Top Tier Newswire

Insider Trading

"Insider trading" covers two very different concepts: a legal disclosure regime and a federal crime. Understanding the distinction matters when reading insider-trade data on Top Tier Newswire.

Legal insider trading (what we publish)

US Securities and Exchange Commission rules require corporate insiders — officers, directors, and 10%+ beneficial owners — to disclose every personal transaction in their company's securities via a Form 4 filing within two business days. The filings are public on SEC EDGAR. Reading them, aggregating them, and trading off them is entirely legal — the disclosure regime explicitly exists so investors CAN see what insiders are doing.

This is what we mean when our pages say "insider buying" or "insider selling." We're publishing the legal Form 4 disclosure stream.

Illegal insider trading (what we don't)

"Insider trading" in the criminal sense means trading on material non-public information (MNPI) — information about the company that hasn't been disclosed publicly and that would meaningfully affect the stock price. The classic example: a CEO knows an unannounced acquisition is coming and buys shares before the press release. Or a lawyer working on a deal tells a friend who trades on it.

Illegal insider trading is prosecuted under Sections 10(b) and 14(e) of the Securities Exchange Act and Rule 10b-5. Penalties include criminal prosecution, civil fines, and disgorgement of profits.

Why legal insider data is interesting

When a CEO buys their own company's stock with personal money, that's typically a bullish signal — they have asymmetric information about the company's prospects and they're choosing to put cash at risk. Cluster buys (multiple insiders on the same day) carry more weight than a single director adding shares.

Insider selling is more ambiguous because there are many legitimate reasons to sell: portfolio diversification, tax planning, scheduled 10b5-1 plans, paying down personal debt. Cluster sells by multiple unrelated insiders right before earnings or major announcements are the more interesting signal.

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