subawards apart. 4. Sum obligations, not potential amounts, and follow modifications rather than counting them as new awards. 5. Compare the total with the company's own reporting before reading it as a share of sales, since obligations are often earned over several years. ## Sources - USAspending API documentation (https://api.usaspending.gov/docs/endpoints), opened 2026-10-09 - USAspending glossary (API reference data) (https://api.usaspending.gov/api/v2/references/glossary/?limit=200), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 --- # Where to find insider, Congress, contract and lobbying data for free: the official sources URL: https://oqro.io/learn/blog/free-insider-trading-and-congress-data-sources Question: Where can you find insider trading and Congress trade data for free? Topic: How to read a filing. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Every dataset OQRO uses starts as a free public record: SEC EDGAR for insider trades, planned sales, fund holdings and 5% stakes; the House Clerk and Senate eFD sites for Congress trades; USAspending.gov for federal contracts; and the House and Senate lobbying databases. OQRO, a paid tracker of these disclosures, adds plain-language lines, matching to companies and alerts. It does not replace the official filings, which remain the authority. ## The sources Data | Official source | What you can do there Insider trades (Forms 3, 4, 5), planned sales (Form 144), 5% stakes (13D and 13G), fund holdings (13F) | SEC EDGAR (https://www.sec.gov/edgar/search/) | Search filings by company, person or form, including full-text search of filings The same insider data in bulk | SEC Insider Transactions Data Sets (https://www.sec.gov/data-research/sec-markets-data/insider-transactions-data-sets) | Download flattened tables extracted from Forms 3, 4 and 5, quarterly 13F holdings in bulk | SEC Form 13F Data Sets (https://www.sec.gov/data-research/sec-markets-data/form-13f-data-sets) | Download flattened tables extracted from 13F submissions, quarterly House member trades | Clerk of the House, financial disclosure (https://disclosures-clerk.house.gov/FinancialDisclosure) | Search and download periodic transaction reports and annual forms Senate member trades | Senate electronic financial disclosure (https://efdsearch.senate.gov/search/home/) | Search Senate reports (the site refused automated requests when we tried, so open it in a browser) Federal contracts | USAspending API (https://api.usaspending.gov/docs/endpoints) | Query awards and recipients through an API that needs no authorization Lobbying reports | Clerk of the House, lobbying disclosure (https://lobbyingdisclosure.house.gov/) | Read the guidance and filed LD-1 and LD-2 reports All were opened on 9 October 2026 except where noted. ## What each one is good for EDGAR is the primary record for everything the SEC receives. Its data-access page (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data) says anyone can access and download the information for free, and sets a current maximum request rate of 10 requests per second, asking users to moderate requests. The SEC's data sets page says its insider data sets are presented without change from the as-filed submissions and cover January 2006 to September 2026, and warns that they are not a substitute for the filings. The 13F data sets run from July 2013 to August 2026 and carry the same warning. The House and Senate sites publish the reports as the members filed them. The House Ethics Committee's form instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) say what must be reported, as covered in how to read a periodic transaction report (/learn/blog/how-to-read-a-congress-periodic-transaction-report). Some filings are scans of paper, which a search cannot read as data. USAspending is a federal website with the contract records, and how to find a public company's contracts (/learn/blog/find-federal-contracts-for-a-public-company) explains why a search by ticker will not work. Lobbying reports are filed with both chambers. See what an LD-2 contains (/learn/blog/lobbying-disclosure-report-ld-2). ## What you have to do yourself Working directly from the sources takes some assembly: 1. Match names to companies. A person, a fund or a subsidiary appears as a name, and the same company may appear under several. 2. Decide what each record is. A Form 4 line may be a purchase, a grant or a tax withholding, as the transaction codes (/learn/blog/sec-form-4-transaction-codes) show. 3. Keep dates apart: the transaction date, the filing date and, for a 13F, the quarter end are different things. 4. Watch for amendments, which replace earlier filings. 5. Check back often, since new filings arrive every business day. None of this is hard for one company and one form. It becomes work across thousands of companies and five kinds of record. ## What OQRO adds OQRO is a paid service that reads these same sources. In its coverage page (/coverage), counted on 9 October 2026, it lists 4,963 US-listed companies, 31,595 people, 516 funds and about 409,733 disclosure records. It adds: - One plain sentence for each filing, with the official document linked beside it. - Matching of people, funds and contract recipients to companies, with the method in the methodology (/methodology). - Alerts when a new filing arrives for a company or person a reader follows. - The four dates kept separate, and ranges kept as ranges. It also has limits, listed on the coverage page: it follows a selected set of funds, reads no scanned paper filings, and has no options flow or price targets. Every record links to the original, which is the authority if anything differs. ## Which to use For one company and one form, the official site is enough and free. For tracking many names, comparing sources side by side or getting alerts, a tracker saves the assembly. OQRO describes what was filed and does not predict or recommend. For how it compares with other trackers, see OQRO and other public-disclosure trackers (/learn/blog/oqro-and-other-disclosure-trackers). ## Sources - SEC EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-09 - SEC: accessing EDGAR data (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), opened 2026-10-09 - SEC Insider Transactions Data Sets (https://www.sec.gov/data-research/sec-markets-data/insider-transactions-data-sets), opened 2026-10-09 - SEC Form 13F Data Sets (https://www.sec.gov/data-research/sec-markets-data/form-13f-data-sets), opened 2026-10-09 - Office of the Clerk, US House of Representatives, financial disclosure reports (https://disclosures-clerk.house.gov/FinancialDisclosure), opened 2026-10-09 - Senate electronic financial disclosure search (refused automated requests; open it in a browser) (https://efdsearch.senate.gov/search/home/), opened 2026-10-09 - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-09 - USAspending API documentation (https://api.usaspending.gov/docs/endpoints), opened 2026-10-09 - Lobbying Disclosure, Office of the Clerk, US House of Representatives (https://lobbyingdisclosure.house.gov/), opened 2026-10-09 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 --- # How to read a congressional periodic transaction report, column by column URL: https://oqro.io/learn/blog/how-to-read-a-congress-periodic-transaction-report Question: How do you read a Congress periodic transaction report? Topic: Congress trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: A periodic transaction report (PTR) lists each stock purchase, sale, partial sale or exchange above $1,000 by a member of Congress, a spouse or a dependent child, with the asset name, two dates and one of ten amount bands. It gives no share count and no price. In OQRO's records of House and Senate reports disclosed from 12 July to 7 October 2026, the median gap between trade and disclosure was 40 days. ## What a PTR is A periodic transaction report is the filing members of Congress and senior staff make under the Ethics in Government Act, as amended by the STOCK Act. This article follows the House Ethics Committee's form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf). Reports are filed with the Clerk of the House and are searchable on the Clerk's disclosure site (https://disclosures-clerk.house.gov/FinancialDisclosure). Senators file through the Senate's own electronic system. ## The columns Column | What it holds IPO box | Whether the filer was allocated shares in an initial public offering Full asset name | The company or security, written in full, not a ticker SP, DC, JT | Optional marks for an asset of a spouse, a dependent child or held jointly Type of transaction | Purchase, sale, partial sale (part of a holding) or exchange Date of transaction | Generally the day the security traded Date notified of transaction | The day the filer learned of it Amount of transaction | One of ten bands of the gross purchase or sale price Spouse or dependent child asset over $1,000,000 | A separate column for assets the filer has no interest in The instructions say the amount is the category of the total purchase or sale price, and that any capital gain or loss is irrelevant. So a sale in the $15,001 to $50,000 band is a sale of that gross value, not a profit. ## The ten amount bands $1,001 to $15,000; $15,001 to $50,000; $50,001 to $100,000; $100,001 to $250,000; $250,001 to $500,000; $500,001 to $1,000,000; $1,000,001 to $5,000,000; $5,000,001 to $25,000,000; $25,000,001 to $50,000,000; and over $50,000,000. The last band has no upper limit. OQRO stores the minimum, the maximum and the band text, and never replaces them with a midpoint. ## What is not on a PTR The instructions exclude transactions in real property; widely held investment funds, and any mutual fund or exchange-traded fund; transactions solely among the filer, a spouse and a dependent child; federal retirement programs such as the Thrift Savings Plan; stock splits; bequests; and bank account activity. These may still appear on the annual financial disclosure. Trades in self-directed retirement accounts such as a 401(k) or IRA must be reported. ## When it is due A PTR must be filed by the earlier of 30 days from being made aware of the transaction or 45 days from the transaction. The deadline is not moved to the next business day if it falls on a weekend or holiday, extensions are not granted, and the form states a $200 penalty for filing more than 30 days late. The 30-day clock starts at notification, so the transaction date alone does not fix the due date. ## What the dates look like in practice We measured the gap between the transaction date and the disclosure date for the 1,263 House and Senate records in OQRO's database that were disclosed from 12 July to 7 October 2026, counted on 9 October 2026. Gap from trade to disclosure | Records | Share 30 days or fewer | 526 | 41.6% 31 to 45 days | 140 | 11.1% More than 45 days | 597 | 47.3% The median is 40 days. The long tail is concentrated: 13 of the 47 people in the data have a record over 45 days, and one person accounts for 305 of those 597 records. A gap above 45 days can reflect a late filing, an amended report listing older trades, or a catch-up report. OQRO records the dates as filed and does not decide which. ## Five common misreadings 1. Taking a band as an exact amount, or its midpoint as the trade size. 2. Reading the transaction date as the date the member knew. 3. Treating a missing trade as a trade that did not happen, when a fund trade or a paper filing is excluded. 4. Assuming a purchase is by the member, when the owner marks show a spouse or child. 5. Reading a report as a reason. It records what was traded, and nothing about why. The guide to the STOCK Act (/learn/stock-act) lists the deadline and the penalty, and coverage (/coverage) explains what OQRO reads and how often. ## Sources - House Ethics Committee, Periodic Transaction Report form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-09 - Office of the Clerk, US House of Representatives, financial disclosure reports (https://disclosures-clerk.house.gov/FinancialDisclosure), opened 2026-10-09 - STOCK Act, Public Law 112-105 (GovInfo text) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 --- # How to read a Form 144: the notice filed before an insider sells restricted or control stock URL: https://oqro.io/learn/blog/how-to-read-form-144 Question: How do you read a Form 144? Topic: Insider trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: A Form 144 is the notice a holder of restricted or control shares files with the SEC when placing an order to sell them under Rule 144, once the sale passes 5,000 shares or $50,000 in three months. It shows how many shares, their market value and an approximate sale date, not a completed trade. OQRO, a tracker of SEC and congressional disclosures, lists these as planned sales and keeps them apart from the trades that a Form 4 reports afterwards. ## What a Form 144 is Form 144 is titled "Notice of Proposed Sale of Securities Pursuant to Rule 144 under the Securities Act of 1933". Rule 144 is a safe harbor: a person who meets its conditions is deemed not to be an underwriter, so the resale does not have to be registered with the SEC. It covers two groups of shares. Restricted securities are, in the main, shares acquired from the issuer or an affiliate in a deal that was not a public offering. Control securities are any shares held by an affiliate, defined in Rule 144 (https://www.law.cornell.edu/cfr/text/17/230.144) as a person who controls, is controlled by or is under common control with the issuer. So the typical Form 144 you see comes from an executive, director or large holder, but the rule is written for anyone selling those kinds of shares. ## When one is required Under paragraph (h) of the rule, a notice must be filed when the amount sold in reliance on the rule during any three-month period exceeds 5,000 shares or has an aggregate sale price above $50,000. The form is to be transmitted for filing concurrently with the placing of the sell order with a broker, or the execution of the sale directly with a market maker. For a company that reports to the SEC, the filing is made electronically on EDGAR, as the form itself (https://www.sec.gov/files/form144.pdf) states. The filer must have a bona fide intention to sell within a reasonable time after filing. ## What the form shows Part | What it tells you Items 1 and 2 | The issuer, the person selling, and that person's relationship to the issuer (for example officer, director, 10% stockholder or a family member) Item 3 | The class of securities, the broker or market maker, the number of shares to be sold, their aggregate market value, the shares outstanding, the approximate date of sale and the exchange Table I | How the shares were acquired: date, nature of acquisition, who they came from, amount, and how and when they were paid for Table II | Sales of the same issuer's securities by the same person in the past three months, with dates, amounts and gross proceeds Signature block | The date of the notice and, if the sale relies on a Rule 10b5-1 trading plan, the date the plan was adopted Two details are easy to miss. The market value in Item 3 is a figure given when the notice is filed, not the price at which the shares are eventually sold. And Table I is where you see whether the shares came from a purchase, a compensation award, a gift or another route, which is what the holding period turns on. ## The two rules behind it Holding period. For restricted securities, paragraph (d) requires six months to pass between the acquisition and the resale if the issuer has been subject to SEC reporting for at least 90 days before the sale, and one year if it has not. The 90 days is about how long the company has been reporting, not about how long the seller has held the shares. Shares an affiliate bought on the open market are generally not restricted, so the holding period does not apply to them, although the volume limit still does. Volume limit. Paragraph (e) caps what an affiliate can sell, together with all sales of that class in the previous three months, at the greatest of 1% of the shares outstanding or the average weekly trading volume over the four calendar weeks before the notice is filed. The cap applies whether or not the affiliate's shares are restricted. ## Form 144 and Form 4 are different documents | Form 144 | Form 4 What it reports | An intention to sell | A transaction that happened When it is filed | When the sell order is placed | Before the end of the second business day after the transaction Who files | Anyone selling under Rule 144 above the threshold | Officers, directors and 10% owners of a listed company Shows the final price | No, only an estimated market value | Yes, price per share and the code for the type of transaction A Form 144 does not mean the sale took place, took place on the stated date or took place in the stated size. To find out, look for the Form 4 that follows. A Form 4 is covered in how to read an SEC Form 4 in five minutes (/learn/blog/form-4-in-five-minutes). Insiders can also appear on a Form 4 without any Form 144 when the sale is under the threshold or does not rely on Rule 144. ## Reading one in practice 1. Read the relationship line to see who the seller is. 2. Compare the number of shares to the shares outstanding. The form gives both, so the proportion is a division away. 3. Check Table II for earlier sales in the same three months, since the rule adds them together. 4. Check Table I to see how the shares were acquired. 5. Look for a plan adoption date. If there is one, the sale is scheduled by a plan the insider set up earlier, as explained in Rule 10b5-1 plans (/learn/blog/rule-10b5-1-plans-insider-sales). ## What it does not tell you The form does not say why someone is selling. The SEC's own investor bulletin notes that insiders may sell company securities for any number of reasons, including liquidity and diversification. A Form 144 is a record of an intended sale, not a forecast, and OQRO shows it as exactly that. The guide to Form 144 (/learn/form-144) lists the rule and the fields, and coverage (/coverage) lists how often OQRO reads new filings. ## Sources - SEC Form 144 and instructions (https://www.sec.gov/files/form144.pdf), opened 2026-10-09 - Rule 144, 17 CFR 230.144 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/230.144), opened 2026-10-09 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-09 --- # What is insider cluster buying, and what does the evidence show? URL: https://oqro.io/learn/blog/insider-cluster-buying Question: What does it mean when several insiders buy at once? Topic: Insider trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Cluster buying is a market term for two or more insiders of the same company buying its stock on the open market within a short period; it is not a term in the SEC's rules. One published study found that clustered insider purchases were followed by abnormal returns above 2% in the next month, while OQRO's own 2026 test found that such stocks still trailed the S&P 500 in the typical case. Neither result predicts any single stock. ## What the term means "Cluster buying" is jargon for several insiders of one company, such as the chief executive and two directors, buying its shares in the open market in the same few weeks. It is not defined in the Form 4 instructions: the word does not appear in the SEC's Form 4 (https://www.sec.gov/files/form4.pdf) at all. Every site that uses it picks its own window and its own rules for what counts. OQRO's definition is stated in its methodology (https://oqro.io/methodology): two or more insiders buying within 30 days, counting only open-market purchases of $10,000 or more, and leaving out grants, tax withholding and option exercises. A purchase is a Form 4 line with code P, as explained in Form 4 transaction codes (/learn/blog/sec-form-4-transaction-codes). ## Why people look at it The reasoning is simple: one purchase can have many causes, and several people choosing to buy the same stock in the same weeks is a less ordinary event. The SEC's own investor bulletin says many investors believe reports of insiders' purchases and sales can provide useful information about their views of the company, and it adds that insiders may sell for any number of reasons, including liquidity and diversification. Sales are harder to read than purchases for that reason, which is why cluster discussions focus on buying. ## What one study found Dallin Alldredge and Brian Blank, in the Journal of Financial Research (volume 42, 2019), studied daily insider trading. Their abstract says insiders cluster trades around those of other insiders at their firm, especially insiders they work closely with, that clustering is greater when informational advantages are larger, and that clustered insider purchases were followed by abnormal returns in excess of 2% during the subsequent month. They say the results are consistent with informed trading. We read the abstract on the RePEc listing (https://ideas.repec.org/a/bla/jfnres/v42y2019i2p331-360.html), not the full paper, and we cannot speak to its sample, its method or later studies. ## What OQRO's own test found OQRO publishes a test of its own on the methodology page (https://oqro.io/methodology), read on 9 October 2026. It took every verified open-market purchase of $10,000 or more with a 90-day result, 634 trades, and compared each stock with the S&P 500 over the 90 days after the filing. Situation | Trades | Beat the S&P 500 | Typical result vs S&P 500 Insider purchase alone | 291 | 34% | minus 2.3 points Two or more insiders buying within 30 days | 164 | 43% | minus 1.9 points Insider purchase and a Congress purchase within 30 days | 179 | 42% | minus 5.7 points The page's own reading is that the stocks were more often ahead of the index when several people bought, about 4 in 10 against 3 in 10, yet the typical result was still behind it, and that the gap is small and covers one short period. Read next to the study above, the two do not agree and do not need to: they measure different periods, markets, windows and definitions. ## How common clusters were in one quarter We counted distinct insiders with an open-market purchase at each company, for transactions dated from 11 July to 9 October 2026 (90 days), counted on 9 October 2026. Measure | Count Open-market purchase records | 2,417 Companies with at least one purchase | 456 Companies with two or more different buyers | 173 Companies with three or more | 87 Companies with five or more | 25 Most buyers at one company | 16 For comparison, 13,250 open-market sale records were dated in the same window, at 1,159 companies. This window is 90 days, longer than OQRO's 30-day cluster definition, so these are counts of companies with several buyers in a quarter, not of formal clusters. ## What a cluster does not tell you It does not say why the insiders bought, whether they discussed it, or what the stock does next. Purchases can be small, can follow a price fall, can be encouraged by company policy, or can be unrelated to each other. A cluster describes filings, and the study and the test above describe averages across many cases, not any one company. OQRO shows these as a place to look and links every filing. The article on how to read a Form 4 (/learn/blog/form-4-in-five-minutes) shows what to check on each one. ## Sources - SEC Form 4 and General Instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-09 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-09 - Alldredge and Blank, Do Insiders Cluster Trades With Colleagues? Journal of Financial Research 2019 (abstract on RePEc) (https://ideas.repec.org/a/bla/jfnres/v42y2019i2p331-360.html), opened 2026-10-09 - OQRO methodology, including its own test of insider purchases (https://oqro.io/methodology), opened 2026-10-09 --- # Is insider trading legal? Insiders buying their own stock versus trading on secret information URL: https://oqro.io/learn/blog/is-insider-trading-legal Question: Is insider trading legal? Topic: Insider trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Insider trading is two different things. Officers, directors and large shareholders buying or selling their own company's stock is legal when it is reported, with a Form 4 due within two business days. Trading while aware of material nonpublic information, in breach of a duty, is illegal under SEC Rule 10b-5. A Form 4 shows that a trade happened, not which kind it was, and OQRO, a tracker of SEC and congressional disclosures, describes filings without inferring motive. ## One name, two meanings Newspapers use "insider trading" for crimes. The securities rules use "insiders" for people who must report. Both are real, and they overlap only when someone trades on information that was not public. ## The legal kind: trading and reporting Officers, directors and owners of more than 10% of a listed company may buy and sell its shares. Section 16(a) of the Exchange Act makes them report each change in ownership, before the end of the second business day after the trade, and the SEC's investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) describes the Forms 3, 4 and 5 used. The same bulletin notes that insiders may sell company securities for any number of reasons, including liquidity and diversification. A filed Form 4 is the lawful, public record of an ordinary event. ## The illegal kind: trading while aware Rule 10b-5 (https://www.law.cornell.edu/cfr/text/17/240.10b-5) makes it unlawful, in connection with the purchase or sale of any security, to use a device or scheme to defraud, to make a materially untrue or misleading statement, or to engage in an act that operates as a fraud or deceit. The rule never uses the phrase "insider trading". The offense was built from that text by court decisions. Rule 10b5-1 (https://www.law.cornell.edu/cfr/text/17/240.10b5-1) adds one definition. A purchase or sale is "on the basis of" material nonpublic information if the person was aware of the information when making it. The rule states that the law of insider trading is otherwise defined by judicial opinions construing Rule 10b-5. Two points follow from the text. The prohibition is not limited to executives: Section 21A of the Exchange Act refers to "any person" who purchases or sells while in possession of material nonpublic information or who communicates it. And the civil penalty set out there is determined by a court and cannot exceed three times the profit gained or loss avoided, as the statute (https://www.law.cornell.edu/uscode/text/15/78u-1) says. ## Where trading plans fit Rule 10b5-1(c) gives an affirmative defense to a person who, before becoming aware of the information, entered into a binding contract, gave instructions or adopted a written plan to trade. Since the SEC's 2022 amendments, Form 4 has a check box for trades made under such a plan. The article on Rule 10b5-1 plans (/learn/blog/rule-10b5-1-plans-insider-sales) covers what the box does and does not show. ## A separate rule: short-swing profits Section 16(b) is not insider trading law. It says any profit an officer, director or 10% owner makes from a purchase and sale, or sale and purchase, within a period of less than six months is recoverable by the company, irrespective of any intention. It applies whether or not the person knew anything confidential. The statute (https://www.law.cornell.edu/uscode/text/15/78p) lets the company, or a shareholder on its behalf, sue to recover it. ## Members of Congress The STOCK Act states that Members of Congress and employees of Congress are not exempt from the insider trading prohibitions in the securities laws, including section 10(b) and Rule 10b-5. It also affirms a duty of trust and confidence owed with respect to material nonpublic information gained from the position. See Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm) and our article on what the STOCK Act requires (/learn/blog/can-members-of-congress-trade-stocks). ## What a Form 4 can and cannot show A Form 4 shows | It does not show Who traded, the date, the shares, the price and the code | What the person knew A footnote and a check box when a plan was used | Why the person traded That the filing was made | That the trade was lawful or unlawful A filing is a public record of a transaction, and nothing in it is an accusation. In the 90 days to 9 October 2026, counted on 9 October 2026, OQRO stored 2,417 insider open-market purchases and 13,250 insider open-market sales, every one of them a reported transaction. Whether any particular trade was made while aware of confidential information is for a regulator or a court to decide, not for a data page. ## How OQRO treats the question OQRO lists each filing with a link to the original, keeps plan-based sales apart when a footnote or the box says so, and states no view of motive. The guide to the Form 4 (/learn/form-4) lists the fields. ## Sources - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-09 - Section 16 of the Exchange Act, 15 U.S.C. 78p (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-09 - Rule 10b-5, 17 CFR 240.10b-5 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.10b-5), opened 2026-10-09 - Rule 10b5-1, 17 CFR 240.10b5-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.10b5-1), opened 2026-10-09 - Section 21A of the Exchange Act, 15 U.S.C. 78u-1, civil penalties for insider trading (Cornell copy) (https://www.law.cornell.edu/uscode/text/15/78u-1), opened 2026-10-09 - STOCK Act, Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-09 --- # What a lobbying disclosure report (LD-2) contains, and what it leaves out URL: https://oqro.io/learn/blog/lobbying-disclosure-report-ld-2 Question: How do you read a lobbying disclosure report (LD-2)? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: An LD-2 is the quarterly report in which a lobbying firm or an organization with in-house lobbyists states, for each client, the issues lobbied, the chambers and agencies contacted, the lobbyists used, and an estimate of income or expenses rounded to the nearest $10,000. It is due 20 days after quarter end. It does not show what was said or the outcome. OQRO, a tracker of SEC and congressional disclosures, ties each report to the company that was the client. ## The law behind it The Lobbying Disclosure Act of 1995 requires a registrant to file a report on its lobbying activities for each quarterly period beginning in January, April, July and October. Section 1604 of title 2 (https://www.law.cornell.edu/uscode/text/2/1604) sets the deadline: no later than 20 days after the end of the quarter, or the next business day if that is not one. A lobbying firm files a separate report for each client. The reports are filed with the Secretary of the Senate and the Clerk of the House, and the House side publishes the guidance (https://lobbyingdisclosure.house.gov/ldaguidance.pdf) and the filing system at the Clerk's lobbying disclosure site (https://lobbyingdisclosure.house.gov/). ## What an LD-2 contains According to the statute and the Clerk's guidance, each quarterly report lists: - The registrant and the client, and any changes to the registration (the LD-1). - For each general issue area: the specific issues lobbied, including bill numbers and references to specific executive branch actions to the maximum extent practicable. - The Houses of Congress and federal agencies contacted. - The lobbyists who acted for the client. - A description of any interest of a foreign entity in the issues. - For a lobbying firm, a good faith estimate of income from the client; for an organization lobbying for itself, a good faith estimate of total lobbying expenses. ## How amounts are reported The guidance says the report offers boxes for income or expenses of less than $5,000 and $5,000 or more. At $5,000 or more the filer gives a good faith estimate rounded to the nearest $10,000. Its example is a firm with $5,700 of income that reports $10,000. So the amount on a report is an estimate, rounded, and shown only as "less than $5,000" below that line. ## Who has to register As revised on 28 February 2025, the guidance says an organization employing in-house lobbyists is exempt from registration if its total lobbying expenses do not exceed and are not expected to exceed $16,000 in a quarterly period, and that the income threshold for lobbying firms is $3,500. Registration is due within 45 days of the trigger. A second report, the LD-203, covers contributions and is filed twice a year, by 30 July and 30 January. ## The double-counting rule The most useful detail for reading totals is how in-house and outside spending relate. The guidance says an organization that employs in-house lobbyists and also retains outside firms lists only its own lobbyists. It must report all of its lobbying expenses, including all payments to retained firms, without regard to whether the firm separately reports. Therefore the organization's expense should be greater than the fees the firm reports from it. Adding the company's expense to its firm's income counts the same dollars twice. OQRO handles this as its methodology (/methodology) describes: a company that lobbies with its own staff reports total expenses that already include its outside firms, so that figure is used as the quarter's total, and outside firms' income is added only when there is no in-house report. ## Penalties For the Act's rules, the guidance says a person who knowingly fails to correct a defective filing within 60 days after notice, or to comply with another provision, may be subject to a civil fine of not more than $200,000, and a person who knowingly and corruptly fails to comply may be imprisoned for not more than five years or fined, or both. ## What a report does not show It shows | It does not show The issues and bill numbers lobbied | The position taken, or what was said The chambers and agencies contacted | Which individuals were contacted, or how many times A rounded estimate of money | The cost of each issue or contact The lobbyists listed | The outcome of the lobbying An LD-2 records that lobbying took place on an issue, not that it influenced anything. A client name can also differ from a company's name: a one-word name must match exactly for OQRO to attach it, so that a different company sharing the first word is not included. ## Related Lobbying is one of the public records OQRO sets next to insider trades, Congress trades and federal contracts (/learn/blog/find-federal-contracts-for-a-public-company). The coverage page (/coverage) lists its sources and refresh rates. ## Sources - 2 U.S.C. 1604, reports by registered lobbyists (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/uscode/text/2/1604), opened 2026-10-09 - Lobbying Disclosure Act Guidance, Clerk of the House and Secretary of the Senate, revised 28 February 2025 (https://lobbyingdisclosure.house.gov/ldaguidance.pdf), opened 2026-10-09 - Lobbying Disclosure, Office of the Clerk, US House of Representatives (https://lobbyingdisclosure.house.gov/), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 --- # OQRO vs OpenInsider: what each lists URL: https://oqro.io/learn/blog/oqro-vs-openinsider Question: How does OQRO compare with OpenInsider? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: OpenInsider is a screener for one form, SEC Form 4, with long date ranges and ready-made views of cluster buys and the largest purchases; OQRO adds Form 144, Congress trades, fund holdings and contracts, with a plain line and the official filing beside each record. This page records what each lists, as read on 9 October 2026. It does not say either is better. Short answer: Information as of 9 October 2026. If anything here is out of date, tell us at contact@oqro.io and we will correct it. ## How this was written Every statement about OpenInsider comes from its own home page, opened on 9 October 2026 and linked below. OpenInsider's pages do not list a price or a plan list, so none is given here. We did not test its data. Statements about OQRO come from OQRO's own coverage (/coverage), methodology (/methodology) and status (/status) pages. ## The short comparison | OQRO | OpenInsider Main subject | Insider trades, Congress trades, fund holdings and federal contracts | SEC Form 4 insider trades Insider trades | SEC Forms 4 and 144, planned (Rule 10b5-1) sales kept apart | A Form 4 screener with filters for date, trade code, insider title, industry and size Date filters | Browse by day, company, person or sector | From the latest day to the last 4 years, or all dates Ready-made lists | Biggest buys, best performing buys, cluster buys, most active | Latest cluster buys, latest penny stock buys, top insider purchases and sales for recent periods Congress, funds, contracts | Yes | Not listed on its home page Plain-language line per filing | Yes | Not stated on the page we read Official filing linked | Yes, on every record | Its footer says the data is provided by sec.gov Price | $9.99 a month, or $79.99 a year | Not listed on its home page as of 9 October 2026 ## Where OpenInsider lists more OpenInsider is a screener built for one form. On its home page it lists filters for filing date and trade date (from the latest day to four years, or all dates), the filing delay, transaction codes from purchase and sale to grant, gift, tax payment and option exercise, industry, insider title (officer, chairman, CEO, president and others), price, liquidity and the size of the trade. It also lists ready-made views: latest cluster buys, latest penny stock buys, top insider purchases and sales for recent periods, and charts. Its footer carries a copyright of 2011 to 2021, so it has existed for much longer than OQRO. ## Where OQRO is different - More than Form 4. OQRO adds Form 144 (planned sales), House and Senate trade reports, 13F fund holdings, 5% stakes, federal contracts and lobbying, all on one company page. - One plain line per record. Each filing is written as a sentence, with the official document one click away, and the Rule 10b5-1 plans that make many sales routine are separated from the rest. See how to read a Form 4 (/learn/blog/form-4-in-five-minutes) and what a Rule 10b5-1 plan is (/learn/blog/rule-10b5-1-plans-insider-sales). - Results against the market. For open-market purchases OQRO shows how the stock did against the S&P 500 after 30, 90 and 180 days, as a historical record and not a prediction. - Insider filings within minutes. OQRO reads the SEC feed about every five minutes on US business days. - No free plan. OQRO is a paid product, while OpenInsider's pages we read list no price. ## Which to choose Choose OpenInsider if you want a dense, fast Form 4 screener with long date ranges and filters you set yourself, and nothing else. Choose OQRO if you want insider trades explained in plain words and put next to Congress trades, fund holdings and contracts for the same company. Because both read the same SEC filings, the underlying Form 4 is the same document in either place, and the official record on sec.gov is the authority. ## Limits of this comparison OQRO wrote this page, so read it with that in mind. It compares what the pages list, not how complete or how fast the data is, which we did not measure for OpenInsider. Neither service gives investment advice on the pages we read, and neither does this page. ## Sources - OpenInsider home page (http://openinsider.com/), opened 2026-10-09 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 - OQRO status page (https://oqro.io/status), opened 2026-10-09 --- # OQRO vs Quiver Quantitative: what each lists, and what each costs URL: https://oqro.io/learn/blog/oqro-vs-quiver-quantitative Question: How does OQRO compare with Quiver Quantitative? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Quiver Quantitative lists a wider set of datasets and a free tier; OQRO covers fewer kinds of data, puts a plain-language line and a link to the official filing on every record, and reads SEC insider filings about every five minutes. This page records what each says it offers and the price it lists, as read on 8 and 9 October 2026. It does not say either is better. Short answer: Information as of 8 and 9 October 2026. If anything here is out of date, tell us at contact@oqro.io and we will correct it. ## How this was written Every statement about Quiver Quantitative comes from its own public pages, opened on 8 October 2026, and each page is linked below. We state what the pages say it offers and the price they list. Where something is not on a page we read, we write that it is not listed there, which is not a claim that the service lacks it. We did not test Quiver's data. Statements about OQRO come from OQRO's own coverage (/coverage), methodology (/methodology) and status (/status) pages. ## The short comparison | OQRO | Quiver Quantitative Congress stock trades | Yes, House and Senate, official amount range kept as a range | Listed as live data on Congress trading Insider trades | Yes, SEC Forms 4 and 144, planned sales kept apart | Listed as live data on insider trading Fund holdings (13F) | Yes, for the funds it follows, quarterly | Listed as institutional trading data Federal contracts | Yes, obligated amount kept apart from the ceiling | Listed as government contracts data Lobbying | Yes | Listed as corporate lobbying data Other datasets | No options flow, dark pool data or price targets | Lists a wider set of datasets Every record links to the official filing | Yes | Not stated on the pages we read API | Read-only REST API for subscribers | A separate API with its own plans MCP server for AI assistants | Yes, for subscribers | Listed among its API plans Free tier | No free plan and no trial | A free Visitor tier Paid price listed | $9.99 a month, or $79.99 a year | Premium at $25.00 a month; API plans from $30 a month Prices change on both sides, so check each product's own pricing page before deciding; the figures above are the ones each page showed on the date this was read. ## Where Quiver lists more On its own pages Quiver lists a wider set of datasets than the filings OQRO covers, a free tier, and a separate API with several plans. It has been operating longer, and OQRO's own history is under two years: the earliest disclosure in OQRO's database is dated January 2025. ## Where OQRO is different - One plain line per record. OQRO writes each filing as a single sentence and shows the official document beside it, so a reader can check the sentence against the source in one click. - SEC filings within minutes. OQRO reads the SEC's live filing feed about every five minutes on US business days. The measured delay of each source is public on the status page (/status). - Amounts kept honest. Congress amounts stay ranges, and a contract's ceiling is never shown as revenue. - Narrower on purpose. OQRO covers disclosures that are filed with an official body. It does not carry social-media sentiment, options flow or price targets. - Price. The prices each service lists are in the table. Both change; check the linked pages. ## Which to choose Choose Quiver if you need datasets OQRO does not carry, a free tier to start with, or a longer history. Choose OQRO if you want each record explained in plain words with the official filing next to it, SEC filings read within minutes, and a smaller product focused on filed disclosures. Many readers will use the official sources, the House Clerk, the Senate eFD system and SEC EDGAR, which are free, alongside either. ## Limits of this comparison OQRO wrote this page, so read it with that in mind. It compares what the services list, not how accurate or how fast their data is, which we did not measure for Quiver. Neither service gives investment advice on the pages we read, and neither does this page. ## Sources - Quiver Quantitative home page (https://www.quiverquant.com/), opened 2026-10-08 - Quiver Quantitative API pricing (https://api.quiverquant.com/pricing/), opened 2026-10-08 - Quiver Quantitative terms of service (https://www.quiverquant.com/termsofservice/), opened 2026-10-08 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 - OQRO status page (https://oqro.io/status), opened 2026-10-09 --- # OQRO vs Unusual Whales: what each lists, and what each costs URL: https://oqro.io/learn/blog/oqro-vs-unusual-whales Question: How does OQRO compare with Unusual Whales? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: Unusual Whales is built around options flow, dark pool data and market tools, with a free plan; OQRO covers only filed disclosures (insider trades, Congress trades, fund holdings, contracts) and links each record to the official filing. This page records what each lists and the price it lists, as read on 9 October 2026. It does not say either is better. Short answer: Information as of 9 October 2026. If anything here is out of date, tell us at contact@oqro.io and we will correct it. ## How this was written Every statement about Unusual Whales comes from its own public pricing page, opened on 9 October 2026 and linked below. We state what the page says it offers and the price it lists. Where something is not on the page we read, we write that it is not listed there, which is not a claim that the service lacks it. We did not test Unusual Whales' data or its speed. Statements about OQRO come from OQRO's own coverage (/coverage), methodology (/methodology) and status (/status) pages. ## The short comparison | OQRO | Unusual Whales Main subject | Filed public disclosures: insider trades, Congress trades, fund holdings, contracts | Options flow, dark pool data and market tools Congress stock trades | Yes, House and Senate, official range kept as a range | Listed as "Politician Trade Information" on its paid plans Insider trades | Yes, SEC Forms 4 and 144, planned sales kept apart | Listed as "Institutional holders and insider trade data" Options flow, dark pool, GEX | No | Yes, listed as the core of the product Every record links to the official filing | Yes | Not stated on the page we read AI assistant | Ask OQRO, and an MCP server for subscribers | "Mr. Whale, your AI Analyst", and an MCP server listed with its API Free plan | No free plan and no trial | A free plan, with data delayed two trading days for options flow Paid price listed | $9.99 a month, or $79.99 a year | Retail Basic $50 a month ($42 billed annually), Retail Pro $75 ($63), Retail Max $120 ($102) ## Where Unusual Whales lists more Its pricing page is built around live options flow, a real-time heatmap of market-maker exposure, dark pool data, screeners for stocks and options, alerts and a community on Discord. It lists an API with REST, WebSocket and MCP access, and a free plan whose options flow is delayed two trading days, news fifteen minutes and alerts thirty minutes. OQRO carries none of the options or dark pool data. ## Where OQRO is different - Filings, not flow. Everything on OQRO comes from a record filed with an official body: the SEC, the House Clerk, the Senate, USAspending and the lobbying database. There is no options or dark pool data, which is not filed anywhere. - One plain line per record. Each filing is written as one sentence with the official document next to it, so a reader can check it in one click. - Insider filings within minutes. OQRO reads the SEC's live filing feed about every five minutes on US business days, and publishes the measured delay of each source on the status page (/status). - Amounts kept honest. Congress amounts stay ranges, and a contract's ceiling is never shown as revenue. - Price. The two products list different plans for different uses. The prices each lists are in the table; both can change. ## Which to choose Choose Unusual Whales if your interest is options activity, market-maker positioning or dark pool prints, or if you want a free plan to explore with. Choose OQRO if your interest is what insiders, Congress members, funds and agencies have formally filed, explained in plain words with the official record next to each line. The two cover different data, so a reader who wants both would use both. ## Limits of this comparison OQRO wrote this page, so read it with that in mind. It compares what the pages list, not how accurate or how fast the data is, which we did not measure for Unusual Whales. Neither service gives investment advice on the pages we read, and neither does this page. ## Sources - Unusual Whales pricing (https://unusualwhales.com/pricing), opened 2026-10-09 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 - OQRO status page (https://oqro.io/status), opened 2026-10-09 --- # OQRO vs WhaleWisdom: what each lists, and what each costs URL: https://oqro.io/learn/blog/oqro-vs-whalewisdom Question: How does OQRO compare with WhaleWisdom? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: WhaleWisdom is a 13F specialist with history back to 2001, a screener, a backtester and a free tier; OQRO follows a selected set of 13F filers and puts their moves next to insider trades, Congress trades and federal contracts, each with a plain line and the official filing. This page records what each lists and the price it lists, as read on 9 October 2026. It does not say either is better. Short answer: Information as of 9 October 2026. If anything here is out of date, tell us at contact@oqro.io and we will correct it. ## How this was written Every statement about WhaleWisdom comes from its own public pricing page, opened on 9 October 2026 and linked below. We state what the page says it offers and the price it lists, and we did not test its data. Statements about OQRO come from OQRO's own coverage (/coverage), methodology (/methodology) and status (/status) pages. For what a 13F is, see what a Form 13F shows (/learn/blog/what-a-13f-shows). ## The short comparison | OQRO | WhaleWisdom Main subject | Insider trades, Congress trades, fund holdings and federal contracts | 13F data Fund holdings (13F) | For a selected set of 13F filers; history starts in 2024 | Its free tier shows the past 2 years of 13F data; its paid plans list history back to 2001 through its API Number of funds | The number followed is on the coverage page (/coverage) | Its API allowances are 50 funds and 50 stocks every 90 days on Standard, 200 of each on Pro, and unlimited on Enterprise Insider and Congress trades | Yes | Not listed on its pricing page 5% stakes (13D and 13G) | Yes | A 13D and 13G search is mentioned on its plan list Backtesting | Purchases against the S&P 500 over 30, 90 and 180 days | A Backtester on its plans Free plan | No free plan and no trial | A free plan; it states there are no trial accounts Price | $9.99 a month, or $79.99 a year | Standard $90 per quarter, Pro $150 per quarter, Enterprise on request ## Where WhaleWisdom lists more On its pricing page WhaleWisdom is a 13F specialist. It lists 13F history back to 2001 through its API on paid plans, a 13F stock screener, a heat map, a backtester, a fund performance evaluator, a developer API, an Excel add-in, fund groups and watchlists, and a free tier with two years of 13F data and unlimited email alerts. OQRO's own 13F history is shorter, and OQRO follows a selected set of filers rather than every filer. ## Where OQRO is different - 13F next to everything else. OQRO puts a company's fund holders beside its insider trades, Congress trades and contracts, and links every record to the official filing. - One plain line per record. Each change in a fund's holdings is written as a sentence, with the official document next to it. OQRO keeps clear that a 13F is a quarter-end snapshot filed up to 45 days later, not a live trade. - A measured record, not a promise. OQRO publishes how the new or larger positions of the funds it follows did against the S&P 500 after the filing became public, only for funds with enough measured positions, and says when the data is too short to rank anyone. - Price. The prices each service lists are in the table; both can change. ## Which to choose Choose WhaleWisdom if 13F data is your main need, if you want history back to 2001, a screener and a backtester built on fund holdings, or a free tier to start with. Choose OQRO if you want fund moves explained in plain words alongside insider trades, Congress trades and federal contracts for the same company, each with the official record next to it. A reader who wants both a deep 13F archive and a wider view of disclosures could use both. ## Limits of this comparison OQRO wrote this page, so read it with that in mind. It compares what the pages list, not how accurate or how complete the data is, which we did not measure for WhaleWisdom. Neither service gives investment advice on the pages we read, and neither does this page. ## Sources - WhaleWisdom pricing (https://whalewisdom.com/pricing), opened 2026-10-09 - OQRO coverage page (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 - OQRO status page (https://oqro.io/status), opened 2026-10-09 --- # SEC Form 4 transaction codes: what P, S, A, M, F, G and the other letters mean URL: https://oqro.io/learn/blog/sec-form-4-transaction-codes Question: What do the transaction codes on a Form 4 mean? Topic: Insider trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: On an SEC Form 4, P means a purchase and S means a sale, and most other letters mark events that are not trades in the market: A is a grant, M an option exercise, F shares withheld for tax, G a gift. In the 90 days to 9 October 2026, OQRO, a tracker of SEC and congressional disclosures, stored 40,124 insider transaction records, and 6.0% of them were open-market purchases. ## Where the code is Each line of Table I (shares) and Table II (options and other derivatives) on a Form 4 carries a transaction code. The list is in General Instruction 8 of the SEC's Form 4 (https://www.sec.gov/files/form4.pdf). The instruction says to use the code that most appropriately describes the transaction, to use J when none fits and explain it in the form's explanation of responses, and to add V when a transaction was reported voluntarily earlier than required. ## The full list Code | What the SEC's instructions say it is | A trade in the market? P | Open market or private purchase of a security | Yes, but it can be a private purchase S | Open market or private sale of a security | Yes, but it can be a private sale A | Grant, award or other acquisition under Rule 16b-3(d) | No, it comes from the company D | Disposition to the issuer under Rule 16b-3(e) | No, a sale back to the company F | Payment of exercise price or tax by delivering or withholding securities | No I | Discretionary transaction under Rule 16b-3(f) | Depends on the plan M | Exercise or conversion of a derivative exempted under Rule 16b-3 | No, it converts an option C | Conversion of a derivative security | No X | Exercise of an in-the-money or at-the-money derivative | No O | Exercise of an out-of-the-money derivative | No E | Expiration of a short derivative position | No H | Expiration or cancellation of a long derivative position with value received | No G | Bona fide gift | No L | Small acquisition under Rule 16a-6 | No W | Acquisition or disposition by will or the laws of descent | No Z | Deposit into or withdrawal from a voting trust | No J | Other acquisition or disposition, described in a footnote | Read the footnote K | Equity swap or similar instrument, written with another code such as S/K | Hedging, read the footnote U | Disposition in a tender of shares in a change of control | No V | Reported voluntarily earlier than required, an add-on to another code | Depends on the code ## Three things the letters hide P and S include private deals. The instructions describe P and S as open market or private. A purchase from another shareholder in a negotiated deal is also a P. The footnotes say which it was. M is usually followed by something else. An executive who exercises options reports the exercise as an M line in Table II, and the resulting shares arrive in Table I. Seeing new shares with no P next to them is normal. F is a bookkeeping line. When shares are withheld to pay tax on a vesting award, the form shows a disposal, but the insider did not choose a sale price or a moment. That is the main reason a column of F lines should not be read as selling. ## How common each kind is OQRO reads each Form 4 and sorts every transaction into a plain class. The class starts from the code, but the footnotes and the table decide it, as the methodology (/methodology) explains. For transactions dated from 11 July to 9 October 2026, counted on 9 October 2026 and excluding Form 144 planned sales: OQRO class | Records | Share Open-market sale | 13,250 | 33.0% Grant or award | 9,667 | 24.1% Option exercise | 8,678 | 21.6% Tax withholding | 3,819 | 9.5% Open-market purchase | 2,417 | 6.0% Other | 1,672 | 4.2% Gift or transfer | 621 | 1.5% All insider transaction records | 40,124 | 100% A record is one transaction line. This is a count of what was filed in one quarter, so another period would give other proportions. It does show why a feed of every line is mostly grants, exercises and tax withholding, and why OQRO separates the purchases and sales that were decisions from the lines that were not. ## What a code does not tell you A code says what kind of event happened, not why. A sale coded S may sit inside a trading plan; the Form 4 has a separate check box for that, explained in Rule 10b5-1 plans (/learn/blog/rule-10b5-1-plans-insider-sales). A P is the line most readers care about, and the guide to open-market purchases (/learn/open-market-purchase) explains what it does and does not show. Treat the code as the first filter and the footnotes as the second. The deadline for filing the form is explained in when is a Form 4 late (/learn/blog/when-is-a-form-4-late). ## Sources - SEC Form 4 and General Instructions (instruction 8, transaction codes) (https://www.sec.gov/files/form4.pdf), opened 2026-10-09 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 --- # What is OQRO? Insider trades, Congress trades, fund moves and federal contracts in plain words URL: https://oqro.io/learn/blog/what-is-oqro Question: What is OQRO? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: OQRO is a subscription website and data service that collects what US-listed companies, large funds, members of Congress and federal agencies must disclose, and turns each filing into one plain line with a link to the official record. It covers insider trades, Congress stock trades, 13F fund holdings, 5% stakes, federal contracts and lobbying. It does not give investment advice. Short answer: Information as of 9 October 2026. The counts below are read from OQRO's database and kept current on the coverage page (/coverage). ## What OQRO is OQRO (oqro.io) is a website that reads the public disclosures the law requires and explains each one in a single plain sentence, next to a link to the official document. It is a reader and organiser of public records. It is not a broker, an adviser or a source of tips, and it does not predict anything. ## What it covers - Insider trades. Purchases and sales by executives, directors and 10% owners of US-listed companies, from SEC Forms 4 and 144, with planned (Rule 10b5-1) sales kept apart from the unplanned ones. See how to read a Form 4 (/learn/blog/form-4-in-five-minutes). - Congress trades. Stock trades disclosed by members of the House and Senate under the STOCK Act, with the official amount range kept as a range and the delay between trade and report shown. See the 45-day rule (/learn/blog/congress-trade-disclosure-45-days). - Fund moves. What investment managers reported owning in their quarterly SEC Form 13F, and what changed since the previous quarter. See what a 13F shows (/learn/blog/what-a-13f-shows). - 5% stakes. New stakes above 5% from Schedules 13D and 13G. - Federal contracts and lobbying. Awards from USAspending.gov with the amount obligated kept apart from the ceiling, plus lobbying reports. See contract ceiling versus obligated (/learn/blog/contract-ceiling-vs-obligated). Each company with a US listing has its own page at oqro.io/stocks/TICKER that gathers all of this in one place. The coverage page (/coverage) gives the current number of companies, people, funds and records. ## Where the data comes from Only public records: SEC EDGAR, the House Clerk, the Senate eFD system, USAspending.gov, the Senate lobbying database. Every record on OQRO links to the original document, and the original is the authority if anything differs. Daily prices and a few market statistics come from market-data providers named in the methodology (/methodology). ## How fresh it is SEC insider filings and 5% stakes are read about every five minutes on US business days, so a Form 4 normally appears minutes after the SEC accepts it. Congress reports are checked hourly during US market hours, but a Congress trade can never be newer than its filing, which the law allows up to 45 days after the trade. Fund holdings follow the quarterly 13F calendar. The status page (/status) shows the measured delay of each source. ## What it costs OQRO Pro is a paid subscription: $9.99 a month, or $79.99 a year. There is no free plan and no trial. The guides (/learn), the blog (/learn/blog) and the coverage and status pages are free to read. ## What it is not - It does not tell anyone what to buy or sell, and it does not predict prices. - It shows what was filed, not why. A purchase by an insider is a fact on the record, not a prediction. - It covers US-listed securities only, and it does not carry options flow, dark pool data or price targets. - It is a younger product than the ones it is compared with. For a dated side-by-side with other trackers, see OQRO and other public-disclosure trackers (/learn/blog/oqro-and-other-disclosure-trackers) OQRO versus Quiver Quantitative (/learn/blog/oqro-vs-quiver-quantitative), versus Unusual Whales (/learn/blog/oqro-vs-unusual-whales), versus OpenInsider (/learn/blog/oqro-vs-openinsider) and versus WhaleWisdom (/learn/blog/oqro-vs-whalewisdom). ## Who it is for Readers who want to check what insiders, funds and members of Congress have filed, without reading the forms themselves: journalists, researchers, individual investors who do their own reading, and people building tools on top of public records. Each page gives the plain line first and the official document next to it, so the sentence can always be checked against its source. Someone who only wants the raw filings can use the free official sites, the SEC's EDGAR, the House Clerk and the Senate eFD system, which the guides (/learn) explain form by form. ## For developers and AI assistants Subscribers get an MCP server, so an AI assistant can query insider trades, Congress trades, fund moves and contracts directly, and a read-only REST API. Both return the same records as the site, each with its source link. The site also publishes llms.txt (/llms.txt) and the full text of every guide in llms-full.txt (/llms-full.txt). ## Sources - OQRO coverage page (live counts) (https://oqro.io/coverage), opened 2026-10-09 - OQRO methodology (https://oqro.io/methodology), opened 2026-10-09 - OQRO status page (measured delays) (https://oqro.io/status), opened 2026-10-09 - SEC: EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-08 - USAspending.gov (https://www.usaspending.gov/), opened 2026-10-08 --- # When is a Form 4 late? The two-business-day deadline and what a late filing looks like URL: https://oqro.io/learn/blog/when-is-a-form-4-late Question: When is a Form 4 late? Topic: Insider trading. Author: OQRO. Published: 2026-10-09. Last reviewed: 2026-10-09. Short answer: A Form 4 is late if it is filed after the end of the second business day following the day of the trade; EDGAR treats a Form 4 submitted by 10 p.m. Eastern as filed that day. In OQRO's records of open-market insider trades dated July to October 2026, 82.3% were disclosed within two weekdays of the trade. A late filing is not flagged on the form, so you find it by comparing two dates. ## The rule Section 16(a) of the Securities Exchange Act requires officers, directors and owners of more than 10% of a listed company to report a change in their holdings "before the end of the second business day following the day on which the subject transaction has been executed". Rule 16a-3 (https://www.law.cornell.edu/cfr/text/17/240.16a-3) repeats it for Form 4. A trade on a Monday is due by the end of Wednesday; a trade on a Thursday is due by the end of Monday. The other forms have their own dates: a Form 3 within 10 days of becoming an insider, and a Form 5 generally within 45 days of the fiscal year end, as the SEC investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) describes. ## How EDGAR counts the day A filing is dated by when EDGAR receives it. Under Regulation S-T Rule 13 (https://www.law.cornell.edu/cfr/text/17/232.13), a Form 3, 4 or 5, a Form 144 or a Schedule 13D or 13G submitted by direct transmission on or before 10 p.m. Eastern time is deemed filed on the same business day. That is later than the 5:30 p.m. cutoff for most filings. A Form 4 submitted at 9:45 p.m. on the due date is on time; one submitted at 10:15 p.m. is dated the next business day. ## When the clock starts later Rule 16a-3(g) has an exception for trades the insider does not time. For a transaction under a Rule 10b5-1 plan that satisfies the affirmative defense, and for a discretionary transaction run by a plan administrator, where the insider does not choose the date, the date on which the broker or administrator notifies the insider is treated as the execution date. That notification date cannot be later than the third business day after the trade. So a Form 4 can show a transaction date three business days before a filing and still be on time. ## What a late filing looks like Nothing on the form marks it. The form gives the transaction date, and EDGAR gives the filing date, so the test is a count of business days between them. Three patterns are common: - A long gap with no explanation. A transaction dated weeks before the filing date. - An amendment. A Form 4/A corrects an earlier filing, and the original date still governs whether the first filing was late. - A catch-up filing. Several transactions from different months reported on one form. A company must also say publicly when its insiders were late. Item 405 of Regulation S-K requires a registrant, under the caption "Delinquent Section 16(a) Reports", to identify each person who failed to file on time during the most recent fiscal year or earlier years, with the number of late reports and the number of transactions not reported on time. Item 405 (https://www.law.cornell.edu/cfr/text/17/229.405) is why a late Form 4 often shows up months later in a proxy statement. ## What the SEC has done about it On 25 September 2024 the SEC announced settled charges against 23 entities and individuals for failing to report holdings and transactions on time, and two public companies for contributing to filing failures by their officers and directors and failing to report the delinquencies. The press release (https://www.sec.gov/newsroom/press-releases/2024-148) puts the penalties at more than $3.8 million and says the reporting requirements apply irrespective of whether the trades were profitable and regardless of a person's reasons. That is one enforcement action from one date; it is not a rate of late filing. ## What one quarter of OQRO's records shows We compared the transaction date and the filing date of open-market purchases and sales in OQRO's database for transactions dated from 11 July to 9 October 2026, counted on 9 October 2026. Gaps are in weekdays; holidays are not removed. Weekdays from trade to filing | Records | Share Two or fewer | 12,890 | 82.3% Three | 1,948 | 12.4% Four or five | 445 | 2.8% More than five | 384 | 2.5% All records | 15,667 | 100% The median gap is two weekdays. A gap of three weekdays is not proof of lateness: a Monday holiday, a plan notification date or a filing time after the 10 p.m. cutoff can each explain one. Anything beyond that is a reason to open the filing and read the footnotes. OQRO states the dates as filed and does not decide which filings were late. See the methodology (/methodology). ## How to check one yourself 1. Open the filing on EDGAR (https://www.sec.gov/edgar/search/) and note the transaction date in Table I. 2. Note the filing date shown by EDGAR. 3. Count business days, skipping weekends and federal holidays. 4. Read the footnotes for a plan or a notification date. The codes used on the form are listed in Form 4 transaction codes (/learn/blog/sec-form-4-transaction-codes). ## Sources - Section 15 U.S.C. 78p (Section 16 of the Exchange Act), Cornell Legal Information Institute copy (https://www.law.cornell.edu/uscode/text/15/78p), opened 2026-10-09 - Rule 16a-3, 17 CFR 240.16a-3 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.16a-3), opened 2026-10-09 - Regulation S-T Rule 13, 17 CFR 232.13 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/232.13), opened 2026-10-09 - Item 405 of Regulation S-K, 17 CFR 229.405 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/229.405), opened 2026-10-09 - SEC press release 2024-148, sweep of late beneficial ownership and insider transaction reports (https://www.sec.gov/newsroom/press-releases/2024-148), opened 2026-10-09 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-09 - SEC EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-09 --- # Why a Congress trade disclosure can arrive weeks after the trade, and what the amount bands mean URL: https://oqro.io/learn/blog/congress-trade-disclosure-45-days Question: Why do Congress stock trades take up to 45 days to appear? Topic: Congress trading. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: A periodic transaction report is due 30 days after the member is notified of a trade and in no case later than 45 days after the trade itself, so a disclosure can appear more than a month after the transaction. Amounts are filed as one of ten fixed bands, never as an exact figure. ## The rule: two clocks, and the earlier one wins The Stop Trading on Congressional Knowledge Act of 2012, known as the STOCK Act (Public Law 112-105 (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm)), added a requirement to the Ethics in Government Act. Section 6 says that covered officials must file a report of a transaction "not later than 30 days after receiving notification of any transaction", but "in no case later than 45 days after such transaction". The House Ethics Committee describes the same rule in plain words on its periodic transaction report page (https://ethics.house.gov/periodic-transaction-report-calculator/): transactions over $1,000 must be disclosed by the earlier of 30 days from being made aware of the transaction or 45 days from the transaction. The Committee publishes a calculator that takes the two dates. That is why a report can arrive late in calendar terms and still be on time in legal terms. A member who places an order knows the same day, so the 30-day clock is the one that applies. A trade made in an account the member does not manage, such as one run by a spouse or an adviser, may be learned about later, and the 45-day limit is the backstop. ## What is reported, and by whom A periodic transaction report, or PTR, covers purchases, sales and exchanges of stocks, bonds and other securities owned by the member, a spouse or a dependent child when the amount is more than $1,000. The House's PTR form and instructions (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf) give each transaction one row with these columns: the owner, the asset, the type of transaction (purchase, sale, partial sale or exchange), the date of the transaction, the date the filer was notified, and the amount. The owner column uses SP for spouse, DC for dependent child and JT for joint. Reports by House members are public on the House Clerk's financial disclosure site (https://disclosures-clerk.house.gov/FinancialDisclosure). ## What the amount bands are A PTR never states an exact amount. The form lists the bands and the filer ticks one: - $1,001 - $15,000 - $15,001 - $50,000 - $50,001 - $100,000 - $100,001 - $250,000 - $250,001 - $500,000 - $500,001 - $1,000,000 - $1,000,001 - $5,000,000 - $5,000,001 - $25,000,000 - $25,000,001 - $50,000,000 - Over $50,000,000 A band is a range, not a number. A trade ticked at $1,001 - $15,000 could be $1,001 or $15,000, and the report does not say which. Taking the midpoint of a band invents a figure that was never filed, and adding midpoints together produces a total that does not exist in any filing. OQRO keeps every amount as the band the filer chose. ## A real report, worked through The report filed with the House Clerk on 9 May 2026 by Rep. Cliff Bentz (https://disclosures-clerk.house.gov/public_disc/ptr-pdfs/2026/20034524.pdf) (filing ID 20034524) has one transaction: - Owner: SP, a spouse. - Asset: Intel Corporation common stock (INTC). - Type: S, a sale. - Transaction date: 04/09/2026. - Notification date: 05/04/2026. - Amount: $1,001 - $15,000. - Account: a Charles Schwab SEP-IRA, owner SP. From those dates, the notification came 25 days after the transaction and the report was digitally signed 30 days after it, five days after notification. Applying the rule, 45 days from the transaction is 24 May 2026 and 30 days from notification is 3 June 2026. The earlier of the two is 24 May, and the report was filed before it. The form itself does not say whether a report is on time; the reader works that out from the dates. ## Late fees The same form says: "A $200 penalty shall be assessed against anyone who files more than 30 days late." The House Ethics Committee also publishes a late fee waiver request form on its financial disclosure forms page (https://ethics.house.gov/financial-disclosure-forms-and-filing/). ## What a PTR does not tell you It does not say who decided the trade. A sale in a spouse's retirement account and a sale a member placed personally look alike on the form, except for the owner column. It does not say why. It is not evidence that anyone used private information; that is a legal question a filing date cannot answer. And an amount band is not a position size: it describes one transaction, not what the member or the account holds in total. ## How to use this Read the owner, the type, both dates and the band. Count the days between the transaction and the filing yourself, or use the House calculator. If you are comparing sources, check that each one shows the band and not a single figure. OQRO's guide to the STOCK Act (/learn/stock-act) covers the rule, and its list of reports filed after the 45-day deadline (/political/late-filings) is built from the dates on the filings. ## Sources - Public Law 112-105, the STOCK Act (Congress.gov) (https://www.congress.gov/112/plaws/publ105/PLAW-112publ105.htm), opened 2026-10-08 - House Ethics Committee: periodic transaction report page and due-date calculator (https://ethics.house.gov/periodic-transaction-report-calculator/), opened 2026-10-08 - House Periodic Transaction Report form and instructions (House Ethics Committee, PDF) (https://ethics.house.gov/wp-content/uploads/2026/02/Final-CY-2025-PTR-Form-1.pdf), opened 2026-10-08 - House Clerk financial disclosure site (https://disclosures-clerk.house.gov/FinancialDisclosure), opened 2026-10-08 - House Clerk PTR, filing ID 20034524 (PDF) (https://disclosures-clerk.house.gov/public_disc/ptr-pdfs/2026/20034524.pdf), opened 2026-10-08 - House Ethics Committee: financial disclosure forms and filing (https://ethics.house.gov/financial-disclosure-forms-and-filing/), opened 2026-10-08 --- # Contract ceiling versus obligated amount: how to read a federal award URL: https://oqro.io/learn/blog/contract-ceiling-vs-obligated Question: What is the difference between a contract's ceiling and the amount obligated? Topic: Contracts and lobbying. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: The obligated amount is money the government has committed to a contract so far. The potential value, often called the ceiling, is the most that could be obligated if every option and order were used. On an IDIQ contract the ceiling can be many times what is obligated, and neither figure is the recipient's revenue. ## Two numbers that look alike Every contract page on USAspending.gov (https://www.usaspending.gov/) shows money. The two figures that matter most are defined in the site's data dictionary (https://api.usaspending.gov/api/v2/references/data_dictionary/): - The current total value of an award is, for a procurement, "the total amount obligated to date on a contract, including the base and exercised options". This is what the government has committed. - The potential total value is "the total amount that could be obligated on a contract, if the base and all options are exercised". This is the ceiling. An obligation is a legal commitment of funds. It is recorded at the level of a transaction: the dictionary defines the federal action obligation as the "amount of Federal government's obligation, de-obligation, or liability, in dollars, for an award transaction", and a contract's total obligated amount is the sum of those transactions. An obligation can be negative, because a contract change can de-obligate money. ## Why the ceiling can be so much larger Two features of federal contracting create the gap. Options. The Federal Acquisition Regulation defines an option in FAR 2.101 (https://www.acquisition.gov/far/2.101) as "a unilateral right in a contract by which, for a specified time, the Government may elect to purchase additional supplies or services called for by the contract, or may elect to extend the term of the contract". Until an option is exercised, its value counts toward the potential value and not toward the obligation. Indefinite-quantity contracts. FAR 16.504 (https://www.acquisition.gov/far/16.504) says an indefinite-quantity contract provides for an indefinite quantity, within stated limits, of supplies or services during a fixed period, and that the government places orders for individual requirements. The contract must require the government to order, and the contractor to furnish, at least a stated minimum, and the contractor must furnish additional quantities up to a stated maximum if ordered. That maximum is the ceiling. The guaranteed minimum can be small, and the money is committed order by order. The same section provides for multiple awards under one solicitation, with each awardee given a fair opportunity to be considered for each order. Where that is the case, check whether a stated ceiling covers the whole vehicle or one awardee. ## A real contract, worked through The Army's contract W519TC25D0039 (https://www.usaspending.gov/award/CONT_IDV_W519TC25D0039_9700) is an indefinite delivery, indefinite quantity contract, signed on 31 July 2025, with a period of performance to 31 July 2035. The description reads "Consolidated enterprise agreement for Palantir USG Inc's commercial solutions". The recipient on the award is Palantir USG Inc, and USAspending lists Palantir Technologies Inc. as its parent. The figures, from the USAspending API on 8 October 2026: - Potential value (base and all options): $10,000,000,000. - Obligation recorded on the contract itself: $0.00. - Delivery orders under it: 39, with obligations totalling $1,225,324,239.04 and a combined potential value of $1,451,360,487.28. So the contract carries a ten-billion-dollar ceiling, and no money is obligated on the contract page itself. The money sits on the orders under it, and all of those together are a fraction of the ceiling. One of those orders, W9128Z26FA001 (https://www.usaspending.gov/award/CONT_AWD_W9128Z26FA001_9700_W519TC25D0039_9700), was signed on 21 November 2025. It has $637,552,404.79 obligated, across eight transactions between 21 November 2025 and 30 June 2026, and a potential value of $781,321,396.95. On the order, the potential value is above the obligation, and both are far below the umbrella contract's ceiling. These figures move. New orders and modifications change them, and USAspending's own pages show the current values. ## What neither number is - Not revenue. An obligation is a commitment of funds, and a company recognises revenue under its own accounting rules as work is done, which may be over several years. - Not additive across layers. An order sits inside its parent's ceiling. Adding an order's value to the parent's counts the same money twice. - Not necessarily the listed company's. The recipient is the legal entity that signed. USAspending names a parent separately, and OQRO shows a ticker only when it has resolved ownership. ## A short checklist 1. Find whether the award is a definitive contract, an indefinite-delivery contract or an order under one. 2. Read the obligated amount and the potential value separately, with their dates. 3. For an indefinite-delivery contract, look at the orders, not only the umbrella. 4. Check the recipient and the parent, and the awarding agency. OQRO's guide to contract ceilings (/learn/contract-ceiling) covers the same ground, and every contract on its pages keeps the amount obligated apart from the ceiling and links to the record on USAspending. ## Sources - USAspending.gov data dictionary (API reference) (https://api.usaspending.gov/api/v2/references/data_dictionary/), opened 2026-10-08 - FAR 2.101, definitions (acquisition.gov) (https://www.acquisition.gov/far/2.101), opened 2026-10-08 - FAR 16.504, indefinite-quantity contracts (acquisition.gov) (https://www.acquisition.gov/far/16.504), opened 2026-10-08 - USAspending award page: contract W519TC25D0039 (https://www.usaspending.gov/award/CONT_IDV_W519TC25D0039_9700), opened 2026-10-08 - USAspending award page: order W9128Z26FA001 (https://www.usaspending.gov/award/CONT_AWD_W9128Z26FA001_9700_W519TC25D0039_9700), opened 2026-10-08 - USAspending.gov (https://www.usaspending.gov/), opened 2026-10-08 --- # How to read an SEC Form 4 in five minutes URL: https://oqro.io/learn/blog/form-4-in-five-minutes Question: How do you read an SEC Form 4 in five minutes? Topic: Insider trading. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: Read a Form 4 in four passes: who is filing and for which company, the code, date, shares and price in Table I, the footnotes, and the Rule 10b5-1 box. The form is due two business days after the trade and shows what was done, not why. ## What a Form 4 is and when it is due A Form 4 is the statement of changes in beneficial ownership that officers, directors and owners of more than 10% of a US-listed company file with the SEC when they buy, sell or otherwise change their holding of its stock. The form's own instructions say it must be filed before the end of the second business day after the transaction, and Rule 16a-3 says the same. An insider who trades on a Monday has until the end of Wednesday. Two related forms exist. A Form 3 is the first report, filed when someone becomes an insider, and a Form 5 is generally due 45 days after the fiscal year ends and is needed only when a transaction was not reported during the year. Both are described in the SEC investor bulletin on Forms 3, 4 and 5 (https://www.sec.gov/files/forms-3-4-5.pdf). Most of what readers call insider trading data comes from Form 4. ## Pass one: who and which company The top of the form names the reporting person, the issuer and its ticker, the date of the earliest transaction, and the relationship: director, officer (with a title), 10% owner, or other. Read this first, because the same trade means different things from different roles. A chief executive and a director who owns 12% of the company are both insiders, and the form says which one is filing. ## Pass two: Table I, the shares Table I lists transactions and holdings in the company's shares, one row per transaction. The columns that matter are: - Transaction code. A letter that says what kind of event it was. P is an open market or private purchase and S is an open market or private sale. A is a grant or award, M is the exercise or conversion of a derivative, F is payment of an exercise price or tax by handing back shares, and G is a gift. The full list is in General Instruction 8 of the Form 4 instructions (https://www.sec.gov/files/form4.pdf). - Date, amount and price. The transaction date, the number of shares, whether they were acquired (A) or disposed of (D), and the price per share. - Shares owned following the transaction. The holding after the trade, and whether it is held directly (D) or indirectly (I), for example through a trust. Only P and S are purchases and sales. A grant, a tax withholding and a gift are all on the same form and are not trades in the market. ## Pass three: Table II, the derivatives Table II covers options, warrants, convertible securities and similar instruments. When an executive exercises options, the exercise is reported in Table II and the shares received appear in Table I. If you look only at Table I you can see shares arrive without a purchase code, which is why the code column matters. ## Pass four: the footnotes and the 10b5-1 box The footnotes carry what the table cannot. Three kinds come up constantly: a footnote saying a price is a weighted average of several fills within a stated range, a footnote saying who holds the shares when the ownership is indirect, and a footnote about a trading plan. Since the SEC's 2022 amendments to Rule 10b5-1, Form 4 also has a checkbox that a filer ticks if a transaction was made under a contract, instruction or written plan intended to satisfy the rule's affirmative defense. The SEC fact sheet on the amendments (https://www.sec.gov/files/33-11138-fact-sheet.pdf) describes the checkbox, and General Instruction 10 of the form asks filers to give the plan's adoption date in the explanation of responses. ## A real example On 23 January 2026 NVIDIA Corporation's Form 4 for an executive vice president, Ajay K. Puri, was filed. The filing is on EDGAR (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm). Reading it in four passes: 1. Who. Ajay K. Puri, an officer (EVP, Worldwide Field Ops) of NVIDIA, ticker NVDA. 2. Table I. One transaction row: common stock, code S, transaction date 21 January 2026, 200,000 shares disposed of at a price of 180.0358, with 3,618,547 shares owned afterwards, held indirectly. The same table lists 556,232 shares held directly and 46,360 shares held by a children's trust; those are holdings, not trades. 3. Table II. Empty. 4. Footnotes and box. The Rule 10b5-1 box is ticked. One footnote says the sale was made under a plan adopted on 19 September 2025. Another says the price is a weighted average and the shares sold at prices from $180.000 to $180.170. Another says the indirect shares are held by a revocable trust of which the filer is trustee. The sale was on a Wednesday and the form was filed on the Friday, which is the two-business-day deadline. The plan was adopted 124 days before the sale. ## What a Form 4 does not tell you It does not say why the insider traded. The SEC's own bulletin notes that insiders may sell company securities for any number of reasons, including liquidity and diversification. It does not show trades made by someone who is not an insider, and it is not a forecast of anything. It also arrives after the fact: the trade is at least a day old and up to two business days old when the form is filed. Treat the form as a record. Check the code, the date, the footnotes and the box, and keep what the form states apart from what you might infer. ## Where to find them Every Form 4 is public on SEC EDGAR (https://www.sec.gov/edgar/search/). OQRO reads them as they are filed and links each disclosure to its filing; the guide on what a Form 4 is (/learn/form-4) lists the rule and the fields, and the one on open-market purchases (/learn/open-market-purchase) explains the code that most readers care about. ## Sources - SEC Form 4 and General Instructions (https://www.sec.gov/files/form4.pdf), opened 2026-10-08 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-08 - Rule 16a-3, 17 CFR 240.16a-3 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.16a-3), opened 2026-10-08 - SEC fact sheet: Insider Trading Arrangements and Related Disclosure (Rule 10b5-1 amendments) (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-08 - NVIDIA Form 4, accession 0001347842-26-000004 (filing index) (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm), opened 2026-10-08 - SEC EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-08 --- # OQRO and other public-disclosure trackers: what each one covers URL: https://oqro.io/learn/blog/oqro-and-other-disclosure-trackers Question: How does OQRO compare with other disclosure trackers? Topic: About OQRO and other trackers. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: SEC EDGAR is the free primary source for every filing, and the other products listed here package parts of it. This page records what each says it offers and the price it lists, as read on 8 October 2026, and what OQRO does not do. It is not a ranking and it does not say any product is better. Short answer: Information as of 8 October 2026. If anything here is out of date, tell us at contact@oqro.io and we will correct it. ## How this was written Every statement about another product below comes from that product's own public pages, opened on 8 October 2026, and the page is linked. We state what each page says it offers and the price it lists. Where a thing is not on the page we read, we write "not listed on that page as of 8 October 2026". That records what the page showed us and is not a claim that the product lacks it. We did not test or subscribe to any product, and prices change, so check the linked page. ## The table Product | What its pages list | Price it lists | Pages read OQRO | Insider trades (SEC Forms 4 and 144), House and Senate periodic transaction reports, 13F filings of the investment managers it follows, 5% stakes (Schedules 13D and 13G), federal contract awards and lobbying reports, for US-listed companies. Each record links to the official filing. An MCP server and a REST API for subscribers. | $9.99 a month, or $79.99 a year billed once. No free plan and no trial. | OQRO home (/), methodology (/methodology) SEC EDGAR | The filings themselves. Full-text search of filings since 2001. JSON APIs at data.sec.gov that need no authentication or API key. Insider Transactions Data Sets, extracted from Forms 3, 4 and 5, for January 2006 to September 2026, updated quarterly. A maximum request rate of 10 requests per second, with a declared User-Agent. | Free. No price is listed. | Full-text search (https://www.sec.gov/edgar/search/), APIs (https://www.sec.gov/edgar/sec-api-documentation), Accessing EDGAR data (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), Insider data sets (https://www.sec.gov/data-research/sec-markets-data/insider-transactions-data-sets) Quiver Quantitative | Live data on Congress trading, insider trading, government contracts, corporate lobbying, institutional trading and other datasets. A separate API with a plan list that includes an MCP server. Its terms of service say the data may not be redistributed or resold without agreement. | A free "Visitor" tier. "Premium" at $25.00 a month. API plans: Hobbyist $30 a month ($25 a month billed annually) and Trader $75 a month ($62.50 a month billed annually), with higher plans listed. | Quiver home (https://www.quiverquant.com/), API pricing (https://api.quiverquant.com/pricing/), terms of service (https://www.quiverquant.com/termsofservice/) Unusual Whales | Options flow, dark pool data, politician trade information, institutional holders and insider trade data, among other tools. | A free plan at $0 with data delayed 2 trading days. Retail Basic $50 a month ($42 billed annually), Retail Pro $75 ($63), Retail Max $120 ($102). | Pricing (https://unusualwhales.com/pricing) OpenInsider | A screener of SEC Form 4 insider trades, with date filters from the latest day to the last 4 years and all dates. Its footer says the data is provided by sec.gov. | Not listed on its home page as of 8 October 2026. | OpenInsider (http://openinsider.com/) WhaleWisdom | 13F data. A free tier shows the past 2 years of 13F data. | Standard $90 per quarter, with 13F history back to 2001 and an API limited to 50 funds and 50 stocks every 90 days. Pro $150 per quarter. | Pricing (https://whalewisdom.com/pricing) USAspending.gov | The government's own record of federal awards, with an API whose endpoints do not currently require authorization. | Free. No price is listed. | API documentation (https://api.usaspending.gov/docs/endpoints) Capitol Trades | Not read. Its site returned an automated-access refusal (HTTP 429) on 8 October 2026, so nothing here is taken from its pages. | Not read. | capitoltrades.com (https://www.capitoltrades.com/) ## What to take from the table The free primary source exists. EDGAR carries every Form 4, Form 144, 13F and Schedule 13D or 13G, and the data sets and APIs are free. What the other products add is packaging: screens, history already joined across forms, alerts, and in some cases other kinds of data. Those are real conveniences, and each product lists its own. Coverage differs by kind of data. On their own pages, Unusual Whales lists options flow and dark pool data, which OQRO does not carry. WhaleWisdom lists 13F history back to 2001 on its paid plans. OpenInsider lists a Form 4 screener with a four-year filter. Quiver lists a wider set of datasets than the filings OQRO covers. OQRO's own list is the one in the first row. ## What OQRO does not do - It is a younger product. The earliest disclosure in OQRO's database is dated January 2025, so the history is under two years, against filter ranges of 4 years and tables back to 2001 listed by others above. - Its 13F coverage is selective. OQRO follows a selected set of investment managers (hand-picked funds and the largest by size; the live count is on the coverage page (/coverage)), not every filer, and its 13F history starts in 2024. - Only US-listed companies. More than 4,000 of them, not the whole market and not non-US securities. - No options flow, dark pool or price targets. It does not publish them. - No brokerage. It does not trade, route orders or hold money, and it gives no investment advice and no predictions. - No scanned paper filings from Congress. Reports filed on paper and scanned are not machine-readable and are not included. - No free plan. It is a paid product. The free parts of the site are the guides (/learn), the blog (/learn/blog), and a page for each disclosure at the address /e/ followed by its identifier. - It is not the source. The official filing is the authority, and every OQRO page links to it. ## How we think about claims like these Comparative statements about other businesses should be true, checkable and fair, so this page uses only facts the other products publish and does not use superlatives. If you are a product listed here and see something wrong or out of date, write to contact@oqro.io. If you are a reader choosing a tool, the useful questions are which datasets you need, how far back, whether each row links to the filing, whether it has an API, and what it costs, and the table points to where each product answers them. For how OQRO reads the forms, see the guides to Form 4 (/learn/form-4), Form 13F (/learn/form-13f) and the STOCK Act (/learn/stock-act), and the methodology (/methodology). ## Sources - SEC EDGAR full-text search (https://www.sec.gov/edgar/search/), opened 2026-10-08 - SEC: EDGAR application programming interfaces (data.sec.gov) (https://www.sec.gov/edgar/sec-api-documentation), opened 2026-10-08 - SEC: Accessing EDGAR data (fair access) (https://www.sec.gov/search-filings/edgar-search-assistance/accessing-edgar-data), opened 2026-10-08 - SEC: Insider Transactions Data Sets (https://www.sec.gov/data-research/sec-markets-data/insider-transactions-data-sets), opened 2026-10-08 - Quiver Quantitative home page (https://www.quiverquant.com/), opened 2026-10-08 - Quiver Quantitative API pricing (https://api.quiverquant.com/pricing/), opened 2026-10-08 - Quiver Quantitative terms of service (https://www.quiverquant.com/termsofservice/), opened 2026-10-08 - Unusual Whales pricing (https://unusualwhales.com/pricing), opened 2026-10-08 - OpenInsider home page (http://openinsider.com/), opened 2026-10-08 - WhaleWisdom pricing (https://whalewisdom.com/pricing), opened 2026-10-08 - USAspending API documentation (https://api.usaspending.gov/docs/endpoints), opened 2026-10-08 - Capitol Trades home page (could not be read: automated access refused) (https://www.capitoltrades.com/), opened 2026-10-08 --- # Rule 10b5-1 plans: what they are and what an insider sale does and does not tell you URL: https://oqro.io/learn/blog/rule-10b5-1-plans-insider-sales Question: What is a Rule 10b5-1 plan? Topic: Insider trading. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: A Rule 10b5-1 plan is a written plan an insider adopts in advance that fixes how and when shares will be traded. Many sales are made under one, and a Form 4 box and footnote show it. The research does not support saying that most insider sales mean nothing: it supports saying that purchases and sales differ, and that planned sales differ from each other. ## What the rule does Insiders are barred from trading while aware of material nonpublic information. Rule 10b5-1 gives them a way to trade on a schedule anyway. Under paragraph (c) of the rule (https://www.law.cornell.edu/cfr/text/17/240.10b5-1), a person who adopts a contract, instruction or written plan for trading before becoming aware of such information has an affirmative defense to a charge of trading on it, if the plan meets the rule's conditions. The point of the plan is that the decision on how much to sell, at what price or on what dates was fixed in advance, and the later trade follows the plan. ## What the SEC changed in 2022 and 2023 The SEC adopted amendments in December 2022, effective on 27 February 2023 (Release 33-11138 (https://www.sec.gov/files/rules/final/2022/33-11138.pdf)). The SEC's fact sheet (https://www.sec.gov/files/33-11138-fact-sheet.pdf) lists the main changes: - A cooling-off period. For directors and officers, trading under a new plan cannot begin until the later of 90 days after adoption or two business days after the company discloses its results for the quarter in which the plan was adopted, up to a maximum of 120 days. For people who are not the company, directors or officers, the period is 30 days. The rule text in 17 CFR 240.10b5-1 (https://www.law.cornell.edu/cfr/text/17/240.10b5-1) sets out both. - Certification and good faith. Directors and officers must certify at adoption that they are not aware of material nonpublic information and are adopting the plan in good faith, and everyone must act in good faith with respect to the plan. - Limits on overlapping and single-trade plans. Anyone other than the issuer is limited in using multiple overlapping plans, and may rely on the defense for only one single-trade plan in any consecutive 12-month period. - Disclosure by companies. Companies must disclose each quarter whether directors and officers adopted or terminated such arrangements, under Item 408 of Regulation S-K (https://www.law.cornell.edu/cfr/text/17/229.408). - A box on Form 4. Form 4 and Form 5 filers indicate by checkbox that a transaction was intended to satisfy the rule's affirmative defense. ## How to see a plan in the filings Three places show it. First, the Form 4: the box at the top, and footnotes, since the form's instructions ask for the plan adoption date to be given in the explanation of responses. Second, the company's quarterly report, which lists plan adoptions by directors and officers. Third, a Form 144, which has a field for the plan adoption date when the seller relies on the rule. A real example links the first two. A Form 4 filed by NVIDIA executive Ajay K. Puri on 23 January 2026 (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm) reports a sale of 200,000 shares on 21 January 2026 with the box ticked and a footnote saying the sale was made under a plan adopted on 19 September 2025. NVIDIA's quarterly report for the quarter ended 26 October 2025 (https://www.sec.gov/Archives/edgar/data/1045810/000104581025000230/nvda-20251026.htm), under Item 5, lists the adoption of a plan by Ajay Puri, Executive Vice President, Worldwide Field Operations, on 9/19/2025, covering 1,000,000 shares to be sold, expiring 6/24/2026. The two filings can be checked against each other, and the sale in January was 124 days after adoption. ## What the research says Studies of insider trades do not support a one-line conclusion either way, so it helps to say what each found. - The SEC's own investor bulletin (https://www.sec.gov/files/forms-3-4-5.pdf) says insiders may sell company securities for any number of reasons, including liquidity and diversification. - A 2012 study in the Journal of Finance by Cohen, Malloy and Pomorski, Decoding Inside Information (https://dash.harvard.edu/server/api/core/bitstreams/7312037e-2b77-6bd4-e053-0100007fdf3b/content), sorted insider trades into routine ones, which follow a regular pattern, and opportunistic ones. It found routine trades carry essentially zero abnormal returns, while a strategy focused on the opportunistic trades earned 82 basis points a month in its sample. - A 2001 study, Are Insider Trades Informative? (https://ideas.repec.org/a/oup/rfinst/v14y2001i1p79-111.html), by Lakonishok and Lee found that the informativeness of insiders' activity came from purchases, while selling appeared to have no predictive ability. Its sample runs from 1975 to 1995, before Rule 10b5-1 existed. - A 2009 study, SEC Rule 10b5-1 and Insiders' Strategic Trade (https://ideas.repec.org/a/inm/ormnsc/v55y2009i2p224-239.html), by Jagolinzer concluded that on average trading within the rule does not solely reflect uninformed diversification. - A 2021 Stanford paper, Gaming the System (https://www.skadden.com/-/media/files/publications/2021/06/sec-chair-gensler-previews-potential-changes/gaming-the-system.pdf), by Larcker and co-authors looked at plans with three features: a short cooling-off period, a single trade, and trading that starts before the next earnings announcement. It reported that planned trades with those features avoided losses and preceded declines, while planned trades without them did not appear to do so. None of these studies covers trades after the 2023 changes, and each describes averages in a sample, not any one sale. ## What this means for reading a sale The evidence supports a narrower statement than "most sales mean little". It supports these: 1. A sale is not a statement about the company. Insiders sell for liquidity and diversification, and many sales are planned months ahead. 2. Purchases and sales are not equivalent. In the older research, the information was in purchases. 3. A planned sale is different from an unplanned one, and the checkbox, the footnote and the adoption date let you tell which one you are reading. 4. Planned sales differ among themselves: how long ago the plan was adopted, how many trades it covers, and when trading began are all in the filings. None of this is a forecast. OQRO labels sales made under a plan when the filing says so, and never infers a plan that the filing does not state. ## Sources - 17 CFR 240.10b5-1 (Cornell Legal Information Institute copy) (https://www.law.cornell.edu/cfr/text/17/240.10b5-1), opened 2026-10-08 - SEC Release 33-11138: Insider Trading Arrangements and Related Disclosures (PDF) (https://www.sec.gov/files/rules/final/2022/33-11138.pdf), opened 2026-10-08 - SEC fact sheet: Insider Trading Arrangements and Related Disclosure (https://www.sec.gov/files/33-11138-fact-sheet.pdf), opened 2026-10-08 - 17 CFR 229.408, Regulation S-K Item 408 (Cornell copy) (https://www.law.cornell.edu/cfr/text/17/229.408), opened 2026-10-08 - NVIDIA Form 4, accession 0001347842-26-000004 (filing index) (https://www.sec.gov/Archives/edgar/data/1045810/000134784226000004/0001347842-26-000004-index.htm), opened 2026-10-08 - NVIDIA Form 10-Q for the quarter ended 26 October 2025 (https://www.sec.gov/Archives/edgar/data/1045810/000104581025000230/nvda-20251026.htm), opened 2026-10-08 - SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 (https://www.sec.gov/files/forms-3-4-5.pdf), opened 2026-10-08 - Cohen, Malloy and Pomorski, Decoding Inside Information (Journal of Finance, 2012; author copy) (https://dash.harvard.edu/server/api/core/bitstreams/7312037e-2b77-6bd4-e053-0100007fdf3b/content), opened 2026-10-08 - Lakonishok and Lee, Are Insider Trades Informative? (Review of Financial Studies, 2001; abstract) (https://ideas.repec.org/a/oup/rfinst/v14y2001i1p79-111.html), opened 2026-10-08 - Jagolinzer, SEC Rule 10b5-1 and Insiders' Strategic Trade (Management Science, 2009; abstract) (https://ideas.repec.org/a/inm/ormnsc/v55y2009i2p224-239.html), opened 2026-10-08 - Larcker, Lynch, Quinn, Tayan and Taylor, Gaming the System: Three Red Flags of Potential 10b5-1 Abuse (Stanford, 2021; copy hosted by Skadden) (https://www.skadden.com/-/media/files/publications/2021/06/sec-chair-gensler-previews-potential-changes/gaming-the-system.pdf), opened 2026-10-08 --- # What a Form 13F does and does not tell you URL: https://oqro.io/learn/blog/what-a-13f-shows Question: What does a Form 13F show? Topic: Funds and 13F. Author: OQRO. Published: 2026-10-08. Last reviewed: 2026-10-08. Short answer: A Form 13F is a quarter-end snapshot of the long positions in SEC-listed securities held by an institutional investment manager with at least $100 million of them, filed within 45 days after the quarter. It has no trade dates, no short positions and no foreign-listed shares. ## Who files one, and when Rule 13f-1 requires an institutional investment manager that has discretion over accounts holding Section 13(f) securities worth at least $100,000,000 on the last trading day of any month of a calendar year to file a report on Form 13F. The form's instructions (https://www.sec.gov/files/form13f.pdf) set the timing: within 45 days after the end of the calendar year and within 45 days after the end of each of the first three quarters. A manager reporting on 30 June has until mid-August. Which securities count is set by the SEC's official list of Section 13(f) securities (https://www.sec.gov/divisions/investment/13flists.htm), published quarterly. The SEC's Form 13F frequently asked questions (https://www.sec.gov/rules-regulations/staff-guidance/frequently-asked-questions-about-form-13f) say the list mainly includes US exchange-traded stocks, shares of closed-end investment companies and ETFs, plus certain convertible debt, equity options and warrants. Mutual fund shares are not on it. ## What a 13F contains The filing has a cover page and an information table. The table has one row per position, and each row gives the issuer, the class of security, a CUSIP identifier, the value, the number of shares, whether the manager has investment discretion, any other managers it reports with, and the voting authority. Since compliance began in January 2023, values are reported to the nearest dollar, where before they were in thousands, under the SEC's 2022 amendments (https://www.sec.gov/files/rules/final/2022/34-95148.pdf). ## What it leaves out - Trade dates and prices. A 13F reports what was held on one day. It does not say when a position was bought, at what price, or in what order. Comparing two quarters shows a change between them, and nothing about how it came about. - Short positions. The SEC's FAQ says short positions are not reported and must not be subtracted from long positions in the same security. Short positions go on a different form, Form SHO, under a rule effective in January 2024 (Release 34-98738 (https://www.sec.gov/files/rules/final/2023/34-98738.pdf)), and that is a separate filing. - Foreign-listed shares. Securities that trade only on non-US exchanges are not reported, according to the same FAQ. - Small positions. A manager may leave out a position if it holds fewer than 10,000 shares of an issuer and those shares are worth less than $200,000 in total. Both conditions must be met, and the manager may include such positions if it prefers. - Anything held by managers below the threshold. The duty starts at $100 million of reportable securities. - Timeliness. Up to 45 days pass between the quarter's end and the deadline, so the snapshot can be a month and a half old on the day it is filed. ## A real filing, read row by row Berkshire Hathaway's Form 13F-HR for the quarter ended 30 June 2026 (https://www.sec.gov/Archives/edgar/data/1067983/000119312526352200/0001193125-26-352200-index.htm) was filed on 14 August 2026, 45 days after quarter end. Its cover page gives: - 89 table entries, with a total value of 299,253,556,246 dollars; - 14 other included managers; - no confidential-treatment omissions. The information table has 89 rows, and the values add up to the figure on the cover. Reading it: - The largest single row is American Express common stock: 149,061,045 shares valued at 50,419,898,471 dollars, reported with other managers 4 and 11. - Apple appears on 12 separate rows. Added together, they come to 65,950,296,923 dollars. The table has an "other manager" column, and one issuer's shares are split across rows by the manager they are attributed to. - So the largest row (American Express) and the largest holding by issuer (Apple) are not the same, and a reader who sorts the table by value without adding up rows by issuer sees the wrong picture. Nothing in the filing says when any of these shares were bought. It says what was held on 30 June. ## Three habits that avoid most mistakes 1. Add up the rows of one issuer before ranking holdings. 2. Compare filings from the same manager with a note of the period each covers, and talk about changes between quarter ends, not about trades. 3. Check for amendments. A manager can amend a filing, so the original is not always the final word. ## How a 13F differs from a Schedule 13D or 13G A 13F is periodic and covers a whole portfolio. Schedules 13D and 13G are event-driven and cover one issuer: they are filed when a holder passes 5% of a class. The guide to 13D and 13G (/learn/schedule-13d-13g) explains the deadlines, and the guide to the 13F (/learn/form-13f) lists the fields. OQRO tracks a set of 16 funds, which is a small part of all filers, and says so on the pages where the data is shown. ## Sources - SEC Form 13F and instructions (PDF) (https://www.sec.gov/files/form13f.pdf), opened 2026-10-08 - SEC official list of Section 13(f) securities (https://www.sec.gov/divisions/investment/13flists.htm), opened 2026-10-08 - SEC: Frequently asked questions about Form 13F (https://www.sec.gov/rules-regulations/staff-guidance/frequently-asked-questions-about-form-13f), opened 2026-10-08 - SEC Release 34-95148: amendments to Form 13F, 2022 (PDF) (https://www.sec.gov/files/rules/final/2022/34-95148.pdf), opened 2026-10-08 - SEC Release 34-98738: Rule 13f-2 and Form SHO, 2023 (PDF) (https://www.sec.gov/files/rules/final/2023/34-98738.pdf), opened 2026-10-08 - Berkshire Hathaway Form 13F-HR, accession 0001193125-26-352200 (filing index) (https://www.sec.gov/Archives/edgar/data/1067983/000119312526352200/0001193125-26-352200-index.htm), opened 2026-10-08