# Quantisnow - full documentation, guides and glossary > Generated from https://www.quantisnow.com. Each section below is one page; its canonical URL is on the Source line. --- # What is Quantisnow? A real-time market news wire for retail investors > Quantisnow is a market news wire that streams press releases, SEC filings, analyst ratings, insider trades and FDA news, with ticker follows, alerts and RSS feeds. Source: https://www.quantisnow.com/docs/what-is-quantisnow Section: Docs / Getting started Last updated: 2026-10-27 ## Key takeaways - Quantisnow is a market news wire that collects press releases, SEC filings, analyst ratings, insider trades and FDA news into one live feed for retail investors. - Free accounts and signed-out visitors see the feed on a 3-minute delay; Plus at $59.99 per month is real time. - Anyone can follow unlimited tickers for free, but alert delivery by email or push requires Plus, and webhooks require Premium. - Every feed is also available as an RSS 2.0 feed at /rss/ on the same 3-minute delay. - Quantisnow is an information service, not investment advice. Quantisnow is a real-time market news wire for retail investors. It pulls press releases, SEC filings, analyst ratings, insider transactions and FDA announcements into one feed, tags each item with the companies it mentions, and lets you follow tickers, filter the stream and get alerts when something moves. ## Who it is for Quantisnow is built for individual investors and active traders who want the primary source fast, without paying for a professional terminal. Typical uses: - Watching a list of tickers for new filings, press releases and rating changes. - Scanning the whole wire for catalysts such as offerings, mergers, earnings and FDA decisions. See [trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts). - Tracking insider buying as Form 4 filings land. See [how to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying). - Piping matching news into your own tools with webhooks or RSS. ## What sources it covers | Source type | Examples | Where to see it | | --- | --- | --- | | Press releases | Accesswire, BusinessWire, GlobeNewswire, PRNewswire, Cision, Newsfile | [/news](https://www.quantisnow.com/news) | | SEC filings | 8-K, 10-K, 10-Q, S-1, 13D, 13G, DEF 14A and more | [/news/sec](https://www.quantisnow.com/news/sec) | | Insider trading | Forms 3, 4 and 5, plus insider purchases | [/news/insider-trading](https://www.quantisnow.com/news/insider-trading) | | Analyst ratings | Upgrades, downgrades, initiations, price targets | [/news/analyst-ratings](https://www.quantisnow.com/news/analyst-ratings) | | FDA | FDA newsroom and approvals | [/news/fda](https://www.quantisnow.com/news/fda) | Every item links back to its original source, so you can always read the filing or release itself. For the full list of feeds see [Live news feed](https://www.quantisnow.com/docs/live-news-feed), and for the category labels see [Event categories](https://www.quantisnow.com/docs/event-categories). ## What you can do with it - **Read the live feed.** Pick a feed, combine several, and filter by company, sector, industry or category. See [Feed filters](https://www.quantisnow.com/docs/feed-filters). - **Search the archive.** [Insights search](https://www.quantisnow.com/docs/insights-search) at [/insights](https://www.quantisnow.com/insights) lets you search titles and summaries with date ranges and filters. - **Follow tickers.** Build a watchlist at [/follows](https://www.quantisnow.com/follows). See [Following tickers](https://www.quantisnow.com/docs/following-tickers). - **Get alerts.** Route news for each followed ticker to email, push or a webhook. See [Alerts](https://www.quantisnow.com/docs/alerts). - **Listen.** Turn on a beep for new items, or have Squawk read headlines aloud. See [Sound and Squawk](https://www.quantisnow.com/docs/sound-and-squawk). - **Subscribe by RSS.** Every feed has an RSS URL. See [RSS feeds](https://www.quantisnow.com/docs/rss-feeds). - **Browse market data pages.** Company pages, calendars, top lists and screeners. Start with [Company pages](https://www.quantisnow.com/docs/company-pages). ## Free vs Plus at a glance | | Free (or signed out) | Plus | | --- | --- | --- | | Price | $0 | $59.99 per month | | Feed timing | 3-minute delay, refreshes about every 30 seconds | Real time, refreshes about every 3 seconds | | Follow tickers | Unlimited | Unlimited | | Alert delivery (email, push) | Not included | Included | | Webhooks | Not included | Premium only | | Feed density | Comfortable | Comfortable, Compact, Dense | | Squawk (text to speech) | Preview only | Included | You need a free account (email sign up) to follow tickers and to read unlimited insight articles. Signed-out visitors can read 2 full insight articles per 7 days. The detailed comparison is in [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus), and pricing is on [/pricing](https://www.quantisnow.com/pricing). ## Not investment advice Quantisnow publishes and organizes news and public filings. It does not recommend buying or selling any security, and nothing on the site is personalized financial advice. Always read the original source and do your own research before you trade. ## Where to go next 1. Follow the [Quickstart](https://www.quantisnow.com/docs/quickstart) to set up an account in about 5 minutes. 2. Learn the [keyboard shortcuts and search](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts). 3. If you are new to filings, read [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings). ## FAQ ### Is Quantisnow free? Yes, there is a free account. Free accounts see the feed on a 3-minute delay and can follow unlimited tickers. Real-time news and alert delivery require Plus at $59.99 per month. ### Where does Quantisnow get its news? It collects press releases from the major newswires, filings from the SEC, analyst rating changes, insider transaction filings and FDA announcements. Each item links to the original source. ### Is Quantisnow investment advice? No. Quantisnow is an information service that publishes news and public filings. It does not tell you what to buy or sell. ### Does Quantisnow have an API? There are no API keys. AI assistants can connect through the [MCP server](https://www.quantisnow.com/docs/mcp-server), and you can get data out with RSS feeds and Premium webhooks, and programmatic access is available by agreement through contact@quantisnow.com. See [Integrations and data access](https://www.quantisnow.com/docs/integrations-and-data-access). --- # Quickstart: set up Quantisnow in 5 minutes > Create a free Quantisnow account, open the live feed, follow your tickers, set alert rules, and turn on email or push delivery with Plus, step by step. Source: https://www.quantisnow.com/docs/quickstart Section: Docs / Getting started Last updated: 2026-10-27 ## Key takeaways - Sign up with your email and a password of at least 8 characters, then enter the 6-digit code Quantisnow emails you. - Follow tickers at /follows or with the Follow button on any company page; following is free and unlimited. - Each followed ticker has alert rules for categories such as Press releases, SEC filings and Analyst ratings. - Delivering alerts by email or push requires Plus at $59.99 per month. Webhooks require Premium. - Install the Quantisnow mobile app and sign in to register your phone for push notifications. You can go from no account to working alerts in about 5 minutes. Create a free account, open the live feed, follow the tickers you care about, choose which kinds of news should alert you, and then turn on delivery channels with Plus. ## Step 1: Create a free account 1. Go to [/signup](https://www.quantisnow.com/signup). 2. Enter your email and a password of at least 8 characters. 3. Check your inbox for a 6-digit code and enter it in the **Verification code** field. 4. You are signed in. Sessions stay signed in for up to 30 days. If the code does not arrive, check your spam folder. More on accounts in [Account and security](https://www.quantisnow.com/docs/account-and-security). ## Step 2: Open the live feed 1. Go to [/news](https://www.quantisnow.com/news). It opens on the Press Releases feed. 2. Use the chips along the top (**Press**, **Analyst**, **Insider**, **Buys**, **SEC**, **FDA**, **Financials**) to switch feeds. Select more than one chip to combine them. 3. Click any item to open it, then **Read full story** for the full page or **Original source** for the filing or release itself. On a free account the feed runs on a 3-minute delay. See [Live news feed](https://www.quantisnow.com/docs/live-news-feed) for every feed and option. ## Step 3: Follow your tickers 1. Go to [/follows](https://www.quantisnow.com/follows). 2. Type in the **Search ticker or name…** box and pick a result marked **+ Follow**. 3. Repeat for every company on your watchlist. There is no limit. You can also press the Follow button on any company page, for example /company/AAPL. See [Following tickers](https://www.quantisnow.com/docs/following-tickers). ## Step 4: Set alert rules for each ticker 1. On [/follows](https://www.quantisnow.com/follows), click **Alerts off** (or **Alerts on**) next to a ticker. 2. Under **Categories**, switch on the kinds of news you want: **Press releases**, **Insider trading**, **SEC filings**, **FDA**, **Analyst ratings**, **Market insights**. 3. Optionally switch on **Important only** to skip items that are not flagged as important. Categories can be set on any account. Details in [Alerts](https://www.quantisnow.com/docs/alerts). ## Step 5: Upgrade to Plus for delivery Email and push delivery are Plus features; webhooks are Premium. Plus is $59.99 per month, billed monthly, with no free trial, and it also makes the feed real time. 1. Go to [/pricing](https://www.quantisnow.com/pricing) and subscribe. Promo codes are accepted at checkout. 2. Back on [/follows](https://www.quantisnow.com/follows), open a ticker's alert menu and switch on **Email** and/or **Push** under **Channels** (**Webhook** needs Premium). 3. Go to [/alerters](https://www.quantisnow.com/alerters) and click **Send test email** to confirm email delivery. Compare plans in [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). ## Step 6: Install the mobile app for push 1. Install the Quantisnow mobile app on your phone. 2. Sign in with the same account. Your device registers for push automatically and appears under **Push** on [/alerters](https://www.quantisnow.com/alerters). 3. Click **Send test push** next to the device. 4. Set notification hours and urgency inside the app. See [Push notifications](https://www.quantisnow.com/docs/push-notifications). ## Step 7 (optional): Add a webhook Webhooks need Premium ($340 per month). Plus subscribers can upgrade in place from [/pricing](https://www.quantisnow.com/pricing) or [/alerters](https://www.quantisnow.com/alerters). 1. On [/alerters](https://www.quantisnow.com/alerters), click **+ Add webhook**. 2. Paste an HTTPS URL that accepts JSON POST requests and click **Create**. 3. Click **Send test** to deliver a sample payload. The full payload format is in [Webhooks](https://www.quantisnow.com/docs/webhooks). ## Next steps - Learn the [search and keyboard shortcuts](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts). - Narrow the feed with [Feed filters](https://www.quantisnow.com/docs/feed-filters). - Choose your emails under [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests). - New to building a watchlist? Read [building a news watchlist](https://www.quantisnow.com/guides/building-a-news-watchlist). ## FAQ ### Do I need Plus to follow tickers? No. Any free account can follow unlimited tickers and set alert categories. Plus is needed only to deliver alerts by email or push; webhooks need Premium. ### What are the password requirements? Your password must be at least 8 characters. After you sign up, Quantisnow emails a 6-digit code to confirm your address. ### Is there a free trial of Plus? No. Plus is $59.99 per month with no free trial, and you can cancel any time in Settings under Billing. ### How do I get alerts on my phone? Subscribe to Plus, install the Quantisnow mobile app and sign in, then switch on the Push channel for the tickers you follow. --- # Free vs Plus: what each Quantisnow plan includes > Compare the free Quantisnow account with Plus at $59.99 per month: feed delay, refresh speed, alert delivery, feed density, Squawk, insight articles and billing terms. Source: https://www.quantisnow.com/docs/free-vs-plus Section: Docs / Getting started Last updated: 2026-10-27 ## Key takeaways - The free account shows every feed on a 3-minute delay with a refresh about every 30 seconds; Plus is real time with a refresh about every 3 seconds. - Both plans can follow unlimited tickers and set alert rule categories, but only Plus delivers alerts by email or push. Webhooks are on Premium. - Plus also unlocks the Compact and Dense feed layouts and Squawk text to speech; the Beep sound is free. - Plus costs $59.99 per month, billed monthly only, with no free trial and no refunds or partial-month refunds. - Signed-out visitors can read 2 full insight articles per 7 days, while any signed-in account reads unlimited articles. Quantisnow has two plans: a free account and Plus. Both cover the same feeds and sources. The difference is speed and delivery: free accounts see the wire on a 3-minute delay and cannot receive alerts, while Plus is real time and delivers alerts by email and push for $59.99 per month. Webhooks are on Premium ($340 per month), which includes everything in Plus. ## Plan comparison | Feature | Signed out | Free account | Plus | | --- | --- | --- | --- | | Price | $0 | $0 | $59.99 per month | | All feeds and sources | Yes | Yes | Yes | | Feed timing | 3-minute delay | 3-minute delay | Real time | | Live feed refresh | About every 30 seconds | About every 30 seconds | About every 3 seconds | | Feed filters | Yes | Yes | Yes | | Insights search at /insights | Yes, delayed | Yes, delayed | Yes, real time | | Full insight articles | 2 per 7 days | Unlimited | Unlimited | | Follow tickers | No | Unlimited | Unlimited | | Alert rule categories | No | Yes | Yes | | Email and push delivery | No | No | Yes | | Webhooks | No | No | No (Premium) | | Alerters page at /alerters | No | No | Yes | | Feed density | Comfortable | Comfortable | Comfortable, Compact, Dense | | Beep on new items | Yes | Yes | Yes | | Squawk (text to speech) | Preview | Preview | Yes | | RSS feeds | 3-minute delay | 3-minute delay | 3-minute delay | | Email digests (Settings) | No | Yes | Yes | RSS feeds are public and use the 3-minute delay for everyone. For real-time delivery outside the site, use [Webhooks](https://www.quantisnow.com/docs/webhooks) on Premium. ## What the delay means The 3-minute delay applies to the live feed, feed pages and Insights search on free accounts and for signed-out visitors. An item that hits the wire at 9:30:00 appears for free users at about 9:33:00. On Plus the same item appears within seconds of reaching Quantisnow. On a free account the live stream may also pause after a few new items arrive and show an upgrade prompt; reload the page to catch up. For many news-driven moves the first minutes matter most. Read [trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) for context on why timing matters. ## What stays free - Every feed, category page and company page. - Unlimited followed tickers and per-ticker alert rule categories, so your setup is ready the moment you upgrade. - Feed filters, the command palette and keyboard shortcuts. - The Beep sound for new items. - RSS feeds for every feed. - Market data pages such as calendars, top lists and screeners. See [Company pages](https://www.quantisnow.com/docs/company-pages). ## How to upgrade to Plus 1. Sign in, or create a free account at [/signup](https://www.quantisnow.com/signup). 2. Go to [/pricing](https://www.quantisnow.com/pricing) and choose Plus. 3. Enter your card at checkout. Promo codes are accepted there. 4. Once payment completes, the feed switches to real time and the **Channels** toggles in each ticker's alert menu on [/follows](https://www.quantisnow.com/follows) become available. ## Billing terms - **Price:** $59.99 per month. Monthly billing only. - **Trial:** there is no free trial. The free account is the way to try Quantisnow. - **Cancel:** any time in Settings, under Billing, with **Manage billing**. You keep Plus until the end of the cycle you paid for. - **Refunds:** no refunds or partial-month refunds. - **Referrals:** every trader you refer who subscribes earns you a free month of Plus as account credit. See [Referral program](https://www.quantisnow.com/docs/referral-program). - **Teams and high volume:** team plans and programmatic access are available by agreement. Email contact@quantisnow.com. More detail in [Plans and billing](https://www.quantisnow.com/docs/plans-and-billing). ## FAQ ### Is there a limit on how many tickers I can follow for free? No. Free and Plus accounts can both follow unlimited tickers. Free accounts can also set alert categories, but delivery by email or push requires Plus, and webhooks require Premium. ### How much faster is Plus than the free account? Free accounts see news on a 3-minute delay with the feed refreshing about every 30 seconds. Plus is real time and refreshes about every 3 seconds. ### Is there a free trial of Plus? No. Plus is $59.99 per month with no trial. You can use the free account for as long as you like to evaluate the service. ### Can I get a refund if I cancel mid-month? No. Plus has no refunds or partial-month refunds. When you cancel, you keep Plus access until the end of the paid cycle. ### Do I need an account to read articles? Signed-out visitors can read 2 full insight articles per 7 days. Any signed-in account, free or Plus, can read unlimited articles. --- # Search and keyboard shortcuts > Use Cmd+K or Ctrl+K to search tickers, recent headlines and pages on Quantisnow, the header ticker search, and j, k and arrow keys to move between news items. Source: https://www.quantisnow.com/docs/search-and-keyboard-shortcuts Section: Docs / Getting started Last updated: 2026-10-25 ## Key takeaways - Press Cmd+K on Mac or Ctrl+K on Windows and Linux anywhere on Quantisnow to open the command palette. - The palette searches tickers, headlines from the last 7 days once you type 3 or more characters, and pages such as News, Settings, Pricing and Billing. - The Search ticker box in the header jumps straight to a company page. - Inside an open news item, j or the down arrow goes to the next item and k or the up arrow goes to the previous one. - Esc closes the command palette and the news item window. Quantisnow has two ways to search: the command palette, opened with Cmd+K or Ctrl+K, and the ticker search box in the header. The palette finds tickers, recent headlines and pages in one place. Once you open a news item, the keyboard moves you through the feed without touching the mouse. ## How to use the command palette 1. Press **Cmd+K** (Mac) or **Ctrl+K** (Windows and Linux) on any page. Press it again to close. 2. Type in the **Search tickers, news, pages…** box. 3. Results appear in three groups: - **Tickers**: companies matching the symbol or name. - **News · last 7d**: headlines from the last 7 days. These appear once you type 3 or more characters. - **Pages**: quick links to **News**, **Settings**, **Pricing** and **Billing**. 4. Use the up and down arrow keys to highlight a result and press **Enter** to open it. 5. Press **Esc** to close the palette. Choosing a ticker opens its company page. Choosing a headline opens that news item. The page shortcuts go to [/news](https://www.quantisnow.com/news), [/settings](https://www.quantisnow.com/settings), [/pricing](https://www.quantisnow.com/pricing) and the Billing section of Settings. ## How to use the header ticker search The **Search ticker…** box in the site header is the fastest way to reach a company page. 1. Click the box and type a symbol or company name. 2. Pick a result to go to `/company/`, for example /company/TSLA. On wide screens the box shows a ⌘K hint as a reminder that the full palette is one shortcut away. See [Company pages](https://www.quantisnow.com/docs/company-pages) for what each company page contains. ## Keyboard shortcuts reference | Where | Key | Action | | --- | --- | --- | | Anywhere | Cmd+K or Ctrl+K | Open or close the command palette | | Command palette | Up and down arrows | Move between results | | Command palette | Enter | Open the highlighted result | | Command palette | Esc | Close the palette | | News item window | j or down arrow | Next item in the feed | | News item window | k or up arrow | Previous item in the feed | | News item window | Esc | Close the window | | Alert menu on /follows | Esc | Close the menu | ## How to move through the feed with the keyboard 1. Open [/news](https://www.quantisnow.com/news) or any feed and click an item. It opens in a window over the feed. 2. Press **j** or the down arrow to step to the next item, and **k** or the up arrow to go back. 3. Use **Read full story** to open the full insight page, **Original source** to open the filing or release, or **Copy link** to copy the item's URL. 4. Press **Esc** to return to the feed where you left off. This is the quickest way to scan a busy morning. See [Live news feed](https://www.quantisnow.com/docs/live-news-feed) for feeds and layouts. ## When to use Insights search instead The palette only searches headlines from the last 7 days and returns a short list. To search older news, or to filter by date range, company, sector, industry, source or category, use [Insights search](https://www.quantisnow.com/docs/insights-search) at [/insights](https://www.quantisnow.com/insights). ## FAQ ### What is the shortcut to search on Quantisnow? Press Cmd+K on a Mac or Ctrl+K on Windows and Linux. The command palette opens on any page and searches tickers, recent headlines and pages. ### Why do no headlines show up in the command palette? Headlines appear only after you type at least 3 characters, and the palette only covers the last 7 days. For older news, use Insights search at /insights. ### How do I go to the next news item without the mouse? Open any item from the feed, then press j or the down arrow for the next item and k or the up arrow for the previous one. Esc closes the window. ### Can I search for a ticker directly? Yes. Type the symbol or company name in the Search ticker box in the header, or in the command palette, and pick the result to open its company page. --- # Live news feed: every feed, combining feeds and layouts > How the Quantisnow live feed at /news works: the 13 feeds and their URLs, combining feeds with ?feeds=, update speed on free and Plus, density options and insight pages. Source: https://www.quantisnow.com/docs/live-news-feed Section: Docs / News feed Last updated: 2026-10-25 ## Key takeaways - The live feed lives at /news and opens on Press Releases; each other feed has its own URL at /news/. - Quantisnow has 13 feeds, including SEC Filings, Analyst Ratings, Insider Trading, Insider Purchases, FDA Approvals and All Insights. - Combine feeds with /news?feeds=a,b, for example /news?feeds=sec,fda, or by selecting several switcher chips. - Free and signed-out users see the feed on a 3-minute delay refreshing about every 30 seconds; Plus is real time and refreshes about every 3 seconds. - Every item has its own insight page at /insight/... with the full content, a link to the original source and related news. The live news feed at [/news](https://www.quantisnow.com/news) is the heart of Quantisnow. It streams new items from press release wires, the SEC, analyst desks and the FDA as they arrive, newest first. You can switch between 13 feeds, combine several into one stream, filter them, and open any item for the full story. ## Every feed and its URL | Feed | URL | What it covers | | --- | --- | --- | | Press Releases | [/news](https://www.quantisnow.com/news) | Company press releases from the major newswires. This is the default feed. | | Analyst Ratings | [/news/analyst-ratings](https://www.quantisnow.com/news/analyst-ratings) | Analyst upgrades, downgrades, initiations and price targets. | | Insider Trading | [/news/insider-trading](https://www.quantisnow.com/news/insider-trading) | SEC insider filings: Forms 3, 4 and 5 and insider buys. | | Insider Purchases | [/news/insider-trading-purchases](https://www.quantisnow.com/news/insider-trading-purchases) | Insider purchases only. | | SEC Filings | [/news/sec](https://www.quantisnow.com/news/sec) | Non-insider SEC filings such as 8-K, 10-K, 10-Q, S-1 and proxies. | | FDA Approvals | [/news/fda](https://www.quantisnow.com/news/fda) | FDA newsroom items and drug approvals. | | Leadership Updates | [/news/leadership-updates](https://www.quantisnow.com/news/leadership-updates) | Executive and board changes. | | Financials | [/news/financials](https://www.quantisnow.com/news/financials) | Earnings, earnings dates, dividends, and mergers and acquisitions. | | Large Ownership Changes | [/news/large-ownership](https://www.quantisnow.com/news/large-ownership) | Schedule 13D and 13G ownership filings. | | Offerings | [/news/offerings](https://www.quantisnow.com/news/offerings) | Equity and debt offering announcements. | | Lawsuits | [/news/lawsuits](https://www.quantisnow.com/news/lawsuits) | Class action, securities and other lawsuit announcements. | | Insider purchases, explained | [/news/insider-purchases-explained](https://www.quantisnow.com/news/insider-purchases-explained) | Analytical write-ups of recent insider purchases. | | All Insights | [/news/all-insights](https://www.quantisnow.com/news/all-insights) | Every item on the wire in one stream. | Each feed slug is also an RSS URL at `/rss/`. See [RSS feeds](https://www.quantisnow.com/docs/rss-feeds). For the meaning of each category label, see [Event categories](https://www.quantisnow.com/docs/event-categories). ## How to switch and combine feeds The chips at the top of the feed are shortcuts to the most used feeds: **Press**, **Analyst**, **Insider**, **Buys**, **SEC**, **FDA** and **Financials**. 1. Click a chip to switch to that feed. 2. Click a second chip to add it. The page becomes a combined feed at a URL like /news?feeds=prs,sec. 3. Click an active chip again to remove it from the combination. You can also build the URL yourself with any feed slugs from the table, separated by commas: - [/news?feeds=sec,fda](https://www.quantisnow.com/news?feeds=sec,fda) for filings and FDA news together. - [/news?feeds=analyst-ratings,insider-trading-purchases](https://www.quantisnow.com/news?feeds=analyst-ratings,insider-trading-purchases) for ratings plus insider buys. Bookmark a combined URL to come back to the same mix. ## How fast the feed updates | | Free account or signed out | Plus | | --- | --- | --- | | Delay | 3 minutes | Real time | | Refresh | About every 30 seconds | About every 3 seconds | New items slide in at the top. If you have scrolled down, new items are held back so the row you are reading does not jump; scroll back to the top or click the new-items pill to merge them in. On a free account the stream may pause after a few new items and show an upgrade prompt; reload the page to catch up. When you return to a background tab, the feed catches up straight away. Compare plans in [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). ## How to change the feed density Use the density toggle above the feed: | Density | Plan | Best for | | --- | --- | --- | | Comfortable | All accounts | Reading summaries and tags | | Compact | Plus | Scanning more headlines per screen | | Dense | Plus | Maximum information density, a tape-like view | Your choice is remembered in your browser. ## What a news item contains Click any row to open the item in a window over the feed. It shows: - The headline, source, time (in ET) and summary. - The companies mentioned, with their sectors. - **Read full story**, which opens the insight page. - **Original source**, which opens the filing or release on the publisher's site. - **Copy link**. Use j and k, or the arrow keys, to step through items. See [Search and keyboard shortcuts](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts). ## What an insight page is Every item has a permanent page at a URL like /insight/acme-corp-announces-fda-approval-123456, built from the headline and an item number. The insight page shows the full content where available, the source label, an **Original source** link to the original document, and related news for the same companies. Signed-out visitors can read 2 full insight articles per 7 days; any signed-in account reads unlimited. ## Narrowing the feed To show only certain companies, sectors, industries or categories, use the **Filters** button. See [Feed filters](https://www.quantisnow.com/docs/feed-filters). To search past news by keyword, use [Insights search](https://www.quantisnow.com/docs/insights-search). For sound alerts while you work in other windows, see [Sound and Squawk](https://www.quantisnow.com/docs/sound-and-squawk). ## FAQ ### What is the default feed on Quantisnow? The default feed at /news is Press Releases. Every other feed has its own URL at `/news/`, such as /news/sec for SEC filings. ### Can I watch more than one feed at once? Yes. Select several chips at the top of the feed, or use a URL such as /news?feeds=sec,fda. The items from all chosen feeds appear in one stream. ### Why is my feed 3 minutes behind? Free accounts and signed-out visitors see the feed on a 3-minute delay. Plus removes the delay and refreshes about every 3 seconds. ### How do I see every item on the wire? Open the All Insights feed at /news/all-insights. It includes press releases, filings, ratings and every other source in one stream. ### Where can I read the original filing or press release? Open the item and click Original source. It links to the document on the publisher's site, such as SEC EDGAR or the newswire. --- # Event categories: how Quantisnow labels every news item > Every category label Quantisnow assigns to news items, from Earnings and Leadership Update to analyst ratings and SEC forms, plus category pages at /categories/. Source: https://www.quantisnow.com/docs/event-categories Section: Docs / News feed Last updated: 2026-10-25 ## Key takeaways - Every Quantisnow item carries one category, such as Earnings, Leadership Update, Analyst Upgrade or SEC Form 8-K. - Analyst rating items are split into five categories: Upgrade, Downgrade, Coverage Initiated, Coverage Resumed and Coverage Reiterated. - SEC filings are categorized by form type, including 8-K, 10-K, 10-Q, S-1, Form 4, 13D, 13G and DEF 14A. - 22 category pages live at /categories/, and each is also available per company at /company//. Every item on the Quantisnow wire gets a category that describes what kind of event it is: an earnings release, an executive change, an analyst downgrade, a specific SEC form and so on. Categories power the feeds, the filters, Insights search and the category pages, so knowing them makes the whole site easier to navigate. ## General news categories These categories are mostly applied to press releases and other news. | Category | What it means | | --- | --- | | General | News that does not fit a more specific category | | Public Offering | Equity or debt offerings. See [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). | | Market Research | Market and industry research reports | | Lawsuit | Class action, securities and other litigation | | Earnings | Quarterly or annual results. See [how to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report). | | Earnings Date | Announcements of when results will be released | | Conference Announcement | Investor conferences and earnings call schedules | | News Mention | A company mentioned in a news story | | Marketing | Product and marketing announcements | | Leadership Update | Executive and board changes | | Mergers & Acquisitions | Deals, tender offers and merger updates. See [mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news). | | CSR | Corporate social responsibility announcements | | Dividends | Dividend declarations and changes. See [dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained). | | Financial News | Other financial announcements | | UK Regulations | UK regulatory announcements | | Market Insight | Analysis and commentary items | | Market Chatter | Market chatter items | | Insider Buy | An insider purchase of company stock | ## Analyst rating categories | Category | What it means | | --- | --- | | Analyst Upgrade | A rating raised, for example from Hold to Buy | | Analyst Downgrade | A rating cut | | Analyst Coverage Initiated | A firm starts covering the stock | | Analyst Coverage Resumed | A firm restarts coverage after a pause | | Analyst Coverage Reiterated | A firm repeats its existing rating, often with a new price target | Learn how to read these in [analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades). ## SEC form categories SEC filings are labeled by form type. Insider and ownership forms: - SEC Form 3, SEC Form 4, SEC Form 5 (insider ownership and transactions; see [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained)) - SEC Schedule 13D, SEC Schedule 13G (5% ownership stakes; see [13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g)) - SEC Form 144 (proposed sale of restricted stock; see [Form 144 explained](https://www.quantisnow.com/guides/form-144-explained)) Periodic and current reports: - SEC Form 8-K, SEC Form 6-K, SEC Form 10-K, SEC Form 10-Q, SEC Form 11-K, SEC Form 15-12B Registration and offering documents: - SEC Form S-1, SEC Form F-1, SEC Form S-3, SEC Form S-3ASR, SEC Form S-3MEF, SEC Form F-3ASR, SEC Form S-4, SEC Form S-8, SEC Form S-8 POS, SEC Form 424B2, SEC Form 424B3, SEC Form 424B5, SEC Form FWP, SEC Form D, SEC Form EFFECT, SEC Form POS EX, SEC Form F-X Proxy, merger and tender offer documents: - SEC Form DEF 14A, SEC Form PRE 14A, SEC Form PREC-14A, SEC Form DEFA14A, SEC Form DFAN14A, SEC Form DEFM14A, SEC Form 425, SEC Schedule 14D-9, SEC Schedule TOT New to filings? Start with [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings). ## Category pages Each category page shows a live stream of one event type across all companies. The index is at [/categories](https://www.quantisnow.com/categories). | Page | URL | | --- | --- | | SEC Form 8-K filings | [/categories/8-k](https://www.quantisnow.com/categories/8-k) | | SEC Form 10-K annual reports | [/categories/10-k](https://www.quantisnow.com/categories/10-k) | | SEC Form 10-Q quarterly reports | [/categories/10-q](https://www.quantisnow.com/categories/10-q) | | SEC Form S-1 IPO registrations | [/categories/s-1](https://www.quantisnow.com/categories/s-1) | | SEC Schedule 13D filings | [/categories/13d](https://www.quantisnow.com/categories/13d) | | SEC Schedule 13G filings | [/categories/13g](https://www.quantisnow.com/categories/13g) | | SEC Form 4 insider transactions | [/categories/form-4](https://www.quantisnow.com/categories/form-4) | | SEC Form 3 initial insider statements | [/categories/form-3](https://www.quantisnow.com/categories/form-3) | | SEC Form 5 annual insider statements | [/categories/form-5](https://www.quantisnow.com/categories/form-5) | | SEC DEF 14A proxy statements | [/categories/def-14a](https://www.quantisnow.com/categories/def-14a) | | Mergers and acquisitions | [/categories/mergers-acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) | | Earnings announcements | [/categories/earnings](https://www.quantisnow.com/categories/earnings) | | Dividend announcements | [/categories/dividends](https://www.quantisnow.com/categories/dividends) | | Analyst upgrades | [/categories/analyst-upgrades](https://www.quantisnow.com/categories/analyst-upgrades) | | Analyst downgrades | [/categories/analyst-downgrades](https://www.quantisnow.com/categories/analyst-downgrades) | | Analyst coverage initiated | [/categories/coverage-initiated](https://www.quantisnow.com/categories/coverage-initiated) | | Insider purchases | [/categories/insider-buys](https://www.quantisnow.com/categories/insider-buys) | | Leadership updates | [/categories/leadership-updates](https://www.quantisnow.com/categories/leadership-updates) | | Public offerings | [/categories/offerings](https://www.quantisnow.com/categories/offerings) | | Lawsuits and litigation | [/categories/lawsuits](https://www.quantisnow.com/categories/lawsuits) | | Market research | [/categories/market-research](https://www.quantisnow.com/categories/market-research) | | Conference and earnings call announcements | [/categories/conference-announcements](https://www.quantisnow.com/categories/conference-announcements) | ## How to see one category for one company Every category page also exists per ticker. Add the category slug to a company URL: 1. Start from the company page, for example /company/AAPL. 2. Add the category slug: /company/AAPL/8-k for Apple's 8-K filings, or /company/AAPL/analyst-upgrades for its upgrades. See [Company pages](https://www.quantisnow.com/docs/company-pages) for everything else on a company page. ## Where else categories are used - **Feed filters**: feeds that span several categories, such as SEC Filings or Insider Trading, let you pick categories under **Filters**. See [Feed filters](https://www.quantisnow.com/docs/feed-filters). - **Insights search**: filter past news by category at [/insights](https://www.quantisnow.com/insights). See [Insights search](https://www.quantisnow.com/docs/insights-search). - **Alerts**: alert rules use broader groups such as SEC filings and Analyst ratings. See [Alerts](https://www.quantisnow.com/docs/alerts). ## FAQ ### What category does an insider purchase get? Insider purchases are labeled Insider Buy. You can watch them all at /categories/insider-buys or in the Insider Purchases feed at /news/insider-trading-purchases. ### How do I see only 8-K filings? Open /categories/8-k for 8-Ks from every company, or `/company//8-k` for a single company. You can also pick SEC Form 8-K under Filters on the SEC Filings feed. ### What is the difference between Coverage Initiated and Coverage Reiterated? Coverage Initiated means a firm has started covering a stock for the first time. Coverage Reiterated means a firm that already covers the stock repeats its rating. ### Can I get alerts for a single SEC form type? Alert rules use broader groups, so the SEC filings toggle covers SEC filings for that ticker rather than one form. To watch one form type, use its category page or the per-ticker category URL. --- # Feed filters: narrow the live feed by company, sector and category > Filter the Quantisnow live feed: include or exclude companies, pick sectors and industries, and choose categories on multi-category feeds. Saved per feed in your browser. Source: https://www.quantisnow.com/docs/feed-filters Section: Docs / News feed Last updated: 2026-10-25 ## Key takeaways - The Filters button on every feed lets you filter by Companies, Sectors, Industries and, on multi-category feeds, Categories. - The Companies filter has an Include mode that shows only the chosen companies and an Exclude mode that hides them. - Filters are saved per feed in your browser, so each feed keeps its own settings on that device. - The live feed has no keyword filter; use Insights search at /insights to search titles and summaries. Feed filters let you cut a busy feed down to the companies and parts of the market you care about. Open **Filters** above any feed to choose companies to include or exclude, sectors, industries and, on feeds that mix several event types, categories. Filters work on every plan. ## Filter options | Filter | What it does | Where it appears | | --- | --- | --- | | Companies | Show only, or hide, items for the companies you add | Every feed | | Sectors | Show only items from the selected sectors | Every feed | | Industries | Show only items from the selected industries | Every feed | | Categories | Show only the selected event categories | Feeds that cover more than one category | Feeds with a **Categories** filter include Insider Trading, SEC Filings, Financials and Large Ownership Changes. For example, on [/news/sec](https://www.quantisnow.com/news/sec) you can keep only SEC Form 8-K and SEC Form 10-Q. Category names are listed in [Event categories](https://www.quantisnow.com/docs/event-categories). ## How to filter a feed by company 1. Open a feed, for example [/news](https://www.quantisnow.com/news). 2. Click **Filters**. The panel opens above the feed. 3. Under **Companies**, choose **Include** or **Exclude**. 4. Type in the **Filter by ticker or name…** box and pick a company. It appears as a chip. 5. Add more companies the same way. Remove one with the x on its chip. Use **Include** to build a quick watchlist view of a handful of tickers. Use **Exclude** to mute companies that flood the feed with routine releases. ## How to filter by sector or industry 1. Click **Filters**. 2. Under **Sectors**, type in **Filter by sector…** and pick one or more sectors. 3. Under **Industries**, type in **Filter by industry…** and pick one or more industries. Sector and industry filters are handy for themes, for example only Health Care on the FDA feed. See [sectors and industries](https://www.quantisnow.com/guides/sectors-and-industries) for how companies are classified. ## How to filter by category 1. Open a multi-category feed such as [/news/insider-trading](https://www.quantisnow.com/news/insider-trading) or [/news/sec](https://www.quantisnow.com/news/sec). 2. Click **Filters**. 3. Under **Categories**, click the categories you want to keep. Click again to turn one off. For example, on Insider Trading select only SEC Form 4 and Insider Buy to skip Forms 3 and 5. Read [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) for what each insider form means. ## How to clear filters The **Filters** button shows a count of active filters. Click **Clear** next to it to remove them all at once. ## How filters are saved - Filters are saved per feed. Your filters on SEC Filings do not affect Press Releases. - They are stored in your browser, not your account. They stay when you reload or come back later on the same browser, but do not follow you to another device or browser, and clearing site data removes them. - Combined feeds such as /news?feeds=sec,fda support Companies, Sectors and Industries, but not Categories. ## Searching by keyword The live feed has no keyword filter. To find items that mention a word such as "merger" or "guidance", use [Insights search](https://www.quantisnow.com/docs/insights-search) at [/insights](https://www.quantisnow.com/insights), which searches titles and summaries and has the same company, sector and industry filters plus date ranges. ## Filters versus followed tickers Filters change what you see on a feed in this browser. [Following tickers](https://www.quantisnow.com/docs/following-tickers) saves a watchlist to your account and drives [Alerts](https://www.quantisnow.com/docs/alerts). Many people use both: follow their core tickers for alerts, and use filters to watch a sector on the live feed. ## FAQ ### Do feed filters require Plus? No. Feed filters work on every plan, including signed out. Plus changes how fast the feed updates, not which filters you can use. ### Why do my filters disappear on my phone? Filters are saved in the browser you set them in, per feed. They do not sync across devices, so set them again on each browser you use. ### Can I hide a company from the feed? Yes. Open Filters, switch Companies to Exclude, and add the company. Its items stop appearing on that feed. ### Can I filter the live feed by keyword? No. The live feed has no keyword filter. Use Insights search at /insights to search titles and summaries by keyword. ### Why is there no Categories filter on some feeds? The Categories filter only appears on feeds that cover more than one category, such as SEC Filings or Insider Trading, and not on combined feeds. --- # Insights search: search past news by keyword, date and company > Use Insights search at /insights to find past press releases, SEC filings and ratings by keyword, date range, company, sector, industry, source and category. Source: https://www.quantisnow.com/docs/insights-search Section: Docs / News feed Last updated: 2026-10-25 ## Key takeaways - Insights search at /insights searches the titles and summaries of every item on the Quantisnow wire. - You can combine a keyword with a date range, companies to include or exclude, sectors, industries, sources and categories. - Results load 25 at a time, newest first, with a Load more button for the next 25. - Free and signed-out users see results on the same 3-minute delay as the live feed; Plus results are real time. Insights search at [/insights](https://www.quantisnow.com/insights) is how you look back through the Quantisnow wire. Type a keyword, set a date range, and narrow by company, sector, industry, source or category to find every matching press release, filing or rating. Results come 25 at a time, newest first. ## Search fields | Field | What it does | | --- | --- | | Search title or summary | Keyword search over item titles and summaries, for example "merger" or "guidance" | | Date range | From and To dates. Leave blank for no limit. | | Companies | Include only, or exclude, the companies you add | | Sectors | Limit to one or more sectors | | Industries | Limit to one or more industries | | Sources | Limit to sources such as SEC, BusinessWire, GlobeNewswire, PRNewswire, Analyst Ratings or FDA Approvals | | Categories | Limit to categories such as Earnings, Lawsuit or SEC Form 8-K | Category names are listed in [Event categories](https://www.quantisnow.com/docs/event-categories). ## How to search by keyword 1. Go to [/insights](https://www.quantisnow.com/insights). 2. Type a word or phrase in **Search title or summary**. 3. Results update to matching items, newest first. 4. Scroll to the bottom and click **Load more** for the next 25. Keywords match titles and summaries, not the full text of long filings. Use specific terms such as "reverse split", "guidance" or "phase 3". ## How to search a date range 1. Under **Date range**, set a From date and a To date. 2. Combine with a keyword or company to look back at a specific event, for example every 8-K a company filed during a quarter. This is useful for reviewing what moved a stock on a given day. See [trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts). ## How to search one company's history 1. Under **Companies**, keep **Include** selected and add one or more tickers. 2. Optionally pick **Categories** such as Earnings or Analyst Upgrade. 3. Leave the keyword blank to see everything for those companies. Switch to **Exclude** to search the whole wire except certain companies. ## How to narrow by source or category - Pick a source under **Sources** to search only SEC filings, one newswire or analyst ratings. See [press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) for how they differ. - Pick categories under **Categories**, for example Public Offering and SEC Form 424B5 to find recent offerings. Click **Clear all** to reset every field. ## Sharing a search The search filters are reflected in the page URL, so you can bookmark a search or send it to someone and it opens with the same filters. ## Delay and plans Insights search uses the same timing as the live feed. Free and signed-out users see results on a 3-minute delay; Plus results include items within seconds of arrival. Opening a result's full insight page counts toward the signed-out limit of 2 articles per 7 days; signed-in accounts read unlimited. See [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). ## Insights search vs the command palette vs the live feed | Tool | Best for | | --- | --- | | Insights search at /insights | Keyword and filtered searches over past news | | Command palette (Cmd+K or Ctrl+K) | Quick lookups of tickers and headlines from the last 7 days. See [Search and keyboard shortcuts](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts). | | Live feed at /news | Watching new items arrive. See [Live news feed](https://www.quantisnow.com/docs/live-news-feed). | ## FAQ ### Can I search the full text of SEC filings? No. Insights search matches item titles and summaries. Open a result and use Original source to read the full filing. ### How many results does Insights search show? Results load 25 at a time, newest first. Click Load more at the bottom to fetch the next 25. ### Is Insights search free? Yes. Every plan can use Insights search. Free and signed-out users see results on a 3-minute delay, while Plus is real time. ### Can I save a search? Your filters are reflected in the page URL, so you can bookmark the page to rerun the same search later. --- # Sound and Squawk: hear new items on the feed > Turn on the free Beep sound for new feed items, or Squawk on Plus to have headlines read aloud with text to speech, plus tips for browser autoplay and voice quality. Source: https://www.quantisnow.com/docs/sound-and-squawk Section: Docs / News feed Last updated: 2026-10-25 ## Key takeaways - The Beep button plays a short sound whenever new items arrive on the feed, and it is free on every plan. - Squawk reads new headlines aloud using your browser's text to speech and requires Plus. - Squawk reads up to 3 new headlines from each refresh so a burst of news does not queue minutes of audio. - Both settings are remembered in your browser and only work while the feed page is open. Quantisnow can tell you about new items without you watching the screen. **Beep** plays a short sound whenever new items land on the feed and is free for everyone. **Squawk**, a Plus feature, goes further and reads the new headlines aloud using your browser's built-in text to speech. ## Beep vs Squawk | | Beep | Squawk | | --- | --- | --- | | What you hear | A short tone | The headline, spoken | | Plan | Every plan, including signed out | Plus | | When it plays | When new items arrive on the open feed | When new items arrive on the open feed | | Per refresh | One beep | Up to 3 headlines | | Remembered | In your browser | In your browser | Both follow the feed you are on, including any [feed filters](https://www.quantisnow.com/docs/feed-filters). If you filter SEC Filings down to 8-Ks, you only hear about 8-Ks. ## How to turn on Beep 1. Open any feed, for example [/news](https://www.quantisnow.com/news). 2. Click **Beep** above the feed. A tone plays to confirm it is on. 3. Leave the tab open. Each time new items arrive, you hear a beep. 4. Click **Beep** again to mute it. ## How to turn on Squawk 1. Subscribe to Plus at [/pricing](https://www.quantisnow.com/pricing) if you have not already. 2. Open a feed and click **Squawk**. You hear "Squawk turned on." to confirm. 3. New headlines are read aloud as they arrive. 4. Click **Squawk** again to stop. Any speech in progress stops at once. On a free account, clicking **Squawk** opens a preview where you can tap sample items to hear how they sound. See [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). Squawk pairs well with real-time timing on Plus, since you hear items within seconds of them reaching Quantisnow rather than 3 minutes later. ## Browser autoplay and sound tips Browsers limit when a page can play sound. To keep audio working: - **Click the button yourself.** Turning on Beep or Squawk with a click counts as permission to play sound on that page in most browsers. If you reload the page and hear nothing, click the button off and on again. - **Keep the tab open.** Sounds only play while a Quantisnow feed is open in a tab. Closing the tab stops them. For alerts when the page is closed, use [Push notifications](https://www.quantisnow.com/docs/push-notifications) or [Alerts](https://www.quantisnow.com/docs/alerts). - **Check the tab is not muted.** Most browsers let you mute a single tab from the tab bar. - **Background tabs.** Browsers can slow pages in background tabs. Quantisnow catches up as soon as you return to the tab. - **Check system volume and output device**, especially with headphones or multiple monitors. ## Getting a better Squawk voice Squawk uses the voices installed on your computer, and picks a higher quality English voice when one is available. If the voice sounds robotic: - **Mac:** open System Settings, then Accessibility, then Spoken Content, then System Voice, then Manage Voices, and download a Premium or Enhanced English voice such as Ava, Zoe or Evan. - **Windows and other systems:** install a Natural or Neural English voice in your operating system settings, or use a browser that offers online natural voices. Reload the feed after installing a new voice. ## FAQ ### Is Squawk free? No. Squawk requires Plus. The Beep sound for new items is free on every plan, and free accounts can preview Squawk on sample items. ### Why can't I hear anything after turning on Beep? Check that the tab is not muted and your volume is up. If you reloaded the page, click Beep off and on again so the browser allows sound. ### Does Squawk read the whole article? No. Squawk reads the headlines of new items, up to 3 per refresh. Open an item to read its summary and full story. ### Will Squawk work when the browser tab is closed? No. Beep and Squawk only work while a feed page is open. Use push notifications in the Quantisnow mobile app for alerts when you are away. --- # Following tickers: build your Quantisnow watchlist > Follow any number of tickers on Quantisnow from /follows or the Follow button on a company page. Following is free and unlimited and sets which companies can alert you. Source: https://www.quantisnow.com/docs/following-tickers Section: Docs / Alerts and watchlists Last updated: 2026-10-27 ## Key takeaways - You can follow tickers from the Followed tickers page at /follows or with the Follow button on any company page. - Following is free and unlimited on every account; you need to be signed in. - You follow companies by ticker; there is no way to follow a sector, keyword or feed. - Each followed ticker has its own alert rules, and delivering those alerts by email or push requires Plus (webhooks require Premium). Following a ticker adds the company to your Quantisnow watchlist. Your followed tickers are the list that alerts are built on: each one has its own alert rules for which kinds of news should reach you and on which channels. Following is free and unlimited on every account. ## What following does | | Free account | Plus | | --- | --- | --- | | Follow tickers | Unlimited | Unlimited | | Set alert categories per ticker | Yes | Yes | | Deliver alerts by email or push | No | Yes | | Deliver alerts by webhook | No | No (Premium) | You need a free account to follow tickers. If you are signed out, the Follow button takes you to sign up first and brings you back to the company page. Following works at the company level. You cannot follow a sector, an industry, a keyword or a whole feed. To watch those, use [Feed filters](https://www.quantisnow.com/docs/feed-filters), a [category page](https://www.quantisnow.com/docs/event-categories) or [RSS feeds](https://www.quantisnow.com/docs/rss-feeds). ## How to follow tickers from /follows 1. Go to [/follows](https://www.quantisnow.com/follows). You can also reach it from [/settings](https://www.quantisnow.com/settings) under **Followed tickers**. 2. Type a symbol or company name in the **Search ticker or name…** box. 3. Click a result marked **+ Follow**. A confirmation says **Added**. 4. Repeat for every company on your list. Each followed ticker appears in a list with its symbol and name. Click the symbol to open its company page. ## How to follow from a company page 1. Open any company page, for example /company/NVDA. Use the header **Search ticker…** box or Cmd+K to get there fast. See [Search and keyboard shortcuts](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts). 2. Click **Follow**. The button changes to **Following**, and a message offers a shortcut to **Settings** to tune alert channels. 3. To stop following, click **Following** again. ## How to unfollow - On [/follows](https://www.quantisnow.com/follows), click **Remove** next to the ticker. A confirmation says **Removed**. - Or click **Following** on the company page. Unfollowing also removes that ticker's alert rules. ## How to set alerts for a followed ticker Every row on [/follows](https://www.quantisnow.com/follows) has an alert button that reads **Alerts off** or **Alerts on**. 1. Click it to open the alert menu. 2. Under **Categories**, choose which kinds of news should alert you: **Press releases**, **Insider trading**, **SEC filings**, **FDA**, **Analyst ratings**, **Market insights**, and optionally **Important only**. 3. Under **Channels**, choose **Email**, **Push** and/or **Webhook**. Email and Push require Plus; Webhook requires Premium. The button shows **Alerts on** when at least one channel is active on a Plus account. Full details in [Alerts](https://www.quantisnow.com/docs/alerts). ## Tips for a useful watchlist - **Start with what you own.** Positions you hold are where an 8-K or downgrade matters most. - **Add names you are researching.** Following lets you see their filings and releases without searching every day. - **Tune categories per ticker.** For a biotech you may want FDA and SEC filings; for a large cap, maybe only analyst ratings and important items. - **Prune regularly.** A focused list makes alerts more useful. For a deeper walkthrough, read [building a news watchlist](https://www.quantisnow.com/guides/building-a-news-watchlist) and [how to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying). ## FAQ ### How many tickers can I follow on Quantisnow? There is no limit. Free and Plus accounts can both follow unlimited tickers. ### Do I need Plus to follow tickers? No. Following and setting alert categories are free. Plus is only needed to deliver alerts by email or push; webhooks need Premium. ### Can I follow a sector or keyword instead of a ticker? No. You can only follow companies. To watch a sector, use feed filters; to watch an event type, use a category page or RSS feed. ### Where do I manage my followed tickers? Go to /follows, or open Settings and choose Followed tickers. From there you can add tickers, set alert rules and remove tickers. --- # Alerts: email, push and webhook delivery for your tickers > Set per-ticker alert rules on Quantisnow: Email, Push or Webhook channels and categories like SEC filings, Insider trading and Analyst ratings. Email and push need Plus; webhooks need Premium. Source: https://www.quantisnow.com/docs/alerts Section: Docs / Alerts and watchlists Last updated: 2026-10-27 ## Key takeaways - Alerts are set per followed ticker, with three channels (Email, Push, Webhook) and six categories plus an Important only switch. - Alert categories are Press releases, Insider trading, SEC filings, FDA, Analyst ratings and Market insights. - Any account can set alert categories, but delivery on any channel requires Plus at $59.99 per month. - The Alerters page at /alerters shows your email address, registered phones and webhooks, each with a test button. Quantisnow alerts send news about the tickers you follow to your inbox, your phone or your own system. You set them per ticker: pick which kinds of news count, then pick the channels to deliver on. Anyone can set up the rules for free; delivery by email or push requires Plus, and webhooks require Premium. ## How alerts work An alert has three parts: 1. **A followed ticker.** Alerts only fire for companies on your [followed tickers](https://www.quantisnow.com/docs/following-tickers) list. 2. **Categories.** Which kinds of news about that ticker should alert you. 3. **Channels.** Where the alert goes: Email, Push or Webhook. When a new item matches a followed ticker and one of its enabled categories, Quantisnow sends it to every enabled channel for that ticker. ## Alert categories | Category | What it covers | | --- | --- | | Press releases | Company press releases from the newswires | | Insider trading | Insider filings such as Form 4. See [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained). | | SEC filings | SEC filings such as 8-K, 10-Q and S-1. See [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings). | | FDA | FDA announcements and approvals. See [the FDA approval process](https://www.quantisnow.com/guides/fda-approval-process). | | Analyst ratings | Upgrades, downgrades and coverage changes. See [analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades). | | Market insights | Analysis and commentary items | | Important only | When on, only items flagged as important are sent | ## Alert channels | Channel | Best for | Setup | | --- | --- | --- | | Email | Lower-urgency follows. Can lag push by a few minutes. | Sent to your account email. See [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests). | | Push | Breaking news on your phone | Sign in to the Quantisnow mobile app. See [Push notifications](https://www.quantisnow.com/docs/push-notifications). | | Webhook | Routing into Slack, Discord or your own system | Premium only. Add a URL on /alerters. See [Webhooks](https://www.quantisnow.com/docs/webhooks). | All three channels require Plus. ## How to set alert rules for a ticker 1. Follow the ticker, then go to [/follows](https://www.quantisnow.com/follows). 2. Click **Alerts off** (or **Alerts on**) next to the ticker. 3. Under **Categories**, switch on the kinds of news you want. 4. Optionally switch on **Important only** to cut noise. 5. Under **Channels**, switch on **Email**, **Push** and/or **Webhook**. 6. Click outside the menu or press **Esc** to close it. Changes save immediately. The button reads **Alerts on** once at least one channel is active on a Plus account. On a free account the channel toggles show a **Plus only** note with a link to subscribe; your category choices are still saved. ## How to manage delivery on /alerters The **Alerters** page at [/alerters](https://www.quantisnow.com/alerters), also linked from [/settings](https://www.quantisnow.com/settings), is where you configure the channels themselves. It is available on Plus. | Section | What you see | Actions | | --- | --- | --- | | Email | Your account email | **Send test email** | | Push | Each device signed in to the Quantisnow mobile app | **Send test push** | | Webhooks | Each webhook URL | **+ Add webhook**, **Send test**, **Remove**, **Webhook payload format** | Each followed ticker can be routed to any combination of these channels. ## Example setups - **Biotech position:** FDA, SEC filings and Press releases on, Push and Email on. - **Large cap you hold long term:** Analyst ratings and SEC filings on, Important only on, Email only. - **Trading bot or Slack channel:** Press releases and SEC filings on, Webhook on. - **Insider buying watch:** Insider trading on, Push on. See [how to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying). ## Upgrading for delivery Plus is $59.99 per month, monthly only, with no free trial, and also makes the feed real time. Subscribe at [/pricing](https://www.quantisnow.com/pricing). Your existing category settings apply as soon as you turn channels on. See [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). Need alerts for a team or programmatic access? Those are available by agreement through contact@quantisnow.com. ## FAQ ### Are Quantisnow alerts free? You can follow unlimited tickers and set alert categories for free. Delivering alerts by email or push requires Plus at $59.99 per month. Webhooks require Premium at $340 per month. ### Can I get alerts for a ticker I do not follow? No. Alerts only fire for followed tickers. Follow the company first, then set its alert rules on /follows. ### What does Important only do? When Important only is on for a ticker, Quantisnow only sends items that are flagged as important, which cuts routine releases and filings. ### Can one ticker alert me on several channels? Yes. Each followed ticker can use any combination of Email, Push and Webhook, and each ticker has its own settings. ### How do I test that alerts are working? On /alerters, use Send test email, Send test push next to a device, or Send test next to a webhook. Each sends a sample alert right away. --- # Webhooks: get a JSON POST for every matching news item > Quantisnow webhook reference: add a URL on /alerters, get a JSON POST for each alert on your followed tickers, payload fields, a sample payload and Slack or Discord setup. Source: https://www.quantisnow.com/docs/webhooks Section: Docs / Alerts and watchlists Last updated: 2026-10-27 ## Key takeaways - Premium accounts can add any webhook URL up to 767 characters on the Alerters page at /alerters. - Quantisnow sends a JSON POST to each webhook for every news item that matches a followed ticker with the Webhook channel on. - The payload includes url, source, title, companies, published_at, language, category, industries, sectors, tags, related_tickers and summary. - The Send test button posts a sample payload and reports the HTTP status your endpoint returned. - Slack (hooks.slack.com) and Discord (discord.com) webhook URLs work directly: live alerts are reformatted into native Slack and Discord messages. A Quantisnow webhook sends a JSON POST to a URL you choose for every news item that matches your alert rules. It is the real-time way to get the wire into your own system, a trading tool, or a chat channel. Webhooks are part of Premium ($340 per month) and are set up on the [Alerters](https://www.quantisnow.com/alerters) page. ## How webhooks fit with alerts Webhooks are one of three alert channels, alongside Email and Push. A webhook fires when: 1. A new item mentions a ticker you follow, and 2. The item matches one of the categories enabled for that ticker, and 3. The **Webhook** channel is switched on for that ticker. Set categories and channels per ticker on [/follows](https://www.quantisnow.com/follows). See [Alerts](https://www.quantisnow.com/docs/alerts) for the full rules. ## How to add a webhook 1. Subscribe to Plus at [/pricing](https://www.quantisnow.com/pricing). 2. Go to [/alerters](https://www.quantisnow.com/alerters) and scroll to **Webhooks**. 3. Click **+ Add webhook**. 4. Paste your endpoint URL, for example https://example.com/hook. It must use https on the default port and point to a public host, and can be up to 767 characters. 5. Click **Create**. The webhook appears in the list with its configured date. 6. On [/follows](https://www.quantisnow.com/follows), open each ticker's alert menu and switch on **Webhook** under **Channels**. You can add up to 5 webhooks, and each URL once. Matching items are sent to every webhook on your account. ## How to test a webhook 1. On [/alerters](https://www.quantisnow.com/alerters), click **Send test** next to the webhook. 2. Quantisnow posts a sample payload to your URL. 3. If your endpoint responds with a 2xx status within 10 seconds, you see **Test webhook delivered**. Otherwise the message shows the status your endpoint returned, such as "webhook responded 404 Not Found". Click **Webhook payload format** on the same page to see the sample payload. ## How to remove a webhook Click **Remove** next to the webhook and confirm. Deliveries to that URL stop. ## Request format | Property | Value | | --- | --- | | Method | POST | | Content-Type | application/json | | Body | One JSON object per news item | | User-Agent | Quantisnow-Webhooks/1.0 (+https://quantisnow.com/docs/webhooks) | | Success | Respond with any 2xx status within 3 seconds (the Send test button allows 10 seconds) | ## Payload fields | Field | Type | Description | | --- | --- | --- | | url | string | The item's Quantisnow page | | source | string | Link to the original document, such as the SEC filing or newswire release | | title | string | Headline | | companies | array | Companies the item is about, each with ticker, exchange and name | | published_at | string | Publish time in UTC, ISO 8601 | | discovered_at | string, optional | When Quantisnow first saw the item | | processed_at | string, optional | When Quantisnow finished processing the item | | important | boolean | Whether the item is flagged as important (the same flag the "Important only" alert setting uses) | | language | string | Language code, for example en | | category | string | Category label, such as SEC Form 8-K or Analyst Upgrade. See [Event categories](https://www.quantisnow.com/docs/event-categories). | | industries | array of strings | Industries of the companies | | sectors | array of strings | Sectors of the companies | | tags | array of strings | Tags on the item | | related_tickers | array of strings | Other tickers related to the item | | summary | string | Short summary of the item | ## Example payload This is a hypothetical item for illustration: ```json { "url": "https://www.quantisnow.com/insight/acme-therapeutics-files-form-8-k-123456", "source": "https://www.sec.gov/Archives/edgar/data/0000000000/000000000026000001/0000000000-26-000001-index.htm", "title": "SEC Form 8-K filed by Acme Therapeutics Inc.", "companies": [ { "ticker": "ACME", "exchange": "NASDAQ", "name": "Acme Therapeutics Inc." } ], "published_at": "2026-10-23T20:05:12Z", "discovered_at": "2026-10-23T20:05:13Z", "important": true, "language": "en", "category": "SEC Form 8-K", "industries": ["Biotechnology"], "sectors": ["Health Care"], "tags": [], "related_tickers": [], "summary": "Acme Therapeutics reported a material agreement under Item 1.01." } ``` Learn what an 8-K item like 1.01 means in [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained). ## Sending alerts to Slack or Discord Slack and Discord incoming webhook URLs work directly. When a webhook URL is on `hooks.slack.com` or `discord.com`, live alerts are reformatted into a native Slack or Discord message instead of the raw JSON above. 1. In Slack, create an incoming webhook for a channel (or in Discord, open channel settings, then Integrations, then Webhooks) and copy its URL. 2. Paste the URL into the webhook field on [Alerters](https://www.quantisnow.com/alerters) and save. 3. Make sure the tickers you care about have the **Webhook** channel on in their alert rules. The **Send test** button always posts the raw JSON sample, so a test against a Slack or Discord URL can fail even though live alerts will arrive formatted. Judge a Slack or Discord hook by the next real alert. Want a custom message format instead? Point the webhook at a small relay of your own, such as a serverless function, and reformat there: ```js export default async function handler(req) { const item = await req.json(); const tickers = item.companies.map((c) => c.ticker).join(", "); await fetch(process.env.SLACK_WEBHOOK_URL, { method: "POST", headers: { "content-type": "application/json" }, body: JSON.stringify({ text: `${tickers}: ${item.title}\n${item.url}` }), }); return new Response("ok"); } ``` For Discord, send `{ "content": "..." }` instead of `{ "text": "..." }`. ## Good practices - **Respond fast.** Live deliveries time out after 3 seconds and count as failed unless your endpoint returns a 2xx status. Redirects are not followed. Return right away and do slow work afterwards. - **Deduplicate on url.** Each item has a unique url, which makes a good key if your system might see the same item twice. - **Keep the URL private.** Anyone with your endpoint URL could post to it, so use a hard-to-guess path. - **Watch volume.** Following many tickers with broad categories can send many requests on busy mornings. For programmatic access beyond that, contact contact@quantisnow.com. Prefer a feed you can poll without Plus? Use [RSS feeds](https://www.quantisnow.com/docs/rss-feeds), which run on a 3-minute delay. All options are compared in [Integrations and data access](https://www.quantisnow.com/docs/integrations-and-data-access). ## FAQ ### Do Quantisnow webhooks require Premium? Yes. Webhooks are a Premium feature. Premium is $340 per month or $3,588 per year and includes everything in Plus, plus up to 5 webhook URLs. Email and push alerts stay on Plus at $59.99 per month. Plus subscribers can upgrade in place from [/pricing](https://www.quantisnow.com/pricing) or [/alerters](https://www.quantisnow.com/alerters); the change is prorated and the billing date stays the same. ### What does a Quantisnow webhook send? A JSON POST for each matching news item, with fields including url, source, title, companies, published_at, category, sectors, industries, tags, related_tickers and summary. ### Can I send Quantisnow alerts straight to Slack or Discord? Yes. Paste a Slack (hooks.slack.com) or Discord (discord.com) incoming webhook URL on /alerters and live alerts arrive as native messages. The Send test button posts raw JSON, so it may fail against those URLs even though real alerts work. ### How long can a webhook URL be? Webhook URLs can be up to 767 characters. ### Can I get every item on the wire by webhook? Webhooks fire for your followed tickers and their alert categories. For programmatic access to more of the wire, email contact@quantisnow.com. --- # Push notifications: breaking news alerts on your phone > Get Quantisnow push alerts on your phone: sign in to the Quantisnow mobile app to register your device, turn on Push per ticker, send a test push, set notification hours. Source: https://www.quantisnow.com/docs/push-notifications Section: Docs / Alerts and watchlists Last updated: 2026-10-25 ## Key takeaways - Push notifications send alerts for your followed tickers to your phone and are the fastest channel for breaking news. - Signing in to the Quantisnow mobile app registers your device for push automatically. - Registered devices are listed under Push on the Alerters page at /alerters, each with a Send test push button. - Notification hours and urgency are set inside the Quantisnow mobile app. - Push delivery requires Plus at $59.99 per month, and it only covers tickers with the Push channel switched on. Push notifications put news about your followed tickers on your phone's lock screen as it happens. They are the best channel for breaking news. To get them, sign in to the Quantisnow mobile app, which registers your device, then switch on the **Push** channel for the tickers you want. Push delivery is a Plus feature. ## What you need | Requirement | Details | | --- | --- | | Plan | Plus, $59.99 per month. See [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). | | App | The Quantisnow mobile app, signed in to your account | | Followed tickers | At least one ticker on [/follows](https://www.quantisnow.com/follows) | | Alert rules | The **Push** channel and at least one category on for that ticker | ## How to set up push notifications 1. Subscribe to Plus at [/pricing](https://www.quantisnow.com/pricing). 2. Install the Quantisnow mobile app on your phone. 3. Sign in to the app with the same email and password you use on the website. The app registers your device for push. 4. Allow notifications when your phone asks. 5. On the website, go to [/alerters](https://www.quantisnow.com/alerters). Your phone appears under **Push** with the date it was configured. 6. Click **Send test push** next to the device. You should see a test notification within moments. 7. Go to [/follows](https://www.quantisnow.com/follows), click **Alerts off** next to a ticker, and switch on **Push** under **Channels** plus the categories you want. Repeat step 7 for each ticker. See [Alerts](https://www.quantisnow.com/docs/alerts) for what each category covers. ## How to set notification hours and urgency Notification hours and urgency are set inside the Quantisnow mobile app, not on the website. Use them to keep alerts to market hours or to let only urgent items through overnight. ## Managing devices - Every device you sign in to the app on appears under **Push** on [/alerters](https://www.quantisnow.com/alerters). - If you see **No devices yet. Sign in to the Quantisnow app to register this device.**, open the app and sign in. - Signing in on a new phone adds it to the list. All registered devices receive push alerts. ## Choosing what triggers a push Push works best when it is selective. Some ideas: - **Turn on Important only** for tickers where you want only the biggest items on your phone. - **Use push for the urgent categories** such as FDA, SEC filings and Analyst ratings, and email for the rest. See [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests). - **Keep push to positions you hold.** For names you are just researching, email or the feed may be enough. For a biotech, an FDA decision is often the biggest event of the year. Read [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) for why. ## Troubleshooting | Problem | What to check | | --- | --- | | No device listed on /alerters | Sign in to the Quantisnow mobile app with the same account | | Test push does not arrive | Notifications are allowed for the app in your phone's settings, and Do Not Disturb or Focus is off | | Test works but no real alerts | The ticker is followed, **Push** is on under **Channels**, and at least one category is on | | Alerts stop at night | Check notification hours in the app | | Push is greyed out on /follows | Push delivery requires Plus | ## Other ways to get alerts - [Email alerts](https://www.quantisnow.com/docs/email-alerts-and-digests) to your account email. - [Webhooks](https://www.quantisnow.com/docs/webhooks) into your own systems or chat tools. - [Sound and Squawk](https://www.quantisnow.com/docs/sound-and-squawk) while the feed is open in a browser. ## FAQ ### How do I get Quantisnow alerts on my phone? Subscribe to Plus, install the Quantisnow mobile app and sign in, then switch on the Push channel for your followed tickers on /follows. ### Are push notifications free? No. Push delivery requires Plus at $59.99 per month. Free accounts can follow tickers and set alert categories, but cannot receive alerts. ### How do I stop push notifications at night? Set notification hours inside the Quantisnow mobile app. You can also turn off the Push channel for individual tickers on /follows. ### How do I check that push is working? Go to /alerters and click Send test push next to your device. A test notification should arrive on your phone within moments. --- # Email alerts and digests > Get Quantisnow alerts by email on Plus, send a test email, keep alerts out of Gmail Promotions, and choose the daily digest, weekly recap and product update emails. Source: https://www.quantisnow.com/docs/email-alerts-and-digests Section: Docs / Alerts and watchlists Last updated: 2026-10-25 ## Key takeaways - Email alerts go to your account email for followed tickers with the Email channel on, and require Plus. - Email can lag push by a few minutes, so it suits lower-urgency follows. - Use Send test email on /alerters, and if Gmail files alerts under Promotions or Updates, move one to Primary. - Email preferences in Settings control the Daily market digest, Weekly recap and Product updates, which includes the monthly Quantisnow Monthly email on the 1st. - Every email has an unsubscribe link. Quantisnow sends two kinds of email: **alerts**, which deliver news about your followed tickers as it happens, and **digests and updates**, which summarize the market on a schedule. Alerts are a Plus feature and go to your account email. Digests are controlled under **Email preferences** in [Settings](https://www.quantisnow.com/settings). ## Email alerts | | Details | | --- | --- | | Plan | Plus | | Sent to | Your account email, shown on [/alerters](https://www.quantisnow.com/alerters) | | Triggered by | A new item for a followed ticker that matches its categories, with **Email** on | | Speed | Can lag push by a few minutes | | Best for | Lower-urgency follows | ### How to turn on email alerts 1. Subscribe to Plus at [/pricing](https://www.quantisnow.com/pricing). 2. Go to [/follows](https://www.quantisnow.com/follows) and click **Alerts off** next to a ticker. 3. Switch on **Email** under **Channels**. 4. Switch on the categories you want, such as **SEC filings** or **Analyst ratings**. 5. Repeat for each ticker. See [Alerts](https://www.quantisnow.com/docs/alerts) for every category and channel. ### How to send a test email 1. Go to [/alerters](https://www.quantisnow.com/alerters). The **Email** section shows your account email. 2. Click **Send test email**. 3. Check your inbox. The confirmation reminds you to look in Primary, not Promotions or Updates. ### How to keep alerts out of Gmail Promotions Gmail sometimes files alerts under the Promotions or Updates tabs, where they are easy to miss. 1. Find a Quantisnow alert in Promotions or Updates. 2. Drag it to the **Primary** tab. 3. When Gmail asks whether to do this for future messages, choose yes. Future alerts will then land in Primary. Adding the sender to your contacts can help with other email providers. ### When to choose email over push Email is good for tickers you want to keep up with but do not need to act on within seconds, and for keeping a searchable record. For breaking news, use [Push notifications](https://www.quantisnow.com/docs/push-notifications). For automation, use [Webhooks](https://www.quantisnow.com/docs/webhooks). You can turn on several channels for the same ticker. ## Digests and product emails These emails are controlled per account under **Email preferences** at the bottom of [/settings](https://www.quantisnow.com/settings). | Email | What it is | | --- | --- | | Daily market digest | One email per trading day summarizing the biggest moves | | Weekly recap | A weekly roundup of the biggest stories from your followed tickers | | Product updates | Occasional announcements about new features, including the monthly digest Quantisnow Monthly, sent on the 1st | ### How to change your email preferences 1. Go to [/settings](https://www.quantisnow.com/settings). 2. Scroll to **Email preferences**. 3. Switch each email on or off. Changes save immediately. The Weekly recap is built from your followed tickers, so follow some first. See [Following tickers](https://www.quantisnow.com/docs/following-tickers). ## How to unsubscribe Every email includes an unsubscribe link at the bottom. Click it to stop that type of email. You can also switch digests off under **Email preferences**, and turn off email alerts by switching off **Email** for each ticker on [/follows](https://www.quantisnow.com/follows). Your account email is shown under **Profile** in [/settings](https://www.quantisnow.com/settings). For account questions see [Account and security](https://www.quantisnow.com/docs/account-and-security). ## FAQ ### Are Quantisnow email alerts free? No. Email alert delivery requires Plus. Any account can manage the Daily market digest, Weekly recap and Product updates emails in Settings. ### Why do email alerts arrive later than push? Email delivery can lag push by a few minutes because of how email is routed. For breaking news, use push notifications in the Quantisnow mobile app. ### Why are my alerts in Gmail Promotions? Gmail sometimes sorts alerts into Promotions or Updates. Move one alert to the Primary tab and confirm, and future alerts will arrive in Primary. ### What is Quantisnow Monthly? Quantisnow Monthly is a monthly digest email sent on the 1st of each month. It is part of the Product updates email, which you can turn off in Settings. ### How do I stop the daily digest? Go to Settings, scroll to Email preferences and switch off Daily market digest, or click the unsubscribe link in any digest email. --- # Company pages: news, filings, ratings and data per ticker > What every /company/ page on Quantisnow shows: quote and chart, latest news, analyst ratings, corporate events, short volume, options, peers and subpages. Source: https://www.quantisnow.com/docs/company-pages Section: Docs / Market data pages Last updated: 2026-10-27 ## Key takeaways - Every covered company has a page at /company/, for example /company/AAPL, with its latest 25 news items, filings and press releases. - The page adds a price chart (1D, 1M, 3M, 1Y), the last 12 analyst ratings, upcoming dividends and splits, 60 days of FINRA short volume, an options snapshot and up to 8 peers. - Category subpages such as /company/AAPL/8-k or /company/AAPL/form-4 filter that company's news to one event type. - The Follow button adds the ticker to your watchlist; following is free and unlimited. A company page is the single place to see everything Quantisnow knows about one ticker. Go to `/company/` (for example [/company/AAPL](https://www.quantisnow.com/company/AAPL)) to see the latest news, SEC filings, analyst ratings, corporate events, short volume, options and peers for that company. You can reach a company page from the header ticker search, the Cmd/Ctrl+K palette (see [Search and keyboard shortcuts](https://www.quantisnow.com/docs/search-and-keyboard-shortcuts)), any ticker badge on a newsitem, or the A-Z directory at [/companies](https://www.quantisnow.com/companies). ## What a company page shows Sections appear only when there is data for them, so smaller companies may show fewer blocks. | Section | What it contains | |---|---| | Header | Ticker, exchange, company name, Sector (links to the sector page), Industry, IPO year, last price and daily change, **Follow** and **Website** buttons | | Description | The company profile, expandable | | Price chart | Ranges **1D**, **1M**, **3M** and **1Y** | | News · 26 weeks | Weekly count of newsitems for the last 26 weeks | | Mix | Breakdown of the last 90 days of news by category | | Latest news | The 25 most recent newsitems, filings and press releases for the ticker | | Analyst ratings | The last 12 analyst actions, with firm, action and price target | | Corporate events | Dividends, splits, reverse splits and spinoffs from the past 90 days and next 180 days | | Short volume | Up to 60 trading days of FINRA Reg SHO daily short volume | | Options | A snapshot of the nearest expirations, linking to the full chain | | Peers | Up to 8 similar companies with market cap and a **vs** link to compare | | Quick links | All news, Earnings history, Dividend history, Insider transactions, 8-K filings, 10-K annual reports and comparisons | | FAQ | Short answers about the company built from the data above | Signed-out visitors see the Short volume and Options blocks partly blurred with a prompt to sign up. A free account shows them in full. ## How to follow a company from its page 1. Sign in (or create a free account at [/signup](https://www.quantisnow.com/signup)). 2. Open the company page and click **Follow**. 3. The button changes to **Following** and a confirmation appears with a link to your follows. Click **Following** again to unfollow. Following is free and unlimited. To be alerted about the ticker, set its alert rules on [/follows](https://www.quantisnow.com/follows). See [Following tickers](https://www.quantisnow.com/docs/following-tickers) and [Alerts](https://www.quantisnow.com/docs/alerts). If you are signed out, **Follow** takes you to sign up and brings you back to the company page afterwards. ## How to read one kind of event for a company Every company has category subpages at `/company//`. Each one shows up to 60 recent items for that company in one category only. | Subpage | Shows | |---|---| | `/company//8-k` | 8-K current reports | | `/company//10-k` | 10-K annual reports | | `/company//10-q` | 10-Q quarterly reports | | `/company//s-1` | S-1 registration statements | | `/company//13d` and /13g | Schedule 13D and 13G ownership filings | | `/company//form-3`, /form-4, /form-5 | Insider ownership filings | | `/company//def-14a` | Proxy statements | | `/company//mergers-acquisitions` | M&A news | | `/company//earnings` and /dividends | Earnings and dividend news | | `/company//analyst-upgrades`, /analyst-downgrades, /coverage-initiated | Analyst actions | | `/company//insider-buys` | Insider purchases | | `/company//leadership-updates` | Executive and board changes | | `/company//offerings` | Stock and debt offerings | | `/company//lawsuits` | Litigation news | | `/company//market-research` | Market research mentions | | `/company//conference-announcements` | Conference and presentation announcements | The same categories exist site-wide at `/categories/`. See [Event categories](https://www.quantisnow.com/docs/event-categories) for what each one includes. If you are new to filings, start with [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings). ## Related pages for a ticker - **All news**: `/news?ticker=` opens the live feed filtered to the company. - **Earnings, dividends, insiders**: `/earnings/`, `/dividends/` and `/insiders/`. See [Market calendars](https://www.quantisnow.com/docs/market-calendars). - **Corporate actions**: `/corporate-actions?ticker=` shows a full year back and forward. - **Options chain**: `/options/`. See [Options chains](https://www.quantisnow.com/docs/options-chains). - **Compare**: `/compare//vs/`. See [Compare, sectors and exchanges](https://www.quantisnow.com/docs/compare-sectors-and-exchanges). ## Data timing News on company pages follows the same rules as the rest of the site: free and signed-out visitors see items on a 3-minute delay, and Plus is real time. Short volume updates after the market close each weekday. Options data is 15-minute delayed indicative data. Nothing on a company page is investment advice. ## FAQ ### How do I find a company page? Type the ticker or company name in the header search or press Cmd/Ctrl+K, or open `/company/` directly. You can also browse every ticker alphabetically at /companies. ### Why is a section missing on a company page? Sections only appear when there is data. A company with no analyst coverage, no options or no upcoming dividends will not show those blocks. ### Does following a company send me alerts? Following adds the ticker to your watchlist. Alerts are set per ticker on /follows, and delivery by email or push requires Plus, and by webhook requires Premium. ### Are company pages real time? News on company pages is real time on Plus and on a 3-minute delay for free and signed-out visitors. Short volume is daily and options data is 15-minute delayed. ### Can I see only one type of filing for a company? Yes. Use a category subpage such as `/company//8-k` or `/company//form-4`, or the Quick links on the company page. --- # Earnings, dividends, insiders, IPOs and corporate actions pages > How the Quantisnow /earnings, /dividends, /insiders, /ipos and /corporate-actions pages work, what each one lists, and how to open the per-ticker version of each. Source: https://www.quantisnow.com/docs/market-calendars Section: Docs / Market data pages Last updated: 2026-10-27 ## Key takeaways - /earnings, /dividends and /insiders are news hubs that collect earnings releases, dividend announcements and Form 4 insider filings as they hit the wire. - Each hub has a per-ticker version at /earnings/, /dividends/ and /insiders/. - /corporate-actions lists cash dividends, stock splits, reverse splits and spinoffs with ex-dates and payable dates. - /ipos groups companies by the year they went public, and /ipos/ ranks that year's listings by market cap. Quantisnow has five pages for scheduled and recurring company events: [/earnings](https://www.quantisnow.com/earnings), [/dividends](https://www.quantisnow.com/dividends), [/insiders](https://www.quantisnow.com/insiders), [/ipos](https://www.quantisnow.com/ipos) and [/corporate-actions](https://www.quantisnow.com/corporate-actions). The first three are news hubs built from the wire. Corporate actions is a dated calendar. IPOs is a directory by listing year. ## Which page to use | Page | Type | What it lists | Per-ticker version | |---|---|---|---| | /earnings | News hub | Earnings releases, results, guidance and earnings call announcements | `/earnings/` | | /dividends | News hub | Dividend declarations, increases and special dividends | `/dividends/` | | /insiders | News hub | SEC Form 4 insider transactions | `/insiders/` | | /corporate-actions | Calendar | Cash dividends, splits, reverse splits, spinoffs with ex and payable dates | `/corporate-actions?ticker=` | | /ipos | Directory | Companies grouped by IPO year | `/ipos/` | The earnings and dividends hubs are lists of announcements per ticker. They are not a structured calendar with consensus estimates. ## Earnings: /earnings [/earnings](https://www.quantisnow.com/earnings) has two parts: - **Companies reporting recently**: chips for up to 24 tickers with the most recent earnings items, each with a count. Click one to open `/earnings/`. - **Latest earnings on the wire**: the newest earnings releases across all companies. `/earnings/` (for example /earnings/MSFT) shows that company's earnings releases in reverse date order. To learn what to look for in a release, read [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) and [Earnings season calendar](https://www.quantisnow.com/guides/earnings-season-calendar). ## Dividends: /dividends [/dividends](https://www.quantisnow.com/dividends) shows **Companies recently paying dividends** and **Latest dividend items**. `/dividends/` shows the company's dividend history as it appeared on the wire. For the exact ex-dividend and payable dates, use /corporate-actions (below). [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) covers what each date means. ## Insider trading: /insiders [/insiders](https://www.quantisnow.com/insiders) collects Form 4 filings: buys, sells and option exercises by officers, directors and 10% owners. It shows **Companies with the most recent insider activity** and **Latest insider transactions on the wire**. `/insiders/` lists every Form 4 for one company. If you only care about purchases, use [/top/insider-purchases](https://www.quantisnow.com/top/insider-purchases) (see [Top lists](https://www.quantisnow.com/docs/top-lists)). Background reading: [Form 4 insider trading explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) and [How to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying). ## Corporate actions: /corporate-actions [/corporate-actions](https://www.quantisnow.com/corporate-actions) is a dated calendar across U.S. markets. Without a ticker it covers the last 14 days and the next 60 days, with these sections: | Section | Contents | |---|---| | Upcoming dividends | Cash dividends with ex-date, payable date and amount | | Stock splits | Forward and reverse splits | | Spinoffs | Spinoff events | | Recent dividends (past) | Dividends whose ex-date has passed | Counters at the top show **Upcoming**, **Dividends**, **Splits** and **Spinoffs**. ### How to see corporate actions for one ticker 1. Open `/corporate-actions?ticker=`, for example /corporate-actions?ticker=KO. 2. The page switches to that company and covers the past year and the next year. 3. Click **View TICKER** to go back to the company page. The company page also shows a short Corporate events block. See [Company pages](https://www.quantisnow.com/docs/company-pages) and [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). ## IPOs: /ipos [/ipos](https://www.quantisnow.com/ipos) lists every IPO year Quantisnow has companies for. Click a year to open `/ipos/` (for example /ipos/2021), which ranks up to 250 companies that went public that year by market cap. Each row links to the company page. This is a directory of listed companies by IPO year, not a forward calendar of upcoming deals. To follow new deals as they are filed, watch S-1 filings in the SEC feed. See [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) and [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle). ## Data timing The news hubs follow the site's feed timing: a 3-minute delay for free and signed-out visitors and real time on Plus. To be alerted when a followed company reports earnings, declares a dividend or files a Form 4, set alert rules on [/follows](https://www.quantisnow.com/follows). See [Alerts](https://www.quantisnow.com/docs/alerts). ## FAQ ### Is /earnings a calendar with EPS estimates? No. /earnings is a hub of earnings announcements as they hit the wire, grouped by ticker. It does not show consensus estimates. ### Where do I find ex-dividend and payable dates? Use /corporate-actions, or `/corporate-actions?ticker=` for one company. It lists cash dividends with ex-date and payable date. ### How far ahead does the corporate actions page look? The all-market view covers the past 14 days and next 60 days. A single-ticker view covers the past year and the next year. ### Can I get alerts for insider buys at companies I follow? Yes. Turn on the Insider trading category in a ticker's alert rules on /follows. Delivery by email or push requires Plus; webhooks require Premium. ### Does /ipos show upcoming IPOs? No. /ipos groups companies that are already public by their IPO year. Watch S-1 filings in the SEC feed for new registrations. --- # Top lists: trending, most active, market cap and latest events > Every Quantisnow /top list explained: what ranks trending insights, most-active companies and market cap, plus the latest insider buys, ratings, FDA and SEC filings. Source: https://www.quantisnow.com/docs/top-lists Section: Docs / Market data pages Last updated: 2026-10-27 ## Key takeaways - The /top hub links to every ranked list and roundup on Quantisnow. - /top/trending ranks the 50 most-read stories by unique readers in the last 24 hours and updates every few minutes. Repeat visits from the same reader count once, and older stories can trend when people read them again. - /top/active-companies ranks the 100 companies with the most wire activity over the last 30 days. - /top/market-cap ranks the 200 largest companies Quantisnow tracks by market capitalization. - Over 20 event lists (analyst moves, insider buys, dividends, buybacks, splits, M&A, offerings, FDA catalysts, delisting notices) cover the last 30 days, with monthly archives at /top///, yearly pages at /top// and RSS at /top//rss.xml. - Dense lists also have sector pages at /top//sector/, and /top/most-shorted and /top/most-followed rank companies. Top lists are quick roundups of what is moving on the wire. Start at [/top](https://www.quantisnow.com/top), which links to every list below plus related browsing pages such as sectors, exchanges and the short volume screener. ## Ranked lists These lists are ordered by a metric, not by time. | List | URL | What drives the ranking | Size | |---|---|---|---| | Top trending insights (24h) | [/top/trending](https://www.quantisnow.com/top/trending) | Live view count on Quantisnow over the last 24 hours | 50 stories | | Most-active companies | [/top/active-companies](https://www.quantisnow.com/top/active-companies) | Number of newsitems mentioning the company over the last 30 days, across press releases, SEC filings, FDA news, analyst ratings and insider trading | 100 companies | | Largest companies by market cap | [/top/market-cap](https://www.quantisnow.com/top/market-cap) | Market capitalization | 200 companies | | Short volume screener | [/screener/short-volume](https://www.quantisnow.com/screener/short-volume) | FINRA daily short % (or another sort you choose) | 100 rows | Trending updates every few minutes. Most-active and market cap are refreshed periodically through the day. The short volume screener has its own page: [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener). ### What "trending" means Trending measures what Quantisnow readers open, not price movement. A story ranks high because many people are reading it right now. It is a useful way to spot the news other traders are paying attention to, but it is not a signal on its own. ### What "most active" means Most-active counts how often a company hits the wire. A company with a burst of filings, ratings changes and press releases will climb even if its share price is flat. Click any ticker to open its [company page](https://www.quantisnow.com/docs/company-pages). ## Event lists Each event list collects one kind of wire event. The main page covers the last 30 days (60 or 90 days for rarer events), and opens with a one-line summary: how many events, how many companies, which tickers had the most and the busiest day. | Group | Lists | |---|---| | Analyst moves | [Upgrades](https://www.quantisnow.com/top/analyst-upgrades), [downgrades](https://www.quantisnow.com/top/analyst-downgrades), [coverage initiations](https://www.quantisnow.com/top/analyst-initiations), [price target raises](https://www.quantisnow.com/top/price-target-raises), [price target cuts](https://www.quantisnow.com/top/price-target-cuts) | | Insiders and filings | [Insider purchases](https://www.quantisnow.com/top/insider-purchases), [IPO filings (S-1, F-1)](https://www.quantisnow.com/top/ipo-filings), [SEC filings](https://www.quantisnow.com/top/sec-filings) | | Corporate actions | [Dividend increases](https://www.quantisnow.com/top/dividend-increases), [dividend cuts](https://www.quantisnow.com/top/dividend-cuts), [buybacks](https://www.quantisnow.com/top/buybacks), [stock splits](https://www.quantisnow.com/top/stock-splits), [reverse splits](https://www.quantisnow.com/top/reverse-splits), [CEO and CFO changes](https://www.quantisnow.com/top/ceo-cfo-changes) | | Deals and capital raising | [M&A](https://www.quantisnow.com/top/mergers-acquisitions), [offerings and dilution](https://www.quantisnow.com/top/stock-offerings), [IPO pricings](https://www.quantisnow.com/top/ipo-pricings) | | Biotech and FDA | [FDA approvals](https://www.quantisnow.com/top/fda-approvals), [complete response letters](https://www.quantisnow.com/top/fda-complete-response-letters), [PDUFA dates](https://www.quantisnow.com/top/pdufa-dates), [clinical trial results](https://www.quantisnow.com/top/clinical-trial-results) | | Distress | [Delisting and bankruptcy notices](https://www.quantisnow.com/top/delisting-bankruptcy-notices) | Price target lists are ranked by the size of the revision; every other event list is newest first. Each row links to the source item and to the company page. ### Monthly archives Every event list except SEC filings has a page per calendar month, for example [/top/insider-purchases/2026/10](https://www.quantisnow.com/top/insider-purchases/2026/10). Archives go back 24 months, link to the previous and next month, and never change once the month has closed. ### Year in review Lists that can be counted month by month also have a yearly page, for example [/top/analyst-upgrades/2025](https://www.quantisnow.com/top/analyst-upgrades/2025). It shows the total for the year, a bar for each month linking to that month's archive, and the 25 companies with the most events. ### RSS feeds Every event list has an RSS feed of its last 30 days at /top//rss.xml, for example [/top/insider-purchases/rss.xml](https://www.quantisnow.com/top/insider-purchases/rss.xml). ### Sector cuts Dense lists (analyst moves, insider purchases, dividend increases, CEO and CFO changes, M&A and offerings) also have a page per sector covering the last 90 days (linked once a sector has at least 5 events), for example [/top/analyst-upgrades/sector/technology](https://www.quantisnow.com/top/analyst-upgrades/sector/technology). ### Rankings - [/top/most-shorted](https://www.quantisnow.com/top/most-shorted) ranks liquid stocks by their latest FINRA daily short volume ratio. - [/top/most-followed](https://www.quantisnow.com/top/most-followed) ranks the tickers Quantisnow users follow most. These pages use the public 3-minute delay for every visitor, including Plus subscribers. For real-time items, open the matching feed on [/news](https://www.quantisnow.com/news) with Plus. See [Live news feed](https://www.quantisnow.com/docs/live-news-feed). Guides that pair well with these lists: [How to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying), [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades), [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained), [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) and [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). ## Other pages linked from /top The /top hub also links to: - [/reports](https://www.quantisnow.com/reports) for the daily premarket movers report. See [Reports and articles](https://www.quantisnow.com/docs/reports-and-articles). - [/sectors](https://www.quantisnow.com/sectors), [/exchanges](https://www.quantisnow.com/exchanges) and [/companies](https://www.quantisnow.com/companies) for browsing. See [Compare, sectors and exchanges](https://www.quantisnow.com/docs/compare-sectors-and-exchanges). - [/categories](https://www.quantisnow.com/categories) for every event category. See [Event categories](https://www.quantisnow.com/docs/event-categories). - [/earnings](https://www.quantisnow.com/earnings), [/dividends](https://www.quantisnow.com/dividends), [/insiders](https://www.quantisnow.com/insiders) and [/ipos](https://www.quantisnow.com/ipos). See [Market calendars](https://www.quantisnow.com/docs/market-calendars). - [/compare](https://www.quantisnow.com/compare) for side-by-side ticker comparisons. ## How to turn a list into alerts Top lists are for browsing. To be told when something happens to a specific company: 1. Click the ticker in any list to open its company page. 2. Click **Follow**. 3. On [/follows](https://www.quantisnow.com/follows), set the ticker's alert categories, for example **Insider trading** or **Analyst ratings**. 4. With Plus, switch on **Email** or **Push** delivery (**Webhook** needs Premium). See [Following tickers](https://www.quantisnow.com/docs/following-tickers) and [Alerts](https://www.quantisnow.com/docs/alerts). ## FAQ ### How often does the trending list update? Every few minutes. It ranks stories by how many people viewed them on Quantisnow in the last 24 hours. ### Are top lists real time for Plus subscribers? No. The event lists on /top use the public 3-minute delay for everyone. Plus subscribers get real-time items in the live feed at /news. ### Does "most active" mean highest trading volume? No. Most-active ranks companies by how many newsitems mention them over the last 30 days, not by share volume. ### How many companies are on the market cap list? The /top/market-cap list shows the 200 largest companies Quantisnow tracks, ranked by market capitalization. --- # Short volume screener: filters, sorting and FINRA data > How to use the Quantisnow short volume screener: market cap buckets, sector and industry filters, sort options, and when the FINRA daily short volume data updates. Source: https://www.quantisnow.com/docs/short-volume-screener Section: Docs / Market data pages Last updated: 2026-10-25 ## Key takeaways - The short volume screener at /screener/short-volume ranks up to 100 U.S.-listed companies by FINRA Reg SHO daily short volume. - Filter by market cap (Mega cap over $200B down to Nano cap under $50M), sector and industry. - Sort by Short % (high to low), Short volume, Total volume or Market cap. - Short volume data updates after the market close each weekday, and the page shows the as-of date. - Daily short volume is not the same as short interest. The short volume screener ranks U.S.-listed companies by how much of their daily volume was reported as short sales. Open [/screener/short-volume](https://www.quantisnow.com/screener/short-volume), choose filters, and the table shows up to 100 matching companies. ## What the data is The screener uses FINRA Reg SHO daily short sale volume. For each company it shows the shares reported as sold short that day, the total reported volume, and the ratio between them (Short %). The line under the title reads **1D · FINRA Reg SHO · as of [date]** so you always know which trading day you are looking at. Short volume updates after the market close each weekday. On weekends and market holidays the page keeps showing the most recent trading day. Daily short volume is not short interest. Short volume counts trades marked short on one day, which includes a lot of routine market-making. Short interest is the total open short position, reported twice a month. Read [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) before drawing conclusions. ## How to use the filters 1. Go to [/screener/short-volume](https://www.quantisnow.com/screener/short-volume). 2. Pick a **Market cap** bucket. 3. Pick a **Sector**, or leave **All sectors**. 4. Pick an **Industry**, or leave **All industries**. The list narrows to industries in the chosen sector. 5. Pick a **Sort by** option. 6. Read the table. Click a ticker to open its company page. Your choices are kept in the page URL (for example /screener/short-volume?marketCap=small&sortBy=short_pct), so you can bookmark or share a screen. ### Market cap buckets | Option | Range | |---|---| | Any market cap | No filter | | Mega cap | Over $200B | | Large cap | $10B to $200B | | Mid cap | $2B to $10B | | Small cap | $300M to $2B | | Micro cap | $50M to $300M | | Nano cap | Under $50M | ### Sort options | Option | Orders by | |---|---| | Short % (high to low) | Short volume divided by total volume (default) | | Short volume | Shares reported short | | Total volume | All reported shares traded | | Market cap | Company size | ## Reading the table | Column | Meaning | |---|---| | # | Rank under the current sort | | Ticker | Links to the company page | | Company | Company name | | Sector | Sector, with the industry below it | | Market cap | Latest market capitalization | | Short | Shares reported as short sales that day | | Total | Total reported volume that day | | Short % | Short divided by Total; values of 60% or more are highlighted | If nothing matches, the page says so. Widen the market cap range or clear the sector filter. ## Short volume on company pages Each company page shows up to 60 trading days of the same FINRA data in a **Short volume** block, which links back to the screener filtered to that company's sector. Signed-out visitors see this block partly blurred; any free account shows it in full. See [Company pages](https://www.quantisnow.com/docs/company-pages). ## Tips - High short % on a single day is common and often means little. Look at the trend over several days on the company page. - Compare within a market cap bucket. Very small companies can show extreme ratios on thin volume. - Pair the screener with news. A spike in short % next to a filing or ratings change is more interesting than one with no catalyst. See [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts). The screener is a data tool, not a recommendation to buy or sell any security. ## FAQ ### When does the short volume screener update? Short volume updates after the market close each weekday using FINRA Reg SHO daily data. The as-of date is shown under the page title. ### Is short volume the same as short interest? No. Short volume counts trades marked short on one day, while short interest is the total open short position reported twice a month. ### How many companies does the screener show? Up to 100 companies that match your filters, ranked by the sort you choose. ### Can I save a screen? Yes. Filters are stored in the page URL, so bookmark or share the URL to come back to the same screen. ### Do I need Plus to use the screener? No. The screener is available to everyone, and a free account shows full short volume history on company pages. --- # Options chains: calls, puts, implied volatility and delta > How to read a Quantisnow options chain at /options/: nearest expirations, calls and puts by strike, IV and delta, and how the 15-minute delayed data works. Source: https://www.quantisnow.com/docs/options-chains Section: Docs / Market data pages Last updated: 2026-10-25 ## Key takeaways - Every optionable U.S. stock or ETF has an options chain page at /options/, for example /options/SPY. - The page shows the nearest expirations with calls and puts side by side around the current price. - Each contract shows last price, delta and implied volatility; header stats show average call IV and put IV. - Data comes from an indicative options feed delayed 15 minutes, and IV and greeks are model-driven. The options chain page shows calls and puts for a ticker's nearest expirations, with implied volatility (IV) and delta for each contract. Open `/options/`, for example [/options/SPY](https://www.quantisnow.com/options/SPY), or start from [/options](https://www.quantisnow.com/options) and pick a symbol. ## How to open a chain 1. Go to [/options](https://www.quantisnow.com/options) and enter a ticker, or click one of the popular symbols. 2. Or open `/options/` directly. 3. Or, on any company page, click the **Options** heading in the sidebar. If a symbol has no options data on the feed, the page says so. ## What the page shows ### Header The header shows the ticker, company name, last price and daily change, and a **View TICKER** button back to the company page. Below it are summary stats: | Stat | Meaning | |---|---| | Expirations | Number of expiration dates loaded | | Contracts | Number of contracts loaded | | Call IV | Average implied volatility across loaded calls | | Put IV | Average implied volatility across loaded puts | ### The chain Each expiration is its own block, nearest first, labeled with the date, days to expiry, and the count of calls and puts. Inside each block: | Left side | Middle | Right side | |---|---|---| | Call · last · Δ · IV | Strike | Put · last · Δ · IV | - **Last** is the last traded price of the contract. - **Δ (delta)** is how much the option price is expected to move for a $1 move in the stock. - **IV** is the implied volatility priced into the contract. - **Strike** rows are centered on the current share price, showing 8 strikes per expiration around the money. - In-the-money contracts are shown in a brighter color than out-of-the-money ones. New to options? Read [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics). ## Data source and timing The chain uses an indicative options feed delayed 15 minutes. IV and greeks are model-driven, so they are estimates, and they can be missing for illiquid strikes (shown as a dash). The page loads the nearest expirations rather than every listed expiration, so far-dated contracts may not appear. Use this page to understand the shape of a chain, not to time an order. Always check live quotes with your broker before trading. ## Options on company pages Company pages include an **Options** block with a compact snapshot of the nearest expirations and a link to the full chain. Signed-out visitors see the chain partly blurred with a prompt to sign up; any free account shows it in full. See [Company pages](https://www.quantisnow.com/docs/company-pages). ## Tips - Compare Call IV and Put IV. A large gap can show where traders are paying up for protection or upside. - Watch IV before scheduled events. IV often rises into earnings or a PDUFA date and falls after. See [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) and [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained). - Pair the chain with news. Follow the ticker and set alerts so you know when a catalyst lands. See [Alerts](https://www.quantisnow.com/docs/alerts). Nothing on this page is investment advice. ## FAQ ### Is the options chain real time? No. It uses an indicative options feed delayed 15 minutes, for every visitor including Plus subscribers. ### Which greeks does the chain show? Each contract shows delta and implied volatility. IV and greeks are model-driven estimates and may be missing for illiquid strikes. ### Why don't I see every expiration or strike? The page loads the nearest expirations and shows 8 strikes per expiration centered on the current price, so far-dated contracts and deep strikes may not appear. ### Do I need an account to see options chains? Signed-out visitors see a partly blurred chain. Any free account shows it in full. --- # Compare stocks and browse by sector, industry and exchange > How to compare two stocks side by side at /compare/A/vs/B and browse Quantisnow companies by sector, industry, exchange or the A-Z directory, with every field explained. Source: https://www.quantisnow.com/docs/compare-sectors-and-exchanges Section: Docs / Market data pages Last updated: 2026-10-25 ## Key takeaways - Compare any two tickers at /compare//vs/, for example /compare/AAPL/vs/MSFT. - The comparison shows price, market cap, 1M and 1Y return, sector, industry, exchange, IPO year, news count over 4 weeks and recent ratings. - /sectors and /industry list every sector and industry, each ranking its companies by market cap. - /exchanges covers NASDAQ, NYSE, NYSE American, NYSE Arca, Cboe BZX and OTC. - /companies is an A-Z directory of every ticker Quantisnow covers. Quantisnow has four ways to browse companies beyond search: side-by-side comparisons, sectors and industries, exchanges, and an A-Z directory. Each company you find links to its [company page](https://www.quantisnow.com/docs/company-pages). ## How to compare two stocks 1. Go to [/compare](https://www.quantisnow.com/compare). 2. Under **Pick two stocks**, search by ticker or company name for each side. 3. The page opens `/compare//vs/`. You can also type the URL directly (for example [/compare/AAPL/vs/MSFT](https://www.quantisnow.com/compare/AAPL/vs/MSFT)), click **vs** next to any peer on a company page, or pick from **Popular comparisons** on /compare. ### What the comparison shows A short written summary comes first. It says whether the two companies share a sector or industry, which is larger and by how much, which performed better over the past year, and which has been more active on the wire. Then a table: | Metric | Meaning | |---|---| | Company | Name and ticker | | Price | Last price and daily change | | Market cap | Market capitalization | | 1M return | Price change over about one month of trading days | | 1Y return | Price change over the past year | | Sector | Sector, linked to the sector page | | Industry | Industry | | Exchange | Listing exchange | | IPO | IPO year | | News (4w) | Newsitems about the company in the last 4 weeks | | Recent ratings | Count of recent analyst ratings | Below the table are both company descriptions and a column of each company's latest news. ## How to browse by sector or industry 1. Go to [/sectors](https://www.quantisnow.com/sectors) to see every sector Quantisnow covers. 2. Click a sector to open `/sectors/`. It ranks up to 200 companies in that sector by market cap and lists the sector's industries. 3. Click an industry to open `/industry/`, which ranks up to 200 companies in that industry by market cap. [/industry](https://www.quantisnow.com/industry) lists every industry directly. The **Sector** chip on any company page links to its sector page. For what sectors and industries mean, read [Sectors and industries](https://www.quantisnow.com/guides/sectors-and-industries). To filter the live feed by sector or industry instead, see [Feed filters](https://www.quantisnow.com/docs/feed-filters). ## How to browse by exchange [/exchanges](https://www.quantisnow.com/exchanges) lists the listing venues Quantisnow covers. Each one has a page that ranks up to 250 of its companies by market cap. | Exchange | URL | |---|---| | NASDAQ | [/exchanges/nasdaq](https://www.quantisnow.com/exchanges/nasdaq) | | NYSE | [/exchanges/nyse](https://www.quantisnow.com/exchanges/nyse) | | NYSE American | [/exchanges/amex](https://www.quantisnow.com/exchanges/amex) | | NYSE Arca | [/exchanges/arca](https://www.quantisnow.com/exchanges/arca) | | Cboe BZX | [/exchanges/bats](https://www.quantisnow.com/exchanges/bats) | | OTC | [/exchanges/otc](https://www.quantisnow.com/exchanges/otc) | Background: [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained). ## How to use the A-Z directory 1. Go to [/companies](https://www.quantisnow.com/companies). 2. Click a letter to open `/companies/` (for example [/companies/a](https://www.quantisnow.com/companies/a)). 3. The page lists every covered company whose ticker starts with that letter. ## Other ranked lists For lists ranked by activity or size across the whole market, see [Top lists](https://www.quantisnow.com/docs/top-lists): [/top/market-cap](https://www.quantisnow.com/top/market-cap) ranks the 200 largest companies and [/top/active-companies](https://www.quantisnow.com/top/active-companies) ranks the 100 most active on the wire. ## FAQ ### How do I compare two stocks on Quantisnow? Open /compare and pick two tickers, or go straight to `/compare//vs/`. The page shows price, market cap, 1M and 1Y return, sector, industry, exchange, IPO year, recent news count and ratings side by side. ### Can I compare more than two stocks at once? No. Comparisons are two tickers at a time. ### How are companies ordered on sector and exchange pages? By market capitalization, largest first. Sector and industry pages show up to 200 companies and exchange pages up to 250. ### Which exchanges does Quantisnow cover? NASDAQ, NYSE, NYSE American, NYSE Arca, Cboe BZX and OTC. --- # Reports and articles: premarket movers and original articles > What you find at Quantisnow /reports and /articles: the daily premarket movers report, original and contributor articles, and how sponsored content is labeled. Source: https://www.quantisnow.com/docs/reports-and-articles Section: Docs / Market data pages Last updated: 2026-10-25 ## Key takeaways - /reports currently publishes one report type, the daily premarket movers report, on weekday mornings before the open. - Each premarket movers report has a short narrative plus lists of top gainers and top losers, each linking to the company page. - /articles holds original articles: some written with AI assistance and some published by outside contributors through /publish. - Paid sponsored links are labeled Sponsored and marked rel="sponsored", and contributors must disclose positions and paid placements. Besides the wire, Quantisnow publishes two kinds of its own content: scheduled market reports at [/reports](https://www.quantisnow.com/reports) and articles at [/articles](https://www.quantisnow.com/articles). ## Reports: /reports Today /reports has one report type: the **premarket movers** report. It is published on weekday mornings before the market opens. Each report has its own page at `/reports//` and contains: | Part | Contents | |---|---| | Title and summary | The date and a one-line overview | | Narrative | A few short paragraphs on what is moving before the open | | Top gainers | Stocks up the most premarket, with price and percent change | | Top losers | Stocks down the most premarket, with price and percent change | Every ticker links to its [company page](https://www.quantisnow.com/docs/company-pages), where you can check the news behind the move. [/reports](https://www.quantisnow.com/reports) lists past reports, newest first. Premarket prices move on thin volume, so treat the list as a starting point for research. [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) explains how to check whether a move has a real catalyst. ## Articles: /articles [/articles](https://www.quantisnow.com/articles) lists articles on U.S. equities: analysis of SEC filings, FDA actions, analyst revisions, sector moves and individual tickers. They come from two places: - **Quantisnow articles**, some of which are written with AI assistance. - **Contributor articles** from independent analysts, research firms, issuers and newsletter writers who publish through [/publish](https://www.quantisnow.com/publish). Every contributor article is reviewed by an editor before it goes live. ### What an article page shows | Part | Contents | |---|---| | Header | **Article** label, publish date, and an amended date if it was edited later | | Title and summary | Headline and one-paragraph summary | | Ticker badges | Each tagged ticker, linking to its company page | | Body | The article text | | Sponsored | A labeled list of paid links, if any are not placed inline | | Sources | Cited sources, opening in a new tab | | Tags | Topic tags | Articles are also distributed to readers who follow the tagged tickers. ## How sponsored content is labeled - **Sponsored links**: buyers can pay to place a link in an existing article. If the anchor text appears in the article it is linked in place; otherwise it appears in a section labeled **Sponsored** under the body. Every paid link is marked `rel="sponsored"`. An article carries at most 3 sponsored links. See [Sponsored links](https://www.quantisnow.com/docs/sponsored-links). - **Disclosures in contributor articles**: authors must disclose any position in a tagged ticker inside the article, and a sponsored or paid article must say so at the top. See [Publishing guidelines](https://www.quantisnow.com/docs/publishing-guidelines). Articles are the views of their authors and are not investment advice. ## How to publish your own article Anyone with an account can submit an article for $150. It is reviewed by an editor before it goes live, and your card is only charged on approval. Start at [/publish/new](https://www.quantisnow.com/publish/new) and read [Publish an article](https://www.quantisnow.com/docs/publish-an-article). If you spot an error in a newsitem on the wire, you can submit a correction instead. See [Amend a newsitem](https://www.quantisnow.com/docs/amend-a-newsitem). ## FAQ ### When is the premarket movers report published? On weekday mornings before the U.S. market opens. Each report lives at its own dated URL under /reports. ### Are Quantisnow articles written by AI? Some Quantisnow articles are written with AI assistance. Others are published by outside contributors and reviewed by an editor before going live. ### How can I tell if a link in an article is paid? Paid links are marked rel="sponsored", and any that are not placed inline appear under a section labeled Sponsored below the article. ### Can I publish an article on Quantisnow? Yes. Submitting an article costs $150, and you are only charged if an editor approves it. Start at /publish/new. --- # RSS feeds: every Quantisnow feed as RSS 2.0 > Subscribe to Quantisnow press releases, SEC filings, analyst ratings, insider trades and FDA news by RSS: feed URLs, item fields, the 3-minute delay and reader setup. Source: https://www.quantisnow.com/docs/rss-feeds Section: Docs / RSS and integrations Last updated: 2026-10-27 ## Key takeaways - Every Quantisnow feed is available as RSS 2.0 at /rss/, for example /rss/sec for SEC filings. - Each RSS feed returns the latest 50 items on a 3-minute delay and needs no account or key. - Each item has a title, a description with the summary, a link to the Quantisnow insight page, a guid and a publish date. - RSS works in readers such as Feedly and Inoreader and in Slack or Discord RSS tools; for real-time delivery use Premium webhooks. Every Quantisnow feed is available as an RSS 2.0 feed at `/rss/`. Paste the URL into any feed reader or RSS tool to follow press releases, SEC filings, analyst ratings, insider trades or FDA news without opening the site. RSS feeds are free, need no account, and run on a 3-minute delay. ## Feed URLs | Feed | RSS URL | Covers | | --- | --- | --- | | Press Releases | [/rss/prs](https://www.quantisnow.com/rss/prs) | Company press releases from the major newswires | | Analyst Ratings | [/rss/analyst-ratings](https://www.quantisnow.com/rss/analyst-ratings) | Upgrades, downgrades, initiations and price targets | | Insider Trading | [/rss/insider-trading](https://www.quantisnow.com/rss/insider-trading) | SEC Forms 3, 4 and 5 and insider buys | | Insider Purchases | [/rss/insider-trading-purchases](https://www.quantisnow.com/rss/insider-trading-purchases) | Insider purchases only | | SEC Filings | [/rss/sec](https://www.quantisnow.com/rss/sec) | Non-insider SEC filings such as 8-K, 10-K, 10-Q and S-1 | | FDA Approvals | [/rss/fda](https://www.quantisnow.com/rss/fda) | FDA newsroom items and approvals | | Leadership Updates | [/rss/leadership-updates](https://www.quantisnow.com/rss/leadership-updates) | Executive and board changes | | Financials | [/rss/financials](https://www.quantisnow.com/rss/financials) | Earnings, earnings dates, dividends, and mergers and acquisitions | | Large Ownership Changes | [/rss/large-ownership](https://www.quantisnow.com/rss/large-ownership) | Schedule 13D and 13G filings | | Offerings | [/rss/offerings](https://www.quantisnow.com/rss/offerings) | Equity and debt offerings | | Lawsuits | [/rss/lawsuits](https://www.quantisnow.com/rss/lawsuits) | Class action, securities and other lawsuits | | Insider purchases, explained | [/rss/insider-purchases-explained](https://www.quantisnow.com/rss/insider-purchases-explained) | Analytical write-ups of recent insider purchases | | All Insights | [/rss/all-insights](https://www.quantisnow.com/rss/all-insights) | Every item on the wire | The full URL is `https://quantisnow.com/rss/`. The index of all feeds is at [/rss](https://www.quantisnow.com/rss). Each feed matches the live feed of the same slug described in [Live news feed](https://www.quantisnow.com/docs/live-news-feed). ## Feed format | Property | Value | | --- | --- | | Format | RSS 2.0, XML | | Items | Latest 50 | | Delay | 3 minutes behind the live wire | | Authentication | None | | Channel title | The feed name followed by "- Quantisnow", for example "SEC Filings - Quantisnow" | | Language | en-us | ### Item fields | Field | Contents | | --- | --- | | title | Headline | | description | Item summary, or the headline when there is no summary | | link | The item's Quantisnow insight page | | guid | Same as link, a permanent URL | | pubDate | Publish time in RFC 822 format, UTC | The insight page linked from each item has the full content and an **Original source** link to the filing or release. ## How to add a feed to Feedly or Inoreader 1. Copy a feed URL, for example https://quantisnow.com/rss/sec. 2. In Feedly or Inoreader, choose the option to add or follow a new source. 3. Paste the URL and confirm. 4. Repeat for each feed you want. Most readers check feeds on their own schedule, which can add more delay on top of the 3 minutes. ## How to post a feed into Slack 1. Install Slack's RSS app in your workspace if it is not already installed. 2. In the channel you want, follow the app's instructions to subscribe to a feed URL, for example https://quantisnow.com/rss/fda. 3. New items post to the channel as the app picks them up. ## How to post a feed into Discord Discord has no built-in RSS support. Add an RSS bot to your server, then give it a Quantisnow feed URL and the channel to post in. Follow the bot's own setup instructions. ## Real-time alternative: webhooks RSS is delayed by 3 minutes and covers whole feeds. If you need items the moment they reach Quantisnow, or only items for your own tickers, use [Webhooks](https://www.quantisnow.com/docs/webhooks) on Premium. Webhooks send a JSON POST per matching item for your followed tickers. See [Integrations and data access](https://www.quantisnow.com/docs/integrations-and-data-access) for every option side by side. ## Tips - **Combine with your reader's filters.** Many readers can filter by keyword, which works well with broad feeds like All Insights. - **Pick narrow feeds for chat channels.** Insider Purchases or FDA Approvals post a manageable number of items; All Insights can be very busy. - **Learn the forms.** If you follow the SEC feed, [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) explains what you are looking at. ## FAQ ### Does Quantisnow have RSS feeds? Yes. Every feed is available as RSS 2.0 at `/rss/`, such as /rss/sec for SEC filings or /rss/analyst-ratings for analyst ratings. ### Are Quantisnow RSS feeds real time? No. RSS feeds run on a 3-minute delay. For real-time delivery, use webhooks, which are part of Premium. ### How many items does each RSS feed include? Each RSS feed returns the latest 50 items, newest first. ### Do I need an account or API key for RSS? No. RSS feeds are public and need no account, login or key. ### Can I get an RSS feed for a single ticker? There are no per-ticker RSS feeds. Follow the ticker and use email or push alerts on Plus, webhooks on Premium, or filter a broad feed in your RSS reader. --- # Integrations and data access: getting Quantisnow data out > Every way to get Quantisnow data into your tools: RSS feeds, Premium webhooks, alerts, the MCP server for AI assistants, Markdown docs and llms.txt. Source: https://www.quantisnow.com/docs/integrations-and-data-access Section: Docs / RSS and integrations Last updated: 2026-10-27 ## Key takeaways - Data leaves the site through RSS feeds, webhooks, email and push alerts, and the MCP server at https://www.quantisnow.com/mcp for AI assistants. There are no API keys. - RSS feeds at /rss/ are free, need no key and run on a 3-minute delay. - Webhooks on Premium send a real-time JSON POST for each news item that matches your followed tickers. - Docs and guides have Markdown versions at the same URL plus .md, and the site publishes /llms.txt and /llms-full.txt for AI tools. - Team plans and programmatic access are available by agreement through contact@quantisnow.com. There are several ways to get Quantisnow news into your own tools, from a free RSS feed to real-time webhooks. The [MCP server](https://www.quantisnow.com/docs/mcp-server) lets AI assistants query the wire with your account. For anything beyond the options below, such as team access or programmatic access, contact contact@quantisnow.com. ## Options at a glance | Option | Plan | Timing | Scope | Format | | --- | --- | --- | --- | --- | | RSS feeds | Free, no account | 3-minute delay | Whole feeds, latest 50 items | RSS 2.0 | | Webhooks | Premium | Real time | Followed tickers and their alert categories | JSON POST | | Email alerts | Plus | Real time, can lag push by a few minutes | Followed tickers | Email | | Push notifications | Plus | Real time | Followed tickers | Mobile push | | MCP server | Any account | Real time on Plus, 3-minute delay on free | News, filings, quotes, short volume, follows | MCP tools for AI assistants | | Markdown docs and llms.txt | Free | Updated with the docs | Docs and guides | Markdown, text | | Programmatic access | By agreement | By agreement | By agreement | By agreement | ## RSS feeds Every feed, from SEC Filings to Analyst Ratings, is available at `/rss/`, for example [/rss/sec](https://www.quantisnow.com/rss/sec). Feeds are RSS 2.0, return the latest 50 items, need no authentication and run on a 3-minute delay. They work in readers like Feedly and Inoreader and in Slack or Discord RSS tools. Use RSS when a short delay is fine and you want whole feeds. Full details in [RSS feeds](https://www.quantisnow.com/docs/rss-feeds). ## Webhooks Webhooks send a JSON POST to your URL for every news item that matches a followed ticker with the **Webhook** channel on. The payload includes url, source, title, companies, published_at, language, category, industries, sectors, tags, related_tickers and summary. Use webhooks for real-time automation: a trading tool, a database, a chat channel through a small relay. Add them on [/alerters](https://www.quantisnow.com/alerters) with Premium. Full reference in [Webhooks](https://www.quantisnow.com/docs/webhooks). ## Email and push alerts Email alerts go to your account email, and push notifications go to phones signed in to the Quantisnow mobile app. They are meant for people rather than systems, but email rules in your mail client can forward or label alerts. See [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests) and [Push notifications](https://www.quantisnow.com/docs/push-notifications). ## Docs and guides for AI tools The documentation and guides are published in formats that AI assistants and other tools can read easily: | Resource | URL | | --- | --- | | Markdown version of any doc | `/docs/.md`, for example [/docs/webhooks.md](https://www.quantisnow.com/docs/webhooks.md) | | Markdown version of any guide | `/guides/.md`, for example [/guides/form-8-k-explained.md](https://www.quantisnow.com/guides/form-8-k-explained.md) | | Docs index in Markdown | [/docs.md](https://www.quantisnow.com/docs.md) | | Guides index in Markdown | [/guides.md](https://www.quantisnow.com/guides.md) | | Site summary for language models | [/llms.txt](https://www.quantisnow.com/llms.txt) | | All docs and guides in one file | [/llms-full.txt](https://www.quantisnow.com/llms-full.txt) | ### How to give an AI assistant the Quantisnow docs 1. Copy the Markdown URL of the doc you need, such as https://quantisnow.com/docs/webhooks.md. 2. Paste it into an assistant that can read URLs, or download it and attach it. 3. For broad questions, use https://quantisnow.com/llms-full.txt, which contains every doc and guide. These files cover documentation and educational guides, not the live news data. ## Programmatic and team access Quantisnow does not issue API keys. AI assistants can use the [MCP server](https://www.quantisnow.com/docs/mcp-server). If you need any of the following, email contact@quantisnow.com with your use case: - Team plans with several users. - Programmatic access to the wire. These are arranged by agreement. ## Choosing the right option - **I want to read filings in my feed reader.** Use RSS. - **I want news for my tickers in Slack or Discord in real time.** Use a webhook with a small relay. See [Webhooks](https://www.quantisnow.com/docs/webhooks). - **I want news for my tickers on my phone.** Use push. See [Push notifications](https://www.quantisnow.com/docs/push-notifications). - **I want an AI tool to understand how Quantisnow works.** Use the .md docs or /llms-full.txt. - **I want bulk or programmatic data.** Email contact@quantisnow.com. ## FAQ ### Does Quantisnow have an API? There are no API keys, but AI assistants and MCP clients can query news, filings, quotes and short volume through the [MCP server](https://www.quantisnow.com/docs/mcp-server). You can also use RSS feeds and Premium webhooks, and bulk programmatic access is available by agreement through contact@quantisnow.com. ### What is the fastest way to get Quantisnow news into my own system? Webhooks on Premium. They send a real-time JSON POST for each item that matches your followed tickers and alert categories. ### Is there a free way to get Quantisnow data? Yes. RSS feeds at `/rss/` are free and need no account. They run on a 3-minute delay and return the latest 50 items. ### What is llms.txt on Quantisnow? /llms.txt is a plain-text summary of the site for language models, and /llms-full.txt contains every doc and guide in one file. Each doc and guide also has a Markdown version at its URL plus .md. ### Can my team share one Quantisnow account? Team plans are available by agreement. Email contact@quantisnow.com with your team size and use case. --- # MCP server: connect Claude and other AI assistants to Quantisnow > Connect Claude, ChatGPT, Cursor or any MCP client to Quantisnow's remote MCP server to search news and SEC filings, pull quotes and short volume, and manage follows. Source: https://www.quantisnow.com/docs/mcp-server Section: Docs / RSS and integrations Last updated: 2026-10-25 ## Key takeaways - Quantisnow runs a remote MCP server at https://www.quantisnow.com/mcp that AI assistants can connect to with your Quantisnow account. - You sign in with OAuth, so there are no API keys to create or paste. - Tools cover company search and profiles, news and filing search, full news items, quotes, daily price history, FINRA short volume, followed companies and your account. - News follows your plan - free accounts see items on the 3-minute delay, Plus accounts get them in real time. Quantisnow has a remote [Model Context Protocol](https://modelcontextprotocol.io) (MCP) server, so an AI assistant like Claude can search the wire, read filings, check quotes and manage your followed tickers on your behalf. Point your MCP client at `https://www.quantisnow.com/mcp`, sign in with your Quantisnow account, and the tools appear in your assistant. ## What is the Quantisnow MCP server? MCP is an open standard that lets AI assistants call tools on external services. The Quantisnow server exposes the same data you see on the site - news, SEC filings, FDA news, analyst ratings, quotes and short volume - as tools an assistant can call while it answers your questions. | Property | Value | | --- | --- | | Server URL | `https://www.quantisnow.com/mcp` | | Transport | Streamable HTTP | | Authentication | OAuth 2.1 with your Quantisnow account (PKCE, dynamic client registration) | | Account needed | Any Quantisnow account, free or Plus | | News delay | 3 minutes on free accounts, real time on Plus | ## How to connect You need a Quantisnow account first. [Sign up](https://www.quantisnow.com/signup) if you do not have one. ### Claude (claude.ai and the desktop app) 1. Open **Settings**, then **Connectors**. 2. Choose **Add custom connector**. 3. Name it Quantisnow and paste `https://www.quantisnow.com/mcp` as the URL. 4. Click **Connect**. A Quantisnow consent screen opens; sign in if asked and approve access. 5. In a chat, enable the Quantisnow connector and ask a question, for example "What did insiders buy at ACME this week?" ### Claude Code Run this in your terminal, then follow the sign-in link it prints: ```bash claude mcp add --transport http quantisnow https://www.quantisnow.com/mcp ``` ### Other MCP clients Any client that supports remote MCP servers over streamable HTTP with OAuth can connect, including ChatGPT connectors, Cursor and VS Code. Add a remote server with the URL above and complete the browser sign-in when the client asks. Clients discover the OAuth endpoints automatically from the server's `/.well-known` metadata, so there is nothing else to configure. ## Available tools | Tool | What it does | | --- | --- | | Search companies | Find US-listed companies by ticker prefix or name | | Get company | Company profile with the latest quote, recent news, recent analyst ratings and upcoming events | | Search news and filings | Search the wire, SEC filings, FDA news and analyst ratings by text, tickers, feed, sectors and date range, newest first (up to 50 per call) | | Get news item | Full text of a news item or filing by id | | Get quotes | Latest price, previous close and daily change for up to 50 tickers | | Get price history | Daily open, high, low, close and volume bars for a ticker | | Get short volume | Daily FINRA short volume, total volume and short percentage for a ticker | | List followed companies | Companies you follow, with their alert settings | | Follow company | Add a company to your followed tickers | | Unfollow company | Remove a company from your followed tickers | | Get account | Your Quantisnow account and whether it has real-time access | The feed filter on news search accepts the same feeds as the [live news feed](https://www.quantisnow.com/docs/live-news-feed), such as SEC filings, FDA, analyst ratings and insider trading. ## Example prompts - "Summarize every 8-K ACME filed in the last month and flag anything under Item 5.02." - "Which of my followed companies had analyst downgrades this week?" - "Compare the short percentage for ACME over the last 20 trading days with its price." - "Follow every company in my portfolio list and tell me which ones had insider purchases recently." Pair the assistant with the [guides](https://www.quantisnow.com/guides) for context, for example [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) or [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest). ## Free vs Plus over MCP The MCP server uses your account's plan. On a free account, news and filing results follow the same 3-minute delay as the site, and the server says so in the tool description. On [Plus](https://www.quantisnow.com/docs/free-vs-plus) results are real time. Follow and unfollow work on any account, and changes show up on [/follows](https://www.quantisnow.com/follows) right away. ## Revoking access Each client you approve gets its own token tied to your account. To cut a client off, remove the Quantisnow connector in that client. If you think a token has leaked, change your Quantisnow password and remove and re-add the connector. ## FAQ ### Is there a Quantisnow MCP server? Yes. Connect any MCP client to https://www.quantisnow.com/mcp and sign in with your Quantisnow account. It works with Claude, Claude Code and other clients that support remote MCP servers with OAuth. ### Do I need an API key to use the Quantisnow MCP server? No. The server uses OAuth, so your client opens a Quantisnow consent screen and you approve access with your normal account. There are no keys to create or store. ### Does the MCP server need Plus? No. Any Quantisnow account can connect. Free accounts get news and filings on the 3-minute delay; Plus accounts get them in real time. ### Can the assistant change anything in my account? It can follow and unfollow companies for you. It cannot change alert delivery, billing or account settings. ### Is the MCP server a replacement for webhooks? No. MCP is for asking questions on demand through an assistant. For push delivery the moment an item hits the wire, use [webhooks](https://www.quantisnow.com/docs/webhooks) or [push notifications](https://www.quantisnow.com/docs/push-notifications). --- # Publish an article on Quantisnow > How to publish an article on Quantisnow for $150: the write, review, pay and editor review steps, every field limit, autosave, formatting, and how the card hold works. Source: https://www.quantisnow.com/docs/publish-an-article Section: Docs / Publishing Last updated: 2026-10-25 ## Key takeaways - Publishing an article on Quantisnow costs a flat $150 per article, with no subscription. - The flow is /publish/new, then the editor, then a review page, then Stripe checkout, then editor review. - Your card is authorized at checkout and only charged if an editor approves the article, usually within two business days. - If the article is not approved, or not reviewed before the hold lapses after about 7 days, the hold is released and you pay nothing. - Articles need a headline of 8 to 220 characters, a summary of 40 to 500 characters, a body of at least 80 words, 1 to 8 tickers and 1 to 6 topic tags. You can publish your own research, commentary or press release on Quantisnow for a flat $150 per article. An editor reviews every article before it goes live, and your card is only charged if it is approved. Approved articles appear on [/articles](https://www.quantisnow.com/articles) and reach readers who follow the tickers you tag. ## Who this is for - Independent analysts publishing equity research - Research firms distributing market commentary - Issuers publishing press releases - Financial newsletter writers cross-posting their work - Reporters covering specific tickers or sectors ## How to publish an article 1. Sign in, or create a free account at [/signup](https://www.quantisnow.com/signup). 2. Go to [/publish/new](https://www.quantisnow.com/publish/new). A new draft is created and the editor opens at `/publish/edit/`. 3. Fill in **Headline**, **Summary**, **Body**, **Tickers**, **Topic tags** and, optionally, **Sources (optional)**. Drafts auto-save as you type. 4. Click **Review and submit**. The review page shows exactly what will go live. Use **Back to editor** to change anything. 5. Under **Pay publishing fee**, continue to Stripe checkout. $150 is held on your card, not charged. 6. An editor reviews the article, usually within two business days. You get an email either way. 7. If approved, your card is charged and the article goes live. If not approved, the hold is released and you pay nothing. By submitting you agree to the [content guidelines](https://www.quantisnow.com/publish/guidelines) and [publishing terms](https://www.quantisnow.com/publish/terms). The short version is in [Publishing guidelines](https://www.quantisnow.com/docs/publishing-guidelines). ## Field rules | Field | Rule | |---|---| | Headline | 8 to 220 characters. Specific and concrete, no clickbait. | | Summary | 40 to 500 characters. One paragraph, shown in listings and as the page description. | | Body | At least 80 words. A live word count shows under the editor. | | Tickers | 1 to 8 tickers. Uppercase symbols, for example AAPL or BRK.B. | | Topic tags | 1 to 6 tags, each 2 to 30 characters. Stored in lowercase. | | Sources (optional) | Up to 12 sources, each a URL starting with http:// or https:// plus a title. | The editor tells you what is missing before you can continue, for example "Headline is too short." or "Tag at least one ticker." ## Formatting The body editor supports: - Headings (H2, H3, H4) - Paragraphs and line breaks - Bold, italic, underline and strikethrough - Inline code and code blocks - Block quotes - Bulleted and numbered lists - Links - Horizontal rules Anything else, such as images, tables, embeds or custom styling, is removed when the draft is saved. Use H2 sections to structure longer pieces and cite your sources in the Sources list. ## Autosave and drafts The editor saves automatically shortly after you stop typing. The status line reads **Saving...**, then **Saved** with the time. You can close the tab and come back: unfinished drafts are listed on [/publish/orders](https://www.quantisnow.com/publish/orders) as **Draft** with a "continue editing" link. See [My orders](https://www.quantisnow.com/docs/my-orders). ## Payment and the card hold | Step | What happens to your card | |---|---| | Checkout | $150 is authorized (held) through Stripe. Card details never touch Quantisnow servers. | | In review | The hold stays in place. Nothing is charged. | | Approved | The hold is captured and the article goes live. | | Not approved | The hold is released. You pay nothing. | | Not reviewed in time | The hold releases automatically after about 7 days. You pay nothing. | Fees are non-refundable once the article is live, except where required by law. Articles removed later for breaking the guidelines are also non-refundable. ## After approval When the article is live, the status page at `/publish/success/` shows **Your article is live** with a **View article** button. The article gets: - A permanent URL at `/articles/` - A listing on [/articles](https://www.quantisnow.com/articles) - Ticker badges linking to each company page - Distribution to readers following any of the tickers you tagged - Source citations rendered as outbound links You keep the copyright. Quantisnow gets a non-exclusive license to display and distribute it. To correct an error in a newsitem on the wire, see [Amend a newsitem](https://www.quantisnow.com/docs/amend-a-newsitem). If you publish dozens of items a week, email contact@quantisnow.com about a feed integration and bulk pricing. ## FAQ ### How much does it cost to publish an article on Quantisnow? A flat $150 per article, with no subscription or monthly minimum. You are only charged if an editor approves it. ### How long does editor review take? Usually within two business days. You get an email when the article is approved or not approved. ### What happens if my article is rejected? The hold on your card is released and you are not charged. If the editor left a note, it appears on the status page, and you can submit a revised version. ### Can I add images or tables to my article? No. The editor supports headings, paragraphs, bold, italic, lists, quotes, code, links and horizontal rules. Other formatting is removed. ### Is my draft saved if I leave the page? Yes. Drafts auto-save as you type and stay on /publish/orders as Draft until you submit them. --- # Amend a newsitem: correct errors on the wire > How to correct any Quantisnow newsitem for $100 per change set: find it by ticker or headline, edit the fields, pay by card hold, and wait for editor approval. Source: https://www.quantisnow.com/docs/amend-a-newsitem Section: Docs / Publishing Last updated: 2026-10-25 ## Key takeaways - Anyone with an account can submit a correction to any newsitem on Quantisnow for a flat $100 per change set. - Find the newsitem by ticker or headline words, then edit the title, summary, body or tagged tickers. - Your card is held at checkout and only charged if an editor approves the change, usually within two business days. - The amended newsitem keeps its original URL and publish date. Newsitems on Quantisnow come from external sources and sometimes contain errors: a wrong ticker, a garbled headline, a body cut off mid-sentence. You can submit a correction to any newsitem for a flat $100 per change set. An editor reviews it before it goes live, and you are only charged if it is approved. ## When to amend - A wrong ticker is tagged on a press release - The headline was mangled during import - The body is cut off or missing key context - An issuer wants to add a clarifying note to its own press release - An analyst, IR firm or reporter spotted a factual error worth fixing on the public record ## How to amend a newsitem 1. Sign in, or create a free account at [/signup](https://www.quantisnow.com/signup). 2. Go to [/publish/amend](https://www.quantisnow.com/publish/amend) and click **Find a newsitem to amend**, or open [/publish/amend/find](https://www.quantisnow.com/publish/amend/find) directly. 3. Search by ticker or by words from the headline, then pick the newsitem. 4. The editor opens with the current title, summary, body and tickers loaded, and the original source listed under Sources. Make your changes. 5. Click **Review and pay amendment**. Check the preview, or go **Back to editor**. 6. Under **Pay amendment fee**, continue to Stripe checkout. $100 is held on your card, not charged. 7. An editor reviews the change, usually within two business days. You get an email either way. 8. If approved, your card is charged and the edits go live. If not, the hold is released and you pay nothing. ## What you can change | Field | Editable | Rules | |---|---|---| | Title | Yes | 8 to 220 characters | | Summary | Yes | 40 to 500 characters | | Body | Yes | At least 80 words, same formatting as articles | | Tickers | Yes | 1 to 8 tickers | | Topic tags | Yes | 1 to 6 tags, 2 to 30 characters each | | Sources | Yes | Up to 12; the original source is pre-filled | | URL | No | The newsitem keeps its original URL | | Publish date | No | The newsitem keeps its original date | Because the URL and date stay the same, anyone who already linked to the newsitem lands on the corrected version. See [Publish an article](https://www.quantisnow.com/docs/publish-an-article) for the full field and formatting rules. ## Pricing | Item | Price | |---|---| | Amendment | $100 per change set, not per word | One change set is everything you submit in one checkout. If you need another fix after it goes live, submit a new amendment. ## The card hold - **At checkout**: $100 is authorized through Stripe. Nothing is charged. - **Approved**: the hold is captured and the change goes live. - **Not approved**: the hold is released. Any editor note appears on the status page. - **Not reviewed in time**: the hold releases automatically after about 7 days. Track every amendment on [/publish/orders](https://www.quantisnow.com/publish/orders). See [My orders](https://www.quantisnow.com/docs/my-orders). ## What editors reject Editors check that a correction is accurate and honest. Edits that misrepresent the original source, change material facts dishonestly or try to move sentiment are not approved, and repeat offenders lose publishing access. See [Publishing guidelines](https://www.quantisnow.com/docs/publishing-guidelines). ## FAQ ### How much does it cost to amend a newsitem? A flat $100 per change set. You are only charged if an editor approves the amendment. ### Do I need to own the press release to amend it? No. Anyone signed in can submit a correction to any newsitem. Every amendment is reviewed by an editor before it goes live. ### Will the newsitem URL change after an amendment? No. The newsitem keeps its original URL and publish date, so existing links keep working. ### How long until my correction is live? An editor usually reviews amendments within two business days. The change goes live as soon as it is approved. --- # Sponsored links: place a paid link in a Quantisnow article > How sponsored link placements work on Quantisnow: tiers from $99 by readership, URL and anchor text rules, placement, editor review, rel sponsored and health checks. Source: https://www.quantisnow.com/docs/sponsored-links Section: Docs / Publishing Last updated: 2026-10-25 ## Key takeaways - A sponsored link is a one-time paid link to your site inside an existing Quantisnow article, priced from $99. - The price depends on the article's unique readers over the trailing 30 days: $99 for any article, $149 at 100+ readers, $249 at 1,000+ and $399 at 5,000+. - The price is locked at checkout, your card is only charged if an editor approves the link, and each article holds at most 3 sponsored links. - Every paid link is marked rel="sponsored" and labeled for readers, and live links are checked weekly. A sponsored link places a link to your site inside an existing Quantisnow article for a one-time fee from $99. An editor reviews every link before it goes live, and your card is only charged if it is approved. Start at [/publish/links](https://www.quantisnow.com/publish/links). ## Pricing The price is set by how many unique readers the article had over the trailing 30 days. It is shown next to each article and locked when you check out, so it does not change while your link is in review. | Article readers (last 30 days) | Tier | Price per link | |---|---|---| | Any | Standard | $99 | | 100+ | Popular | $149 | | 1,000+ | High traffic | $249 | | 5,000+ | Top article | $399 | The fee is one-time. Approved links stay live for the life of the article. ## How to place a sponsored link 1. Go to [/publish/links](https://www.quantisnow.com/publish/links). 2. Under **Choose an article**, search article titles and find one relevant to the page you want to link. 3. Click **Place link · $price** (the tier price) next to the article. Sign in if asked. 4. The order page shows the article, how many of its 3 sponsored slots are open, its tier, its readers in the last 30 days and the price. 5. Fill in **Target URL**, **Anchor text** and, optionally, **Note to the editor (optional)**. 6. Tick the box to agree to the guidelines and terms. 7. Click **Continue to payment · $price** (the tier price). Stripe places a hold on your card. 8. An editor reviews the link, usually within two business days. You get an email either way. 9. Approved: the hold is captured and the link goes live. Rejected: the hold is released and you pay nothing. If you cancel at checkout, you return to the order page and nothing is charged. ## Input rules | Field | Rules | |---|---| | Target URL | Required. Up to 2,048 characters. Must start with http:// or https://, use a public hostname and contain no username or password. | | Anchor text | Required. 2 to 80 characters of plain text. | | Note to the editor | Optional. Up to 500 characters. | ### Blocked destinations Links to these hosts, including their subdomains, are refused at checkout: - quantisnow.com - Link shorteners: bit.ly, tinyurl.com, t.co, goo.gl, ow.ly, is.gd, buff.ly, cutt.ly, rebrand.ly Link to the real destination page so the editor can review it. ## Where the link appears - **Inline**: if your anchor text already appears in the article, that phrase becomes the link. The form tells you "Found in the article: this phrase will be linked in place." - **Sponsored note**: if the phrase is not in the article, the link appears in a section labeled **Sponsored** under the article body. To get an inline link, copy a phrase from the article into Anchor text. ## Placement rules - Each article carries at most 3 sponsored links. When all slots are taken, the article shows no slots left and you need to pick another. - Every paid link is marked `rel="sponsored"`, as search engines require, and is labeled as sponsored for readers. - Editors approve relevant, working pages and reject link shorteners, redirects, gambling, adult content, malware, unlicensed financial products and anything misleading. See [Publishing guidelines](https://www.quantisnow.com/docs/publishing-guidelines). ## Weekly health checks Every live sponsored link is checked once a week. Links whose page no longer loads, or that now redirect to a different site, are flagged for an editor. A live link can be removed if its destination changes to something that would not have been approved. Fees are non-refundable once the link is live. ## Tracking your links Each link has a status page at `/publish/links/status/`, and all of them are listed under **Sponsored links** on [/publish/orders](https://www.quantisnow.com/publish/orders). | Status | Meaning | |---|---| | Confirming payment | Waiting for Stripe to confirm the hold. Refresh in a few seconds. | | In review | Your card has a hold, not a charge. | | Live | The link is live and your card was charged. | | Not approved | The hold was released and you were not charged. | | Expired | The hold lapsed before review finished (about 7 days). You were not charged. | | Removed | The link was taken down. | | Needs attention | Something went wrong; Quantisnow follows up by email. | See [My orders](https://www.quantisnow.com/docs/my-orders). ## FAQ ### How much does a sponsored link cost? From $99 per link. The price rises with the article's unique readers over the last 30 days: $149 at 100+, $249 at 1,000+ and $399 at 5,000+. It is locked at checkout. ### Are sponsored links nofollow? Every paid link is marked rel="sponsored", which is the attribute search engines ask for on paid links, and it is labeled as sponsored for readers. ### How many sponsored links can one article have? At most 3. If all slots are taken, choose another article. ### Can I use a bit.ly or other short link? No. Link shorteners and quantisnow.com links are refused. Use the full destination URL. ### What happens if my link is rejected? The hold on your card is released and you pay nothing. Any editor note appears on the link's status page. --- # Publishing guidelines and terms: what Quantisnow accepts > What content Quantisnow accepts and rejects for articles, amendments and sponsored links, plus ticker tagging, disclosure rules, licensing, refunds and removal requests. Source: https://www.quantisnow.com/docs/publishing-guidelines Section: Docs / Publishing Last updated: 2026-10-25 ## Key takeaways - Quantisnow accepts equity research, market commentary, press releases, analyst notes, earnings and regulatory recaps, and original reporting on U.S.-listed companies. - Pump-and-dump promotions, misleading headlines, plagiarized or AI-rewritten content, off-topic pieces and unlawful content are not allowed. - Only tag tickers the article materially affects, disclose positions in tagged tickers, and state at the top if the article is sponsored. - You keep copyright and grant Quantisnow a non-exclusive license; fees are non-refundable once content is live. - Removal requests for your own article take effect within 5 business days and are not refunded. Articles published on Quantisnow reach retail investors who follow the tickers you tag, so the bar is high. These rules apply to articles, amendments and sponsored links. They summarize the full [publishing guidelines](https://www.quantisnow.com/publish/guidelines) and [publishing terms](https://www.quantisnow.com/publish/terms), which are in addition to the site [terms of use](https://www.quantisnow.com/terms-of-use). ## What we accept - Equity research, market commentary and sector deep dives - Issuer press releases and corporate disclosures - Analyst notes, ratings and price target changes - Earnings recaps, regulatory filings and FDA decisions - Original reporting on U.S.-listed companies ## What we don't allow - Pump-and-dump promotions, or paid stock recommendations without disclosure - Misleading headlines that don't match the body - Plagiarized or AI-rewritten content from other publications - Content unrelated to public markets or to the tickers tagged - Personal attacks, doxxing, or content that breaks the law ## How to tag tickers Only tag tickers that are materially affected by the article. Each article takes 1 to 8 tickers. Tagging unrelated tickers for traffic gets the article removed and can get you banned from publishing. ## Disclosure rules | Situation | What you must do | |---|---| | You, or anyone with editorial control, holds a position in a tagged ticker | Disclose it inside the article | | The article is sponsored or a paid placement | Say so at the top of the article | ## Amendment rules Corrections must be accurate and honest. Edits that misrepresent the original source, change material facts dishonestly or try to manipulate sentiment are not approved, and repeat offenders are blocked from publishing. See [Amend a newsitem](https://www.quantisnow.com/docs/amend-a-newsitem). ## Sponsored link rules Editors approve links to relevant, working pages. They reject: - Link shorteners and redirects - Gambling and adult content - Malware - Unlicensed financial products - Anything misleading Every paid link is marked `rel="sponsored"` and labeled as sponsored for readers. A live link can be removed if its destination changes to something that would not have been approved. See [Sponsored links](https://www.quantisnow.com/docs/sponsored-links). ## How editorial review works 1. You submit and authorize the fee at checkout. Your card is held, not charged. 2. An editor reviews the submission before it goes live, usually within two business days. 3. Approved: you are charged and it goes live. Not approved: the hold is released and you pay nothing. If the editor leaves a note, it appears on the status page. 4. If a submission is not reviewed before the hold lapses (about 7 days), the hold releases automatically. Quantisnow can also remove published content that breaks these guidelines. Repeat violations lose publishing privileges. ## How rejected links happen The most common reasons a sponsored link is not approved: - The target is a link shortener or a redirect - The page does not load - The destination is not relevant to the article - The destination falls in a rejected category above You are not charged for a rejected link. Pick a better match and submit again. ## Terms highlights | Topic | Rule | |---|---| | Copyright | You keep copyright in your article. | | License | You grant Quantisnow a worldwide, royalty-free, non-exclusive license to display, syndicate, excerpt and link to the article on the site, RSS feeds, email digests and partner distribution channels. | | Originality | You confirm the article is your original work or that you have full rights to publish it. | | Fees | $150 per article, $100 per amendment change set, sponsored links from $99. Charged only on approval. | | Refunds | Fees are non-refundable once the content is live, except where required by law. Content removed for breaking the guidelines is non-refundable. | | Removal requests | Email contact@quantisnow.com to remove your own article. Removals take effect within 5 business days and are not refunded. | | Edits | Quantisnow may remove or edit any submission that breaks the guidelines or the law. | | No investment advice | Published articles are the views of their authors, not Quantisnow. Nothing on the platform is investment advice. | ## FAQ ### Can I publish a press release on Quantisnow? Yes. Issuer press releases and corporate disclosures are accepted. Tag only the tickers the release materially affects. ### Can I publish AI-written content? Content that is plagiarized or AI-rewritten from other publications is not allowed. Your article must be your original work or something you have full rights to publish. ### Do I have to disclose that I own the stock? Yes. If you or anyone with editorial control holds a position in a tagged ticker, disclose it inside the article. ### Can I get a refund after my article is live? No. Fees are non-refundable once content is live, except where required by law. You are never charged for submissions that are rejected or not reviewed. ### How do I remove my own article? Email contact@quantisnow.com. Removals take effect within 5 business days and are not refunded. --- # My orders: track articles, amendments and sponsored links > How to use /publish/orders on Quantisnow to track your articles, amendments and sponsored links, what each status label means, and when your card is charged. Source: https://www.quantisnow.com/docs/my-orders Section: Docs / Publishing Last updated: 2026-10-25 ## Key takeaways - /publish/orders lists every article, amendment and sponsored link you have submitted, with price, date and status. - Items In review have a hold on your card and are only charged if an editor approves them. - Drafts and unpaid items link back to the editor so you can continue where you left off. - Not approved and Expired items were never charged. [/publish/orders](https://www.quantisnow.com/publish/orders) is your list of everything you have submitted through [/publish](https://www.quantisnow.com/publish): articles, amendments and sponsored links. Each row shows the title or anchor text, the type, the price, the date and a status label. You need to be signed in. ## What the page shows The page has two lists. ### Articles and amendments Each row shows the headline (or **Untitled draft**), **Article** or **Amendment**, the price, the last update date and the status. Click a row: - **Draft** or **Not paid**: opens the editor at `/publish/edit/`, marked "continue editing". - Any other status: opens the status page at `/publish/success/`. Use **New article** to start another one. See [Publish an article](https://www.quantisnow.com/docs/publish-an-article) and [Amend a newsitem](https://www.quantisnow.com/docs/amend-a-newsitem). ### Sponsored links Each row shows the anchor text, the article it is on, the price, the date, the target URL and the status. Click a row to open `/publish/links/status/`. Use **Place a link** to start another. See [Sponsored links](https://www.quantisnow.com/docs/sponsored-links). ## Status labels | Label | Meaning | Charged? | |---|---|---| | Draft | Saved but not submitted. Continue editing any time. | No | | Not paid | Checkout was started but payment is not confirmed. Continue editing or check out again. | No | | In review | Your card has a hold. An editor is reviewing, usually within two business days. | Not yet | | Publishing | Approved and paid. Going live, usually within seconds. | Yes | | Live | Published, or the link is live. | Yes | | Not approved | An editor did not approve it. The hold was released. | No | | Expired | Review did not finish before the hold lapsed (about 7 days). | No | | Removed | Taken down after going live. | Yes (non-refundable) | | Cancelled | Cancelled before going live. | No | | Needs attention | Something went wrong after payment. Quantisnow has been notified and will follow up. You will not be charged twice. | Varies | ## What the status page tells you The status page for each order repeats the label and adds the next step: - **In review**: "Your card has a hold, not a charge." You get an email when the editor decides. - **Live**: a **View article** or **View newsitem** button to see it on the site. - **Not approved**: any editor note, and a link to submit a revised version. - **Expired**: you were not charged; submit again if you still want it. - **Pending payment**: if you completed checkout, wait a few seconds and refresh. ## How to resubmit something that was not approved 1. Open the order from [/publish/orders](https://www.quantisnow.com/publish/orders). 2. Read the editor note, if there is one. 3. Click **Submit a revised version** (articles and amendments) or **Place another link** (sponsored links). 4. Fix the issue and check out again. A new hold is placed and reviewed as a new order. ## High-volume publishers If you are a wire service, IR firm or research platform sending dozens of items per week, email contact@quantisnow.com about a feed integration and bulk pricing instead of submitting one by one. ## FAQ ### Where can I see my submitted articles? Go to /publish/orders. It lists every article, amendment and sponsored link you have submitted, with its status. ### Was I charged for an order that says In review? No. In review means your card has a hold, not a charge. You are only charged if the editor approves it. ### What does Expired mean? The editor review did not finish before the card hold lapsed, after about 7 days. You were not charged and can submit again. ### What should I do if an order says Needs attention? Nothing right away. Quantisnow has been notified and will follow up by email, and you will not be charged twice. You can also email contact@quantisnow.com. --- # Plans and billing: Free and Plus, payment and cancellation > Quantisnow plans and billing: Free vs Plus at $59.99 a month, how to subscribe, use a promo code, update your card, get invoices, cancel and what happens after. Source: https://www.quantisnow.com/docs/plans-and-billing Section: Docs / Account and billing Last updated: 2026-10-27 ## Key takeaways - Quantisnow has a free account and one paid plan, Plus, at $59.99 per month, billed monthly with no free trial. - Plus makes feeds real time and turns on alert delivery by email and push; free accounts see feeds on a 3-minute delay. - Subscribe at /pricing; promo codes are accepted at checkout and payments are processed by Stripe. - Cancel any time in Settings > Billing > Manage billing; you keep Plus until the end of the paid cycle. - Subscriptions are non-refundable, including partial months. Quantisnow has two plans: a free account and Plus at $59.99 per month. Plus is billed monthly through Stripe, has no free trial, and can be cancelled any time. ## Free vs Plus at a glance | | Free account | Plus | |---|---|---| | Price | $0 | $59.99 per month | | Feed timing | 3-minute delay, refreshes about every 30 seconds | Real time, refreshes about every 3 seconds | | Follow tickers | Unlimited | Unlimited | | Alert rules per ticker | Yes | Yes | | Alert delivery (email, push) | No | Yes | | Webhooks | No | No (Premium) | | Feed density Compact and Dense | No | Yes | | Squawk (text-to-speech) | No | Yes | | Beep sound | Yes | Yes | | Insight articles | Unlimited | Unlimited | | RSS feeds | Yes (3-minute delay) | Yes (3-minute delay) | Webhooks are on Premium: $340 per month or $3,588 per year, with everything in Plus plus up to 5 webhook URLs. Plus subscribers can upgrade in place from [/pricing](https://www.quantisnow.com/pricing) or [/alerters](https://www.quantisnow.com/alerters); the change is prorated and the billing date stays the same. See [Webhooks](https://www.quantisnow.com/docs/webhooks). Signed-out visitors also see the 3-minute delay and can read 2 full insight articles per 7 days. The full comparison is in [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). ## How to subscribe to Plus 1. Create a free account at [/signup](https://www.quantisnow.com/signup), or sign in. After signing up you land on [/pricing](https://www.quantisnow.com/pricing). 2. On [/pricing](https://www.quantisnow.com/pricing), choose Plus. You can also click **Upgrade** under **Billing** in [/settings](https://www.quantisnow.com/settings). 3. Complete Stripe checkout. If you have a promo code, enter it there. 4. Plus starts right away. Turn on delivery channels on [/follows](https://www.quantisnow.com/follows) and [/alerters](https://www.quantisnow.com/alerters). See [Alerts](https://www.quantisnow.com/docs/alerts). Card details are handled by Stripe and never touch Quantisnow servers. ## How billing works - Plus is $59.99 per month, charged on the same day each month, starting the day you subscribe. - Plus is monthly only. There is no free trial. - Promo codes are accepted at checkout. Referral credit you have earned comes off your next invoice automatically. See [Referral program](https://www.quantisnow.com/docs/referral-program). ## How to update your card or download invoices 1. Go to [/settings](https://www.quantisnow.com/settings). 2. Under **Billing**, click **Manage billing**. 3. The Stripe billing portal opens. Update your payment method or download past invoices there. ## How to cancel Plus 1. Go to [/settings](https://www.quantisnow.com/settings). 2. Under **Billing**, click **Manage billing**. 3. In the Stripe portal, cancel your subscription. You keep full Plus access until the end of the cycle you already paid for. After that your account drops back to free: feeds return to the 3-minute delay and alert delivery stops. ## Refunds Subscriptions are non-refundable, including partial months and unused time. When you cancel you are not charged again, but the current month is not refunded. Publishing fees for articles, amendments and sponsored links are separate from Plus and have their own rules. See [Publish an article](https://www.quantisnow.com/docs/publish-an-article). ## Teams and programmatic access Team plans and programmatic access are available by agreement. Email contact@quantisnow.com with your use case. AI assistants can use the [MCP server](https://www.quantisnow.com/docs/mcp-server) on any plan; see [Integrations and data access](https://www.quantisnow.com/docs/integrations-and-data-access). ## FAQ ### How much does Quantisnow Plus cost? $59.99 per month, billed monthly through Stripe. There is no annual plan and no free trial. ### Is there a free trial? No. The free account lets you use the site on a 3-minute delay, follow unlimited tickers and set alert rules before you subscribe. ### How do I cancel my subscription? Go to Settings, then Billing, then Manage billing, and cancel in the Stripe portal. You keep Plus until the end of the paid cycle. ### Can I get a refund? No. Subscriptions are non-refundable, including partial months. ### Can I use a promo code? Yes. Enter it at Stripe checkout when you subscribe. --- # Referral program: a free month of Plus per referral > How the Quantisnow referral program works. Share your link from Settings and get a free month of Plus as account credit for every trader who subscribes. Source: https://www.quantisnow.com/docs/referral-program Section: Docs / Account and billing Last updated: 2026-10-28 ## Key takeaways - Every Quantisnow account has a personal referral link in Settings, under Refer a trader. - When a trader you refer subscribes and stays subscribed for 14 days, you get a free month of Plus ($59.99) as account credit. - Credit comes off your next invoice automatically. Up to 12 free months in any 12 months. - Settings shows how many people signed up through your link, how many subscribed and the credit you have earned. The Quantisnow referral program gives you a free month of Plus for every trader you bring in. There is no separate affiliate signup: your link is already in your account. Details are on [/referral](https://www.quantisnow.com/referral). ## The terms | | | |---|---| | Your reward | One free month of Plus ($59.99) as account credit, per referred subscriber | | When it lands | 14 days after their first paid subscription goes active | | Where it goes | Off your next Quantisnow invoice, automatically | | Attribution window | 60 days from the click on your link | | Cap | 12 free months in any 12 months | | What they pay | The regular price | ## How to get your referral link 1. Sign in and open [Settings](https://www.quantisnow.com/settings). 2. Under **Refer a trader**, click **Copy link**. 3. Share it wherever your audience reads: a post, a Discord server, a newsletter or a podcast. ## How a referral counts 1. Someone opens your link. We remember the link on their device for 60 days. 2. They create a new Quantisnow account in that window. Existing accounts cannot be referred. 3. They subscribe to Plus or Premium. 4. After their subscription has been active for 14 days, your credit is added. If they cancel or are refunded before the 14 days are up, the referral does not earn credit. ## How the credit works - Credit is stored on your Quantisnow billing account and is applied to your next invoice, Plus or Premium. - If you are on the free plan, the credit waits and comes off your first invoice when you subscribe. - Credit is not cash and cannot be withdrawn or transferred. ## FAQ ### How much do I get per referral? One free month of Plus, worth $59.99, for every referred trader who subscribes and stays past 14 days. ### Do I need a paid plan to refer people? No. Free accounts have a referral link too. Your credit is used when you subscribe. ### Does the person I refer get a discount? No. They subscribe at the regular price. Promo codes can still be entered at checkout. ### Where do I see my referrals? In [Settings](https://www.quantisnow.com/settings), under Refer a trader: people who signed up, people who subscribed, rewards and credit earned. ### Can I refer myself? No. Self-referrals and accounts you control do not count. Questions? Email contact@quantisnow.com. --- # Account and security: sign up, sign in, passwords and deletion > How to create a Quantisnow account, confirm your email with a 6-digit code, sign in, reset a forgotten password, switch dark or light mode and delete your account. Source: https://www.quantisnow.com/docs/account-and-security Section: Docs / Account and billing Last updated: 2026-10-25 ## Key takeaways - Sign up at /signup with your email and a password of at least 8 characters, then enter the 6-digit code sent to your email. - If you forget your password, use Forgot? on the sign-in page to get a reset code by email and set a new password. - Sessions stay signed in for up to 30 days on the same browser. - Choose Dark or Light under Appearance in Settings. - There is no self-serve delete button; email support@quantisnow.com from your account email to delete your account. A Quantisnow account is free and only needs an email address and a password. This page covers creating an account, signing in, resetting your password, appearance settings and deleting your account. ## How to create an account 1. Go to [/signup](https://www.quantisnow.com/signup). 2. Enter your **Email** and a **Password** of at least 8 characters. 3. Click **Create account**. 4. Check your inbox for a 6-digit code. Enter it in **Verification code** and click **Confirm & sign in**. 5. You are signed in and taken to [/pricing](https://www.quantisnow.com/pricing), where you can stay on the free account or subscribe to Plus. If the code does not arrive, check your spam folder. To try a different address, click **Use a different email**. ### Confirming an account later If you closed the page before entering the code, go to [/confirm](https://www.quantisnow.com/confirm), enter your **Email** and the 6-digit **Code**, and click **Confirm account**. ## How to sign in 1. Go to [/login](https://www.quantisnow.com/login). 2. Enter your **Email** and **Password**. 3. Click **Sign in**. You stay signed in for up to 30 days on the same browser. After that, or if you clear your cookies, sign in again. ## How to reset a forgotten password 1. On [/login](https://www.quantisnow.com/login), click **Forgot?** next to the password field (or go to [/forgot-password](https://www.quantisnow.com/forgot-password)). 2. Enter your **Email** and click **Send reset code**. 3. On the next page, enter your **Email**, the 6-digit **Reset code** from your inbox and a **New password** of at least 8 characters. 4. Click **Update password**, then sign in with the new password. ## Your settings [/settings](https://www.quantisnow.com/settings) shows: | Section | What it does | |---|---| | Profile | Your account **Email** and the month you **Joined** | | Billing | Your plan, with **Manage billing** or **Upgrade**. See [Plans and billing](https://www.quantisnow.com/docs/plans-and-billing). | | Followed tickers | Link to [/follows](https://www.quantisnow.com/follows) to manage tickers, alert channels and categories | | Alerters | Link to [/alerters](https://www.quantisnow.com/alerters) to manage email, push and webhook delivery | | Refer a trader | Link to the [referral program](https://www.quantisnow.com/docs/referral-program) | | Appearance | Choose **Dark** or **Light** | | Email preferences | Daily market digest, Weekly recap and Product updates. See [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests). | ### How to switch between dark and light mode 1. Go to [/settings](https://www.quantisnow.com/settings). 2. Under **Appearance**, choose **Dark** or **Light**. ## Mobile app Sign in to the Quantisnow mobile app with the same email and password. Signing in registers your device for push notifications. See [Push notifications](https://www.quantisnow.com/docs/push-notifications). ## Keeping your account secure - Use a password you do not use anywhere else. - You are responsible for keeping your credentials private and for activity on your account. - Card details are entered on Stripe's checkout and billing pages and never touch Quantisnow servers. ## How to delete your account There is no self-serve delete button. To delete your account: 1. Cancel Plus first if you have it (Settings > Billing > Manage billing). 2. Email support@quantisnow.com from the email address on your account and ask for deletion. For questions about your data, email privacy@quantisnow.com. See [Privacy and cookies](https://www.quantisnow.com/docs/privacy-and-cookies). ## FAQ ### What do I need to create a Quantisnow account? An email address and a password of at least 8 characters. You confirm the account with a 6-digit code sent to your email. ### How long do I stay signed in? Up to 30 days on the same browser. Clearing cookies signs you out sooner. ### I didn't get my confirmation code. What should I do? Check your spam folder first. You can also go back and use a different email, or confirm later at /confirm once the code arrives. ### How do I delete my Quantisnow account? Email support@quantisnow.com from your account email and ask for deletion. Cancel any Plus subscription first. ### Does Quantisnow have dark mode? Yes. Choose Dark or Light under Appearance in Settings. --- # Privacy and cookies: what Quantisnow collects and why > What personal data Quantisnow collects and why, how Stripe handles payments, which cookies the site sets, how the cookie banner works, and who to contact. Source: https://www.quantisnow.com/docs/privacy-and-cookies Section: Docs / Account and billing Last updated: 2026-10-25 ## Key takeaways - Quantisnow collects your email when you register or subscribe, plus basic technical information such as browser and operating system. - Quantisnow does not sell or rent your personal information. - Card payments are handled by Stripe, and card details never touch Quantisnow servers. - Cookies keep you signed in, remember preferences and measure aggregated usage. - Privacy questions go to privacy@quantisnow.com; the full policies are at /privacy-policy, /cookie-policy and /terms-of-use. Quantisnow collects as little personal data as it needs to run your account: your email, your preferences, and basic technical information. It does not sell or rent your personal information. This page summarizes the [privacy policy](https://www.quantisnow.com/privacy-policy) and [cookie policy](https://www.quantisnow.com/cookie-policy). The policies themselves are the authoritative versions. ## What we collect | Data | When | Why | |---|---|---| | Email address | When you register or subscribe | Your account, alerts and the emails you choose | | Followed tickers, alert rules and settings | When you set them | To personalize your feed and alerts | | Delivery details you add | When you set up push or a webhook | To deliver alerts where you asked | | Technical information (browser type, operating system, connection info) | When you use the site | To run and improve the site | | Aggregated usage | When you use the site | To understand what is used, in aggregate | If you publish on Quantisnow, your submissions and order history are stored too. See [My orders](https://www.quantisnow.com/docs/my-orders). ## How we use it - To personalize the experience, for example your followed tickers - To send the emails you subscribed to, such as digests and product updates - To process payments through Stripe - To improve the site based on aggregated usage ## Payments Payments for Plus and for publishing are processed by Stripe. Card details are entered on Stripe's pages and never touch Quantisnow servers. Invoices and payment methods are managed in the Stripe billing portal via Settings > Billing > **Manage billing**. See [Plans and billing](https://www.quantisnow.com/docs/plans-and-billing). ## Sharing We do not sell or rent your personal information. We may share aggregated, non-identifying data with partners. Links to third-party sites, including original sources and sponsored links, are subject to those sites' own policies. ## Cookies Cookies are small files your browser stores. Quantisnow uses them to: - Keep you signed in after login (session cookie) - Remember site preferences - Measure aggregated, non-identifying traffic Third-party cookies are set for session management, traffic analysis (Google Analytics) and payment processing (Stripe). ### The cookie banner On your first visit a banner reads "We use cookies to keep you signed in and measure site usage", with a link to the cookie policy and two buttons, **Dismiss** and **Accept**. Either button hides the banner on that browser. ### How to control cookies You can block or delete cookies in your browser settings. If you block them, parts of the site will not work, including staying signed in. ## Emails and unsubscribing You choose which optional emails you get under **Email preferences** in [/settings](https://www.quantisnow.com/settings): Daily market digest, Weekly recap and Product updates. Every email also has an unsubscribe link. Alert emails are controlled per ticker on [/follows](https://www.quantisnow.com/follows). See [Email alerts and digests](https://www.quantisnow.com/docs/email-alerts-and-digests). ## Children The site is not intended for users under 13, and Quantisnow does not knowingly collect their data. ## Contacts | Topic | Contact | |---|---| | Privacy questions and data requests | privacy@quantisnow.com | | Account deletion | support@quantisnow.com, from your account email | | General questions | contact@quantisnow.com | Full policies: [/privacy-policy](https://www.quantisnow.com/privacy-policy), [/cookie-policy](https://www.quantisnow.com/cookie-policy) and [/terms-of-use](https://www.quantisnow.com/terms-of-use). ## FAQ ### Does Quantisnow sell my data? No. Quantisnow does not sell or rent your personal information. It may share aggregated, non-identifying data with partners. ### Does Quantisnow store my credit card? No. Payments are processed by Stripe, and card details never touch Quantisnow servers. ### What cookies does Quantisnow use? Cookies for staying signed in, remembering preferences and aggregated analytics, plus third-party cookies for session management, Google Analytics and Stripe. ### How do I get my data deleted? Email support@quantisnow.com from your account email to delete your account. For other privacy requests, email privacy@quantisnow.com. ### Is Quantisnow for children? No. The site is not intended for users under 13. --- # Quantisnow FAQ: speed, sources, plans, alerts, RSS and publishing > Answers to common Quantisnow questions: investment advice, how fast news arrives, sources, Free vs Plus, cancelling, refunds, API, RSS, mobile app and publishing. Source: https://www.quantisnow.com/docs/faq Section: Docs / Account and billing Last updated: 2026-10-27 ## Key takeaways - Quantisnow is a market news wire for retail investors and is not investment advice. - Free accounts and signed-out visitors see feeds on a 3-minute delay; Plus at $59.99 per month is real time. - Following tickers and setting alert rules are free and unlimited; alert delivery by email or push requires Plus, and webhooks require Premium. - Plus is monthly only, has no free trial, can be cancelled any time in Settings and is non-refundable. - There are no API keys; use the MCP server for AI assistants, webhooks, RSS feeds, or contact contact@quantisnow.com for bulk access. Short answers to the questions people ask most about Quantisnow. Each answer links to the full doc page if you need more detail. ## FAQ ### Is Quantisnow investment advice? No. Quantisnow is an information service that collects and organizes market news. Nothing on the site, including contributor articles, is a recommendation to buy or sell any security. See [What is Quantisnow](https://www.quantisnow.com/docs/what-is-quantisnow). ### How fast does news show up on Quantisnow? On Plus the live feed is real time and refreshes about every 3 seconds. Free accounts and signed-out visitors see items on a 3-minute delay, with the feed refreshing about every 30 seconds. See [Live news feed](https://www.quantisnow.com/docs/live-news-feed). ### Where does Quantisnow get its news? Press release wires, SEC filings (including Forms 3, 4 and 5), analyst ratings and FDA announcements. Every item links to its original source. See [What is Quantisnow](https://www.quantisnow.com/docs/what-is-quantisnow). ### Is Quantisnow free? Yes, there is a free account. It includes the full site on a 3-minute delay, unlimited followed tickers, alert rules and the Beep sound. Plus adds real-time feeds, alert delivery, Compact and Dense feed density, and Squawk. See [Free vs Plus](https://www.quantisnow.com/docs/free-vs-plus). ### How much does Plus cost? $59.99 per month, billed monthly through Stripe. There is no annual plan and no free trial. Promo codes are accepted at checkout. See [Plans and billing](https://www.quantisnow.com/docs/plans-and-billing). ### Do I need Plus to get alerts? You can follow unlimited tickers and set alert categories on a free account, but delivering alerts by email or push requires Plus, and webhooks require Premium. See [Alerts](https://www.quantisnow.com/docs/alerts). ### How do I cancel Plus? Go to Settings, then Billing, then Manage billing, and cancel in the Stripe portal. You keep Plus until the end of the cycle you paid for. See [Plans and billing](https://www.quantisnow.com/docs/plans-and-billing). ### Does Quantisnow offer refunds? No. Plus subscriptions are non-refundable, including partial months. Publishing fees are only charged on editor approval and are non-refundable once the content is live. ### Does Quantisnow have an API? There are no API keys. AI assistants such as Claude can connect through the [MCP server](https://www.quantisnow.com/docs/mcp-server) with your account. To get data out, use webhooks (Premium), email or push alerts (Plus), or RSS feeds. Team plans and programmatic access are available by agreement through contact@quantisnow.com. See [Integrations and data access](https://www.quantisnow.com/docs/integrations-and-data-access). ### Does Quantisnow have RSS feeds? Yes. Every feed is available as RSS 2.0 at `/rss/`, for example /rss/sec. Feeds contain the latest 50 items, run on a 3-minute delay and need no login. See [RSS feeds](https://www.quantisnow.com/docs/rss-feeds). ### Can I send Quantisnow alerts to Slack or Discord? Yes, through a webhook. Slack and Discord expect their own message format, so point your Quantisnow webhook at a small relay, such as a serverless function, that reformats the JSON and forwards it. See [Webhooks](https://www.quantisnow.com/docs/webhooks). ### Is there a mobile app? Yes. Sign in to the Quantisnow mobile app and it registers your device for push notifications. Notification hours and urgency are set inside the app. See [Push notifications](https://www.quantisnow.com/docs/push-notifications). ### How many articles can I read for free? Signed-out visitors can read 2 full insight articles per 7 days. Any signed-in account, free or Plus, reads unlimited articles. ### Can I publish my own article on Quantisnow? Yes. Publishing costs $150 per article and correcting a newsitem costs $100 per change set. An editor reviews every submission, usually within two business days, and your card is only charged on approval. See [Publish an article](https://www.quantisnow.com/docs/publish-an-article). ### How do I delete my account? Email support@quantisnow.com from your account email. There is no self-serve delete button. See [Account and security](https://www.quantisnow.com/docs/account-and-security). ### How do I contact Quantisnow? General questions: contact@quantisnow.com. Account help and deletion: support@quantisnow.com. Privacy: privacy@quantisnow.com. --- # How to read SEC filings: a practical guide to EDGAR and the forms that move stocks > A plain-English guide to SEC filings: what each major form is, when it is due, where to find it on EDGAR, and which filings tend to matter most to investors. Source: https://www.quantisnow.com/guides/how-to-read-sec-filings Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - SEC filings are the legally required disclosures that public companies, insiders and large investors submit to the SEC, and they are published free on EDGAR. - Most market-moving filings have short deadlines, such as 4 business days for a Form 8-K and 2 business days for a Form 4. - Annual (10-K) and quarterly (10-Q) reports are due 40 to 90 days after the period ends, depending on the company's size. - Ownership filings (Schedule 13D, 13G, 13F) and offering filings (S-1, S-3, 424B) often matter as much as earnings for the share price. - Reading a filing well means starting with the form type and item number, then jumping to the specific section that answers your question. SEC filings are the official disclosures that public companies, their insiders and large investors must submit to the U.S. Securities and Exchange Commission, and they are published free to everyone on the SEC's EDGAR system. Each filing has a form type (8-K, 10-K, Form 4 and so on) that tells you what kind of event it covers and how fast it had to be filed. If you learn the dozen or so forms that matter and the deadlines behind them, you can read almost any corporate event at the source instead of waiting for someone else's summary. ## What is EDGAR? EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the SEC's public database of filings, available at [https://www.sec.gov/edgar/search/](https://www.sec.gov/edgar/search/). Every company, fund and insider that files gets a Central Index Key (CIK), a unique numeric ID. Filings appear on EDGAR shortly after they are accepted, and filings accepted after the 5:30 p.m. Eastern cutoff are generally dated the next business day, even though they can become public that evening. A few things are useful to know about how EDGAR presents a filing: - **The filing index page** lists every document in the submission: the main form, exhibits (contracts, press releases, financial statements) and XBRL data files. - **Exhibits often hold the real substance.** An 8-K announcing a merger is a short cover document; the merger agreement itself is usually Exhibit 2.1 and the press release is Exhibit 99.1. - **Amendments carry a "/A" suffix**, such as 10-K/A or SC 13D/A. An amendment can be routine (adding Part III information) or important (restating numbers). - **Filer roles matter.** A Form 4 is filed by the insider, not the company, so it appears under both the insider's CIK and the issuer's CIK. ## Which SEC filings matter most? Filings fall into five broad families. The table below is a master reference with the main deadline and what each form tends to signal. | Form | Who files | Deadline | What it tells you | |---|---|---|---| | 8-K | Company | Generally 4 business days after the event | Material events: deals, earnings, CEO changes, restatements, bankruptcy | | 10-K | Company | 60, 75 or 90 days after fiscal year end (by filer size) | Full annual report with audited financials and risk factors | | 10-Q | Company | 40 or 45 days after quarter end (by filer size) | Quarterly unaudited financials and MD&A | | DEF 14A | Company | Before the shareholder meeting | Executive pay, board elections, shareholder votes | | S-1 | Company | Before an IPO or registered offering | Business description, risks, financials, offering terms | | S-3 / 424B | Company | When registering or pricing an offering | Shelf registrations and the actual sale of new shares | | Form 3 | Insider | 10 days after becoming an insider | Starting holdings of a new officer, director or 10% owner | | Form 4 | Insider | 2 business days after the trade | Insider buys, sells, option exercises and grants | | Form 5 | Insider | 45 days after fiscal year end | Late or exempt transactions not reported on Form 4 | | Form 144 | Affiliate | When the sell order is placed | Notice that an affiliate intends to sell restricted or control stock | | Schedule 13D | Investor over 5% | 5 business days after crossing 5% | Active stake, possible activism or takeover intent | | Schedule 13G | Passive investor over 5% | 5 business days to 45 days after quarter end | Large passive or institutional stake | | 13F | Manager with $100M+ | 45 days after quarter end | Quarterly long holdings of large institutions | Foreign private issuers use a parallel set of forms: 20-F instead of 10-K and 6-K instead of 8-K and 10-Q, with different timing. ### Event filings The Form 8-K is the workhorse for breaking corporate news. It is organized by item number, so Item 1.01 is a material agreement, Item 2.02 is earnings results and Item 5.02 is a director or officer change. See [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) for the full item list. ### Periodic reports The 10-K and 10-Q are the scheduled reports. They contain the financial statements, Management's Discussion and Analysis (MD&A) and risk factors. The [10-K vs 10-Q guide](https://www.quantisnow.com/guides/form-10-k-vs-10-q) covers the deadlines by filer category and which sections to read first. ### Ownership filings Insiders report trades on Forms 3, 4 and 5. Holders of more than 5% of a class of voting stock file Schedule 13D or 13G, and institutional managers with at least $100 million in qualifying securities file quarterly 13F reports. See [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g), [Form 4 insider trading explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) and [Form 13F institutional holdings](https://www.quantisnow.com/guides/form-13f-institutional-holdings). ### Offering filings Companies raising money register securities on Form S-1 (often for IPOs) or Form S-3 (shelf registrations for seasoned issuers), then file a 424B prospectus when they actually price and sell. These filings are where dilution shows up first. See [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) and [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). ### Proxy filings The DEF 14A proxy statement covers the annual meeting: board nominees, executive pay, auditor ratification and shareholder proposals. Merger votes use a DEFM14A. See [Proxy statements (DEF 14A)](https://www.quantisnow.com/guides/proxy-statements-def-14a). ## How do you read a filing efficiently? Most filings are long, but you rarely need to read the whole thing. A practical sequence: 1. **Check the form type and the filer.** A Form 4 from the CFO and a Form 4 from a venture fund that owns 12% mean different things. 2. **Read the cover page and item list.** On an 8-K, the item numbers tell you immediately whether this is a contract, an executive change or a non-reliance warning on past financials. 3. **Open the press release exhibit (usually Exhibit 99.1)** for the company's own framing, then go back to the filing for the legally precise language. 4. **For 10-Ks and 10-Qs, go to MD&A and the notes.** MD&A explains why revenue and margins moved; the footnotes reveal debt maturities, going concern language, segment results and subsequent events. 5. **Search for specific phrases.** Useful searches include "going concern", "material weakness", "restatement", "substantial doubt", "at-the-market", "warrants" and "change in control". 6. **Compare with the prior filing.** Changes in risk factors or in the share count between two 10-Qs often say more than the headline numbers. ### Filed vs furnished Some information is "furnished" rather than "filed". Under 8-K Items 2.02 (results of operations) and 7.01 (Regulation FD disclosure), furnished information is not subject to the same liability under Section 18 of the Exchange Act and is not automatically incorporated into other registration statements. It is still official disclosure, but it explains why earnings releases often appear as an 8-K exhibit instead of in the body of the form. ## Worked example: following one company through a year of filings Take a hypothetical small-cap, Acme Corp (ticker ACME), with a December fiscal year end and a non-accelerated filer status. - **January 8:** Acme files an 8-K under Item 5.02 announcing that its CFO is resigning. The filing states the departure is not due to any disagreement over accounting. That sentence is worth checking every time. - **February 20:** Acme files an 8-K under Item 2.02 with its fourth-quarter press release attached as Exhibit 99.1. - **March 31:** Acme files its 10-K, 90 days after year end. The auditor's report includes a going concern paragraph, and the liquidity section says cash covers about nine months of operations. - **April 15:** Acme files an S-3 shelf registration. No shares are sold yet, but the company now has the capacity to raise money quickly. - **April 29:** Acme files its DEF 14A, which includes a proposal to increase authorized shares from 100 million to 200 million. - **May 12:** Acme files a 424B5 prospectus supplement for an at-the-market program of up to $25 million, plus an 8-K under Item 1.01 for the sales agreement. - **May 14:** Two directors each file a Form 4 showing open-market purchases (transaction code P). Read in isolation, each filing is a small event. Read in sequence, they tell a clear story: a cash-constrained company preparing to issue shares, with some insiders buying anyway. This is the main skill in reading SEC filings: connecting forms over time. ## Common red flags in SEC filings - **Item 4.02 8-K (non-reliance):** previously issued financial statements should no longer be relied on. - **Item 4.01 8-K (auditor change),** especially if the filing mentions disagreements or reportable events. - **Late filing notices (Form 12b-25, shown on EDGAR as NT 10-K or NT 10-Q),** which buy up to 15 extra calendar days for a 10-K or 5 for a 10-Q. - **Going concern language** in the auditor's report or the financial statement notes. - **Material weakness in internal control** disclosed in Item 9A of the 10-K or Item 4 of the 10-Q. - **Item 3.01 8-K (listing deficiency),** which signals the company has received a notice from its exchange. None of these is automatically fatal, but each deserves a close read. ## How to track SEC filings on Quantisnow Quantisnow streams filings as they hit EDGAR and tags each one by ticker and category, so you can follow filings without refreshing EDGAR. - The [SEC filings feed](https://www.quantisnow.com/news/sec) shows new filings in real time across all companies. - Category pages such as [8-K filings](https://www.quantisnow.com/categories/8-k), [10-K filings](https://www.quantisnow.com/categories/10-k) and [13D filings](https://www.quantisnow.com/categories/13d) narrow the stream to one form type. - [Top SEC filings](https://www.quantisnow.com/top/sec-filings) surfaces the filings drawing the most attention. - [Alerts](https://www.quantisnow.com/docs/alerts) and [following tickers](https://www.quantisnow.com/docs/following-tickers) let you get notified when a company on your watchlist files. ## FAQ ### Where can I read SEC filings for free? All SEC filings are free on the SEC's EDGAR system at sec.gov. You can search by company name, ticker, CIK or full text, and each filing has an index page listing the main document and its exhibits. ### What is the most important SEC filing for investors? There is no single most important form, but the 10-K gives the most complete picture of a company, while the 8-K is usually the first official source for market-moving events. Ownership filings such as Form 4 and Schedule 13D add context about who is buying and selling. ### How quickly do SEC filings become public? Filings generally appear on EDGAR within minutes of being accepted. Filings accepted after the 5:30 p.m. Eastern cutoff can become visible that evening but are usually dated the next business day. ### What does /A mean on an SEC filing? A suffix of /A means the filing is an amendment to an earlier filing of the same type, such as a 10-K/A. Amendments can add omitted information or correct errors, so it is worth checking what changed. ### What is the difference between a 10-K and an 8-K? A 10-K is the scheduled annual report with audited financial statements, filed once a year. An 8-K is an unscheduled current report filed within about 4 business days of a specific material event, such as a merger agreement or an executive departure. ### Do foreign companies file the same forms? Foreign private issuers typically file a Form 20-F annual report instead of a 10-K and furnish interim information on Form 6-K instead of 8-Ks and 10-Qs. Their insiders are also generally exempt from filing Forms 3, 4 and 5. --- # Form 8-K explained: every item number that matters to investors > What a Form 8-K is, when it is due, and what each key item number means, from 1.01 material agreements and 2.02 earnings to 4.02 restatements and 5.02 executive changes. Source: https://www.quantisnow.com/guides/form-8-k-explained Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - A Form 8-K is a current report that a public company must file with the SEC, generally within 4 business days, when a specified material event occurs. - Every 8-K is organized by item number, and the item number tells you the type of event before you read a word of the text. - Items 2.02 (results of operations) and 7.01 (Regulation FD disclosure) are furnished rather than filed, which limits certain legal liability. - High-signal items include 1.01 (material agreement), 1.03 (bankruptcy), 4.02 (non-reliance on past financials) and 5.02 (officer and director changes). - Item 1.05, added in 2023, requires disclosure of a material cybersecurity incident within 4 business days of determining it is material. A Form 8-K is the "current report" a U.S. public company files with the SEC to disclose a specific material event, generally within 4 business days of that event. Unlike the scheduled 10-K and 10-Q, an 8-K can arrive any day of the year, and it is often the first official source for mergers, executive departures, earnings releases, financing deals and restatements. Every 8-K is organized by numbered items, so learning the item list is the fastest way to read one. ## What is a Form 8-K? The Form 8-K is required by Section 13 or 15(d) of the Securities Exchange Act of 1934 for companies with registered securities. The form lists specific triggering events, grouped into nine sections. When one of those events occurs, the company must file an 8-K that identifies the item number and describes the event. Companies can also file 8-Ks voluntarily under Item 8.01 for news they consider important to shareholders. The official form and instructions are on the SEC site at [https://www.sec.gov/files/form8-k.pdf](https://www.sec.gov/files/form8-k.pdf). ## When is a Form 8-K due? The general deadline is **4 business days** after the triggering event. If the event falls on a weekend or holiday, the 4-day clock starts on the next business day. There are a few notable exceptions: - **Item 2.02 (results of operations)** is triggered by the public announcement of results, so it is usually filed the same day as the earnings release. - **Item 7.01 (Regulation FD)** disclosures must be made simultaneously with an intentional selective disclosure, or promptly for an unintentional one (no later than 24 hours or the start of the next day's trading, whichever is later). - **Item 1.05 (cybersecurity incidents)** is due 4 business days after the company determines an incident is material, not after the incident itself. - **Item 5.07 (shareholder vote results)** is due 4 business days after the meeting. Filing most 8-K items late can cost a company its eligibility to use the short-form S-3 shelf registration, although the SEC excludes several judgment-heavy items (such as 1.01, 2.03 and 2.05) from that consequence. That is one reason companies take the deadline seriously. ## The 8-K item numbers that matter The table below covers the items investors see most and how they are typically read. | Item | Event | Why it matters | |---|---|---| | 1.01 | Entry into a material definitive agreement | Mergers, major contracts, credit agreements, licensing deals | | 1.02 | Termination of a material definitive agreement | Lost customer, ended partnership, canceled deal | | 1.03 | Bankruptcy or receivership | Chapter 11 or Chapter 7 filing | | 1.05 | Material cybersecurity incidents | Data breaches or attacks judged material | | 2.01 | Completion of acquisition or disposition of assets | A deal has closed | | 2.02 | Results of operations and financial condition | Earnings releases (furnished) | | 2.03 | Creation of a direct financial obligation | New debt, notes or significant borrowings | | 2.04 | Triggering events that accelerate an obligation | Default or covenant breach accelerating debt | | 2.05 | Costs associated with exit or disposal activities | Layoffs, plant closures, restructuring charges | | 2.06 | Material impairments | Large writedowns of goodwill or assets | | 3.01 | Notice of delisting or failure to satisfy a listing rule | Exchange deficiency notices, such as minimum bid price | | 3.02 | Unregistered sales of equity securities | Private placements that add shares | | 3.03 | Material modification to rights of security holders | Reverse splits, rights plans, changes to share terms | | 4.01 | Changes in registrant's certifying accountant | Auditor resigned or was dismissed | | 4.02 | Non-reliance on previously issued financial statements | Past financials can no longer be relied on | | 5.01 | Changes in control of registrant | A new controlling holder | | 5.02 | Departure or appointment of directors and certain officers; compensatory arrangements | CEO, CFO and director changes, new pay agreements | | 5.03 | Amendments to articles of incorporation or bylaws; change in fiscal year | Governance changes, authorized share increases | | 5.07 | Submission of matters to a vote of security holders | Annual meeting vote results | | 7.01 | Regulation FD disclosure | Investor presentations, guidance updates (furnished) | | 8.01 | Other events | Voluntary disclosure of anything the company deems important | | 9.01 | Financial statements and exhibits | Lists attached exhibits such as press releases | ### Item 1.01: material definitive agreement Item 1.01 is used when a company signs an agreement that is material and outside the ordinary course of business. Merger agreements, large supply contracts, credit facilities, licensing deals and at-the-market sales agreements all commonly appear here. The agreement itself is often attached as an exhibit (merger agreements are usually Exhibit 2.1, material contracts Exhibit 10.1). Watch for redacted terms: companies may omit certain confidential information from exhibits. ### Item 1.03: bankruptcy or receivership An Item 1.03 8-K reports that the company or a significant subsidiary has filed for bankruptcy or entered receivership. It usually names the court, the chapter, and any debtor-in-possession financing. In a Chapter 11 case, existing common stock is frequently canceled or heavily diluted under the reorganization plan, which is why this item often triggers sharp price moves. ### Item 2.02: results of operations Most earnings releases appear as an Item 2.02 8-K with the press release attached as Exhibit 99.1. Because Item 2.02 information is furnished, not filed, it is not subject to liability under Section 18 of the Exchange Act unless the company specifically says otherwise. The full financial statements come later in the 10-Q or 10-K. See [how to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report). ### Item 4.02: non-reliance on previously issued financials Item 4.02 is one of the most serious items. It means the board, a committee or the auditor has concluded that previously issued financial statements should no longer be relied on because of an error. A restatement usually follows. If the auditor initiated the conclusion, the company must also give the auditor a chance to respond, and that letter is filed as an exhibit. ### Item 5.02: directors and officers Item 5.02 covers departures and appointments of directors and the principal executive, financial, accounting and operating officers, plus material compensatory arrangements. When a director resigns over a disagreement, the company must describe the disagreement and may file the director's letter. Abrupt CFO departures with little explanation are worth reading closely alongside the next 10-Q. ### Items 7.01 and 8.01: Regulation FD and other events Item 7.01 is used to satisfy Regulation FD, the rule that bars selective disclosure of material information to analysts or investors without public disclosure. Investor presentations and guidance updates often appear here, furnished rather than filed. Item 8.01 is the catch-all for voluntary disclosures: clinical trial results, product launches, litigation updates and buyback authorizations frequently show up as 8.01. See [press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) for how wire releases and 8-Ks relate. ### Item 9.01: exhibits Item 9.01 is not an event; it lists the attached exhibits. It is still useful because it tells you where to look: Exhibit 99.1 is typically the press release, Exhibit 10.x a material contract, Exhibit 2.1 a merger agreement and Exhibit 104 the cover page data. ## Worked example: reading a multi-item 8-K Suppose Acme Corp (ticker ACME) files an 8-K on a Tuesday morning with Items 1.01, 2.03, 3.02, 5.02, 7.01 and 9.01. Without reading the text, the combination already suggests a story: - **1.01 and 2.03:** Acme signed a material agreement that created a direct financial obligation, which points to a new loan or convertible note. - **3.02:** Acme sold unregistered equity, likely warrants or shares issued alongside the financing. - **5.02:** A director or officer changed, perhaps a lender-appointed board seat or a new CFO. - **7.01 and 9.01:** An investor presentation or press release is attached. Opening the exhibits confirms it: Acme borrowed $40 million in convertible notes with a conversion price of $5.00, issued warrants for 2 million shares, and added a lender representative to its board. Reading the item numbers first gave you the outline in seconds; the exhibits filled in the dilution math. ## How to read an 8-K quickly 1. **Scan the item numbers on the cover page.** They are the summary. 2. **Check the event date versus the filing date.** A gap close to 4 business days is normal; a much later filing can be a sign of a late disclosure. 3. **Open Exhibit 99.1** for the press release, then compare its tone with the formal item text. 4. **Look for the words "not as a result of any disagreement"** in 5.02 filings. Its absence is notable. 5. **Check for an 8-K/A,** which companies file to add financial statements for an acquisition (often within 71 calendar days after the initial 8-K was due) or to correct the original. ## How to track 8-K filings on Quantisnow - The [8-K category page](https://www.quantisnow.com/categories/8-k) collects new current reports across all companies as they publish. - The broader [SEC filings feed](https://www.quantisnow.com/news/sec) mixes 8-Ks with all other form types, and [leadership updates](https://www.quantisnow.com/news/leadership-updates) highlights officer and director changes. - [Event categories](https://www.quantisnow.com/docs/event-categories) explains how filings are tagged, and [alerts](https://www.quantisnow.com/docs/alerts) can notify you when a company you follow files an 8-K. ## FAQ ### How long does a company have to file an 8-K? A company generally has 4 business days after a triggering event to file a Form 8-K. Some items have different timing, such as Item 7.01 for Regulation FD disclosures and Item 1.05, which runs from the date a cybersecurity incident is determined to be material. ### What is the difference between filed and furnished on an 8-K? Information under Items 2.02 and 7.01 is furnished, which means it is not subject to liability under Section 18 of the Exchange Act and is not automatically incorporated into other SEC filings. Information under the other items is filed and carries full liability. ### Which 8-K items are the most important? Items 1.01 (material agreements), 1.03 (bankruptcy), 2.02 (earnings), 4.01 (auditor change), 4.02 (non-reliance on past financials) and 5.02 (executive and director changes) tend to carry the most information for investors. Item 3.01 is important for companies at risk of delisting. ### What does Item 8.01 mean on an 8-K? Item 8.01, "Other Events," is a voluntary item a company uses to disclose any event it considers important to shareholders that is not covered by another item. Clinical data, buyback programs and litigation updates often appear under 8.01. ### Is an 8-K always bad news? No. An 8-K simply reports a specified event, which can be positive, negative or neutral. Earnings releases, new contracts and routine vote results all arrive on 8-Ks. ### What is an 8-K/A? An 8-K/A is an amendment to a previously filed 8-K. Companies file one to add financial statements for a completed acquisition, to supply information not known at the time of the original filing, or to correct an error. --- # Form 10-K vs 10-Q: annual and quarterly reports explained > The difference between a 10-K and a 10-Q: what each report contains, filing deadlines by company size, audited vs reviewed financials, and which sections to read first. Source: https://www.quantisnow.com/guides/form-10-k-vs-10-q Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - A 10-K is a company's annual report with audited financial statements, while a 10-Q is a quarterly report with unaudited financial statements reviewed by the auditor. - Companies file three 10-Qs a year, for the first three fiscal quarters; the fourth quarter is covered by the 10-K. - Large accelerated filers must file the 10-K within 60 days of fiscal year end and the 10-Q within 40 days of quarter end; non-accelerated filers get 90 and 45 days. - The most useful sections in both reports are Management's Discussion and Analysis (MD&A), risk factors and the notes to the financial statements. - A company that cannot meet the deadline files Form 12b-25 (NT 10-K or NT 10-Q) for an automatic extension of 15 or 5 calendar days. The main difference between a 10-K and a 10-Q is scope: the 10-K is a company's comprehensive annual report with audited financial statements, while the 10-Q is a shorter quarterly update with unaudited financial statements that the auditor has reviewed. A U.S. public company files one 10-K and three 10-Qs each fiscal year. Both are required under the Securities Exchange Act of 1934, and both contain Management's Discussion and Analysis (MD&A), the narrative where management explains the results. ## What is a Form 10-K? A Form 10-K is the annual report a public company files with the SEC after its fiscal year ends. It includes a description of the business, risk factors, legal proceedings, MD&A, audited financial statements, the auditor's report and information on internal controls. It is more detailed than the glossy "annual report to shareholders" that some companies mail out, and it is the single most complete source of information on a company. ## What is a Form 10-Q? A Form 10-Q is the quarterly report a public company files for each of the first three quarters of its fiscal year. It contains condensed financial statements for the quarter and year to date, MD&A, market risk disclosures, controls and procedures, and updates on legal proceedings, risk factors and share repurchases. There is no 10-Q for the fourth quarter; those results are folded into the 10-K. ## 10-K vs 10-Q at a glance | | Form 10-K | Form 10-Q | |---|---|---| | Frequency | Once a year | Three times a year (Q1, Q2, Q3) | | Financial statements | Audited | Unaudited, reviewed by the auditor | | Business description | Full (Item 1) | Not required | | Risk factors | Full list (Item 1A) | Material changes since the 10-K | | Auditor's opinion on internal control | Required for accelerated and large accelerated filers | Not required | | Executive pay and governance | Part III, often incorporated from the proxy | Not included | | Typical length | 80 to 300+ pages | 30 to 80 pages | ## When are the 10-K and 10-Q due? Deadlines depend on the company's filer status, which is based mainly on public float (the market value of shares held by non-affiliates) measured at the end of the second fiscal quarter. | Filer status | Public float | 10-K deadline | 10-Q deadline | |---|---|---|---| | Large accelerated filer | $700 million or more | 60 days after fiscal year end | 40 days after quarter end | | Accelerated filer | $75 million to under $700 million | 75 days | 40 days | | Non-accelerated filer | Under $75 million (or a qualifying smaller reporting company with low revenue) | 90 days | 45 days | Since 2020, smaller reporting companies with annual revenue under $100 million are generally not treated as accelerated filers even if their float is above $75 million, which means they get the longer deadlines and skip the auditor attestation on internal control. ### What if a company misses the deadline? A company that cannot file on time submits Form 12b-25, which shows on EDGAR as NT 10-K or NT 10-Q. It grants an automatic extension of 15 calendar days for a 10-K and 5 calendar days for a 10-Q, as long as the company files within that window. The NT filing must explain the reason. "Additional time needed to complete the audit" can be routine; references to an internal investigation, a restatement or an auditor change are more concerning. Missing deadlines entirely can trigger exchange deficiency notices and loss of S-3 eligibility. ## What is inside a 10-K? The 10-K is organized into four parts and numbered items. The ones investors use most: - **Item 1, Business:** products, segments, customers, competition, regulation and employees. - **Item 1A, Risk Factors:** the company's own list of what could go wrong. Compare year over year; new risk factors are often the most informative part. - **Item 1C, Cybersecurity:** risk management and governance of cybersecurity, required since fiscal years ending on or after December 15, 2023. - **Item 3, Legal Proceedings:** material lawsuits and regulatory actions. - **Item 5, Market for Common Equity:** share repurchases and where the stock trades. - **Item 7, MD&A:** management's explanation of revenue, margins, liquidity, capital resources and critical accounting estimates. - **Item 7A, Market Risk:** exposure to interest rates, currencies and commodities. - **Item 8, Financial Statements:** the audited income statement, balance sheet, cash flow statement, equity statement and notes, plus the auditor's report. - **Item 9A, Controls and Procedures:** management's assessment of internal control over financial reporting, including any material weakness. - **Items 10 to 14 (Part III):** directors, executive compensation, ownership and auditor fees. Companies usually incorporate these by reference from the proxy statement, which must then be filed within 120 days of fiscal year end. - **Item 15, Exhibits:** material contracts, subsidiaries list, and the Sarbanes-Oxley Section 302 and 906 certifications signed by the CEO and CFO. ## What is inside a 10-Q? The 10-Q has two parts: - **Part I, Financial Information:** Item 1 (condensed financial statements), Item 2 (MD&A), Item 3 (market risk) and Item 4 (controls and procedures). - **Part II, Other Information:** Item 1 (legal proceedings), Item 1A (material changes to risk factors), Item 2 (unregistered sales of equity and share repurchases), Item 3 (defaults on senior securities), Item 4 (mine safety), Item 5 (other information, including director and officer adoption or termination of Rule 10b5-1 trading plans) and Item 6 (exhibits). Because the 10-Q is shorter, changes stand out. A new risk factor or a new note about debt covenants in a 10-Q is a deliberate addition. ## Which sections should you read first? For a quick but useful read of either report: 1. **MD&A results and liquidity sections.** Look for the drivers behind revenue and margin changes and for how long cash lasts. 2. **The cash flow statement.** Operating cash flow versus net income shows earnings quality. 3. **Notes on debt, commitments and subsequent events.** Maturities, covenants and post-quarter financings are often here. 4. **Share count on the cover page.** Comparing it quarter to quarter is the fastest way to spot dilution. 5. **Going concern language.** Management must evaluate whether there is substantial doubt about the company's ability to continue for one year after the financial statements are issued. 6. **Item 9A or 10-Q Part I Item 4.** A disclosed material weakness means the company's controls failed in a way that could allow a material misstatement. ## Worked example: Acme Corp's annual and quarterly cycle Acme Corp (ticker ACME) has a December 31 fiscal year end and is an accelerated filer with a public float of $300 million. - **Q1 ends March 31.** The 10-Q is due within 40 days, by about May 10. - **Q2 ends June 30.** The 10-Q is due by about August 9. Acme also measures its public float on June 30, which sets its filer status for the next 10-K. - **Q3 ends September 30.** The 10-Q is due by about November 9. - **Fiscal year ends December 31.** The 10-K is due within 75 days, around March 16 (exact dates shift when a deadline falls on a weekend or holiday). In its Q3 10-Q, Acme adds a new risk factor about a customer that accounts for 28% of revenue and discloses in the liquidity section that its credit facility matures in 14 months. In the 10-K, the auditor's report does not include a going concern paragraph, but the debt note shows the company is negotiating an extension. The 10-Q flagged the issue two quarters before it showed up anywhere else. ## How earnings releases relate to 10-Ks and 10-Qs Most companies publish an earnings press release, furnished on an 8-K under Item 2.02, before the 10-Q or 10-K is filed. The press release often highlights non-GAAP metrics; the 10-Q and 10-K contain the full GAAP statements, notes and risk disclosures. Gaps between the two, such as a revised number or a new subsequent event, are worth noticing. See [how to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) and [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings). ## How to track 10-K and 10-Q filings on Quantisnow - [10-K filings](https://www.quantisnow.com/categories/10-k) and [10-Q filings](https://www.quantisnow.com/categories/10-q) stream new annual and quarterly reports as they reach EDGAR. - The [financials feed](https://www.quantisnow.com/news/financials) and [earnings category](https://www.quantisnow.com/categories/earnings) cover results announcements around the filings. - The [earnings calendar](https://www.quantisnow.com/earnings) and company subpages like /earnings/AAPL help you anticipate when a report is due. ## FAQ ### What is the difference between a 10-K and a 10-Q? A 10-K is the annual report with audited financial statements and a full description of the business and risks. A 10-Q is a quarterly report with unaudited, auditor-reviewed financial statements, filed for the first three quarters of the fiscal year. ### When is a 10-K due? A 10-K is due 60 days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for non-accelerated filers. Filer status depends mainly on public float. ### When is a 10-Q due? A 10-Q is due 40 days after quarter end for large accelerated and accelerated filers and 45 days after quarter end for all other filers. ### Why is there no 10-Q for the fourth quarter? The fourth quarter is covered by the annual 10-K, which reports full-year audited results. Some companies break out fourth-quarter figures in their earnings release, but there is no separate Q4 10-Q. ### Are 10-Q financial statements audited? No. 10-Q financial statements are unaudited, but an independent auditor performs a review, which is more limited than an audit. Only the annual financial statements in the 10-K are audited. ### What does NT 10-K mean? NT 10-K is a notification of late filing on Form 12b-25. It gives a company an automatic 15-calendar-day extension to file its 10-K, or 5 calendar days for a 10-Q (NT 10-Q), and must explain why the report is late. --- # Schedule 13D vs 13G: what 5% ownership filings tell you > Schedule 13D vs 13G explained: who must file when crossing 5% ownership, the 2024 deadlines, how activists differ from passive holders, and what Item 4 reveals. Source: https://www.quantisnow.com/guides/schedule-13d-vs-13g Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - Anyone who acquires beneficial ownership of more than 5% of a class of a public company's voting equity must file either a Schedule 13D or a Schedule 13G with the SEC. - Schedule 13D is for holders who may seek to influence or control the company, and it is due within 5 business days of crossing 5% under rules effective in February 2024. - Schedule 13G is a shorter form for passive investors, qualified institutions and certain exempt holders, with deadlines from 5 business days to 45 days after quarter end. - Item 4 of Schedule 13D, Purpose of Transaction, is where an activist states plans such as seeking board seats, a sale of the company or other changes. - A Schedule 13D amendment is due within 2 business days of a material change, and buying or selling 1% or more of the class is deemed material. Schedule 13D and Schedule 13G are the SEC forms that disclose when an investor, or a group acting together, owns more than 5% of a class of a public company's voting equity. The difference is intent: Schedule 13D is the long form for holders who may try to influence or control the company, while Schedule 13G is a short form for passive investors and certain institutions. Because a new 13D can signal an activist campaign or takeover interest, it is one of the more market-moving ownership filings. ## What is beneficial ownership? Beneficial ownership means having or sharing the power to vote or dispose of a security, directly or indirectly. It is broader than legal title: shares held through funds you control, by a spouse in some cases, or through options and convertibles exercisable within 60 days can all count. When two or more holders agree to act together to acquire, hold, vote or dispose of shares, they form a "group" and their holdings are combined for the 5% test. The rules live in Regulation 13D-G under Section 13(d) and 13(g) of the Securities Exchange Act of 1934. The SEC's overview is at [https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/exchange-act-sections-13d-13g-regulation-13d-g-beneficial-ownership-reporting](https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/exchange-act-sections-13d-13g-regulation-13d-g-beneficial-ownership-reporting). ## Who files a 13D and who files a 13G? **Schedule 13D** is the default. Anyone crossing 5% files a 13D unless they qualify for the shorter 13G. **Schedule 13G** is available to three kinds of filers: - **Qualified institutional investors (QIIs):** registered broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers and similar institutions that acquired the shares in the ordinary course of business without a purpose or effect of changing or influencing control. - **Passive investors:** any other holder with no control intent who owns less than 20% of the class. - **Exempt investors:** holders who crossed 5% without an acquisition subject to Section 13(d), for example founders and pre-IPO holders who owned more than 5% when the company went public. If a 13G filer develops a control intent, or a passive investor reaches 20%, it must switch to a Schedule 13D and is barred from voting or buying more shares until 10 days after filing the 13D. ## What are the 13D and 13G filing deadlines? The SEC shortened these deadlines in amendments adopted in October 2023. The 13D changes took effect in February 2024, and the new 13G amendment timing applied from September 30, 2024. The filing cutoff on EDGAR for these schedules is 10 p.m. Eastern time. | Filing | Who | Deadline | |---|---|---| | Initial Schedule 13D | Any holder crossing 5% with possible control intent | 5 business days after crossing 5% | | Schedule 13D amendment | 13D filers | 2 business days after a material change | | Initial Schedule 13G | Qualified institutional and exempt investors | 45 days after the end of the calendar quarter in which 5% was crossed | | Initial Schedule 13G | Passive investors | 5 business days after crossing 5% | | Schedule 13G amendment | All 13G filers | 45 days after the end of a calendar quarter in which a material change occurred | | Accelerated 13G amendment | QIIs crossing 10%, or changing by more than 5% after that | 5 business days after the end of the month of the change | | Accelerated 13G amendment | Passive investors crossing 10%, or changing by more than 5% after that | 2 business days after the change | Before 2024, the initial 13D deadline was 10 calendar days and QIIs filed their initial 13G within 45 days after the end of the calendar year. Older articles may still cite those timelines. ## Schedule 13D vs 13G compared | | Schedule 13D | Schedule 13G | |---|---|---| | Intent | May seek to influence or control | Passive, no control intent | | Length | Long, with 7 items and exhibits | Short, mostly cover page data | | Initial deadline | 5 business days | 5 business days to 45 days after quarter end | | Amendments | Within 2 business days of material change | Quarterly, plus accelerated for 10% and 5% changes | | Discloses plans | Yes, in Item 4 | No | | Discloses funding source | Yes, in Item 3 | No | | Typical filers | Activist funds, strategic acquirers, controlling holders | Index funds, mutual funds, passive hedge funds, founders | ## What is in a Schedule 13D? A Schedule 13D has a cover page for each reporting person and seven items: - **Item 1, Security and Issuer:** the class of stock and the company. - **Item 2, Identity and Background:** who is filing, including any relevant legal history. - **Item 3, Source and Amount of Funds:** how the stake was paid for, such as working capital, margin loans or fund capital. - **Item 4, Purpose of Transaction:** the filer's plans, if any, relating to mergers, asset sales, board changes, capitalization, dividend policy, charter changes, delisting and similar matters. - **Item 5, Interest in Securities of the Issuer:** the number of shares and percentage owned, plus transactions in the past 60 days. - **Item 6, Contracts, Arrangements, Understandings or Relationships:** agreements regarding the shares, including derivatives such as cash-settled swaps. - **Item 7, Material to Be Filed as Exhibits:** letters to the board, group agreements, financing commitments. Item 4 is where the signal usually is. Boilerplate language reserving the right to "engage in discussions with management" is common. Specific statements, such as a plan to nominate directors, push for a sale or oppose a pending merger, are not. Exhibit letters to the board often contain the activist's full argument. ## How do investors read a 13D or 13G? - **A new 13D from a known activist** often draws attention because it may precede a proxy contest, a strategic review or a settlement that adds directors. See [proxy statements (DEF 14A)](https://www.quantisnow.com/guides/proxy-statements-def-14a). - **A 13D from a strategic holder** (another company in the same industry) can point to takeover interest. See [mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news). - **A 13G from a large index or mutual fund family** usually reflects routine portfolio holdings and is generally less informative about the company's prospects. - **A switch from 13G to 13D** means the holder's intent has changed, which can be a meaningful event. - **13D/A amendments** track whether an activist is adding, trimming or exiting. Selling below 5% triggers a final amendment. ## Worked example: an activist stake in Acme Corp Acme Corp (ticker ACME) has 50 million shares outstanding. A hypothetical fund, Example Capital, buys shares over several weeks and crosses 5% (2.5 million shares) on Monday, March 3. 1. **Deadline:** 5 business days later, Example Capital must file a Schedule 13D, by Monday, March 10 (assuming no holidays). 2. **The filing:** the cover page shows 2.8 million shares, or 5.6%. Item 3 says the shares were bought with fund capital for about $56 million. Item 4 says the fund believes Acme is undervalued and intends to seek two board seats and urge a review of strategic alternatives. Item 5 lists every purchase over the past 60 days with prices. 3. **Amendment:** on March 20 the fund buys another 600,000 shares, taking it to 6.8%. That is more than 1% of the class, so a 13D/A is due within 2 business days, by March 24. 4. **Contrast:** a large index fund that also owns 6% of Acme reports its position on Schedule 13G within 45 days after the end of the calendar quarter, with no Item 4 or funding disclosure. ## How to track 13D and 13G filings on Quantisnow - [13D filings](https://www.quantisnow.com/categories/13d) and [13G filings](https://www.quantisnow.com/categories/13g) stream new ownership schedules as they publish. - The [large ownership feed](https://www.quantisnow.com/news/large-ownership) combines 5% holder news across companies. - [Following tickers](https://www.quantisnow.com/docs/following-tickers) and [alerts](https://www.quantisnow.com/docs/alerts) can notify you when a new holder files on a company you watch. ## FAQ ### What is the difference between Schedule 13D and 13G? Both disclose ownership of more than 5% of a class of voting equity. Schedule 13D is the long form for holders who may seek to influence or control the company, while Schedule 13G is a short form for passive investors, qualified institutions and exempt holders. ### How long do you have to file a Schedule 13D? Since February 2024, an initial Schedule 13D is due within 5 business days of crossing the 5% threshold. Amendments are due within 2 business days of a material change. ### When is a Schedule 13G due? Passive investors file an initial 13G within 5 business days of crossing 5%. Qualified institutional investors and exempt investors file within 45 days after the end of the calendar quarter in which they crossed 5%. ### What counts as a material change for a 13D amendment? Acquiring or disposing of 1% or more of the class is deemed material, and other changes, such as a new plan described in Item 4, can be material too. The amendment is due within 2 business days. ### Does a 13D filing mean a takeover is coming? No. A 13D only means the holder owns more than 5% and does not qualify as passive. Many 13D filers seek board changes or strategic reviews rather than a takeover, and some take no action at all. ### Can a 13G filer become an activist? Yes, but it must first switch to a Schedule 13D. It then cannot vote or acquire more shares until 10 days after the 13D is filed. --- # Form S-1 and IPO filings: how to read a registration statement > What a Form S-1 is, how the IPO filing sequence works from confidential draft to 424B4 final prospectus, and which S-1 sections reveal valuation, dilution and risk. Source: https://www.quantisnow.com/guides/form-s-1-and-ipo-filings Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - Form S-1 is the SEC registration statement a U.S. company files to register securities for sale to the public, most visibly in an initial public offering. - Many IPO candidates first submit a confidential draft registration statement, which must be made public at least 15 days before the roadshow begins. - The price range and share count usually appear in a later amendment (S-1/A), and the final terms appear in a 424B4 prospectus filed after pricing. - The most informative S-1 sections are the summary, risk factors, use of proceeds, dilution, capitalization, MD&A and principal stockholders. - An S-1 can also register resales by existing holders, which can add tradable supply without the company receiving any cash. Form S-1 is the registration statement a company files with the SEC to register securities for public sale, and it is the main document behind most U.S. initial public offerings (IPOs). It contains a full prospectus: the business, risk factors, financial statements, how the money will be used, how much existing holders own and what new investors will pay compared with book value. Reading an S-1 well tells you what a company is, how it has performed and what you would be buying at the offering price. ## What is a Form S-1? Form S-1 is the general-purpose registration form under the Securities Act of 1933. Any company that does not qualify for a shorter form, or that chooses not to use one, registers on Form S-1. That includes first-time issuers going public, special purpose acquisition companies (SPACs), and smaller companies registering follow-on offerings or resales by existing holders. Foreign private issuers use the equivalent Form F-1. The registration statement has two parts. Part I is the prospectus, the document delivered to investors. Part II contains information not required in the prospectus, such as offering expenses, indemnification, recent unregistered sales of securities and exhibits. The SEC's investor guidance on IPOs is at [https://www.sec.gov/resources-for-investors/investor-alerts-bulletins/updated-investor-bulletin-investing-ipo](https://www.sec.gov/resources-for-investors/investor-alerts-bulletins/updated-investor-bulletin-investing-ipo). ## What is the IPO filing sequence? An IPO produces a series of EDGAR filings over several months. The timeline below is typical. | Stage | Filing | What it shows | |---|---|---| | Confidential review | DRS (draft registration statement) | Not public while the SEC reviews it | | Public filing | S-1 | Full prospectus without price; must be public at least 15 days before the roadshow if a DRS was used | | Responses to SEC comments | S-1/A amendments, CORRESP and UPLOAD letters | Revisions; the SEC's comment letters are released later | | Price range | S-1/A | Expected price range, share count and underwriters | | Exchange registration | Form 8-A | Registers the shares under the Exchange Act for listing | | Effectiveness | EFFECT notice | The SEC declares the registration effective | | Pricing | 424B4 final prospectus | Final price, share count, proceeds, underwriting discount | | After trading | 8-K, then first 10-Q or 10-K | Closing of the offering and first periodic report | ### Confidential submissions Under the JOBS Act, emerging growth companies (EGCs) can submit a draft registration statement confidentially, and the SEC staff has extended that accommodation to most IPO issuers. The company must publicly file the S-1, along with earlier drafts, at least 15 days before starting the roadshow. In practice that means the first public S-1 often arrives only a few weeks before the IPO. ### Emerging growth companies An emerging growth company is an issuer with total annual gross revenue under $1.235 billion (the threshold as adjusted for inflation in 2022). EGCs can present two years of audited financial statements instead of three, provide scaled executive pay disclosure, "test the waters" with institutional investors, and delay the auditor attestation on internal control. EGC status can last up to five fiscal years after the IPO. ### Pricing and the 424B4 The SEC typically declares the registration effective late in the day, the underwriters price the deal that evening, and shares begin trading the next morning. The final prospectus, filed under Rule 424(b) and usually labeled 424B4 on EDGAR, includes the actual price and share count. Rule 430A lets the company leave pricing details out of the registration statement at effectiveness and add them in this final prospectus. ## Which S-1 sections matter most? - **Prospectus Summary:** a few pages on the business, key metrics and the offering. Read it first, then verify the claims elsewhere. - **Risk Factors:** long and partly boilerplate, but company-specific risks (customer concentration, regulatory approvals, dual-class control) are important. - **Use of Proceeds:** how the company plans to spend the money. "General corporate purposes" is common; repaying a sponsor's debt or paying selling holders tells you more. - **Dividend Policy and Capitalization:** the balance sheet before and after the offering. - **Dilution:** the difference between the IPO price and net tangible book value per share after the offering. New investors almost always pay more per share than existing holders did. - **MD&A:** revenue growth, margins, cash burn and key performance indicators such as customers or net revenue retention. - **Management and Executive Compensation:** pay, option grants and IPO-related awards. - **Principal Stockholders:** who owns what before and after the IPO, including venture funds and founders. - **Description of Capital Stock:** share classes, voting rights and anti-takeover provisions. - **Shares Eligible for Future Sale:** the lockup agreements, usually 180 days, and how many shares can be sold once they expire. - **Underwriting:** the bank syndicate, the underwriting discount (often in the range of 4% to 7% for IPOs) and the overallotment option, commonly up to 15% of the base deal. ## How to calculate dilution from an S-1 Dilution is the gap between what new investors pay and the net tangible book value they receive per share. The S-1 does the math in the Dilution section. You can sanity-check it with three numbers: net tangible book value before the offering, net proceeds from the offering, and total shares after the offering. ## Worked example: Acme Corp's IPO Acme Corp (ticker ACME), a hypothetical software company, files a public S-1 in early May after a confidential review. Key facts from its filings: - **S-1/A (late May):** 10 million shares offered at an expected range of $17 to $19. 50 million shares outstanding before the offering, with net tangible book value of $100 million ($2.00 per share). - **424B4 (June 12):** priced at $20, above the range. Gross proceeds $200 million; after a 6% underwriting discount and $3 million in expenses, net proceeds are about $185 million. Dilution math: | Item | Value | |---|---| | Net tangible book value after offering | $100M + $185M = $285M | | Shares outstanding after offering | 60 million | | Net tangible book value per share after | $4.75 | | Dilution per share to new investors | $20.00 - $4.75 = $15.25 | Shares Eligible for Future Sale states that all 50 million pre-IPO shares are locked up for 180 days, so the lockup expiry in December could add significant tradable supply. Principal Stockholders shows one venture fund owning 32% before the IPO. These details shape the stock's supply picture long after the first trading day. See [IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) for the quiet period and lockup expiry. ## S-1 resale registrations Not every S-1 is an IPO. Smaller public companies that do not qualify for Form S-3 often file an S-1 to register shares for resale by investors who bought in a private placement or hold warrants. In a resale registration, the company usually receives no proceeds (except from any warrant exercises), but once effective, those shares can be sold in the open market. The "Selling Stockholders" table shows who can sell and how much. See [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). ## How to track S-1 and IPO filings on Quantisnow - [S-1 filings](https://www.quantisnow.com/categories/s-1) stream new registration statements and amendments as they publish. - The [IPO calendar](https://www.quantisnow.com/ipos) tracks upcoming and recent listings. - The [offerings feed](https://www.quantisnow.com/news/offerings) covers follow-on offerings, pricings and prospectus filings after a company is public. ## FAQ ### What is a Form S-1? Form S-1 is the SEC registration statement used to register securities for public sale under the Securities Act of 1933. It is most commonly associated with IPOs but is also used for follow-on and resale registrations by companies that do not qualify for shorter forms. ### Does an S-1 filing mean the IPO will happen? No. An S-1 starts the public registration process, but companies can delay or withdraw an IPO because of market conditions or business changes. A withdrawn registration appears on EDGAR as a Form RW. ### What is the difference between an S-1 and a 424B4? The S-1 is the registration statement reviewed by the SEC, while the 424B4 is the final prospectus filed after the deal prices. The 424B4 contains the final offering price, number of shares and net proceeds. ### What is a DRS filing? A DRS is a draft registration statement submitted confidentially to the SEC for review before a public S-1. The company must make it public at least 15 days before beginning the IPO roadshow. ### How long is an IPO lockup period? Lockup periods are set by agreement with the underwriters rather than by SEC rule, and 180 days is the most common length. The terms, including any early release provisions, are described in the S-1 under Shares Eligible for Future Sale and Underwriting. ### What is an emerging growth company? An emerging growth company is an issuer with annual gross revenue under $1.235 billion that qualifies for scaled disclosure, such as two years of audited financials instead of three. The status can last up to five fiscal years after the IPO. --- # Shelf offerings and dilution: how to read S-3s, 424B supplements, ATMs and warrants > How shelf registrations, 424B prospectus supplements, at-the-market programs and warrants work, and how to spot share dilution in SEC filings before it hits the stock. Source: https://www.quantisnow.com/guides/shelf-offerings-and-dilution Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - A shelf registration on Form S-3 lets a company register securities in advance and sell them over up to three years, so the shelf itself is capacity rather than a sale. - The actual sale of shares under a shelf is disclosed in a prospectus supplement, typically labeled 424B5 on EDGAR, which states the size, price and use of proceeds. - Companies with a public float under $75 million are limited by the baby shelf rule to selling no more than one-third of their public float in any 12 months under Form S-3. - At-the-market (ATM) programs let a company sell shares gradually into the market through a sales agent, so dilution shows up in later 10-Q share counts rather than in one announcement. - Warrants, pre-funded warrants and convertible notes are future dilution, and the fully diluted share count is the number to compare against the shares outstanding. A shelf offering is a registration that lets a public company sell securities quickly at times of its choosing, and dilution is the reduction in each existing shareholder's ownership percentage when the company issues new shares. The two are closely linked: a Form S-3 shelf registration creates the capacity to issue stock, and later filings, mainly 424B prospectus supplements, 8-Ks and 10-Q share counts, show how much of that capacity is actually used. Learning to read these filings tells you how much new supply may be coming and on what terms. ## What is a shelf registration? A shelf registration is a registration statement filed under SEC Rule 415 that covers securities a company may sell in the future, rather than in a single immediate offering. Most shelves are filed on Form S-3, a short form available to companies that have been reporting with the SEC for at least 12 months and have filed their reports on time. A shelf can cover common stock, preferred stock, debt, warrants, units or a mix, up to a stated dollar amount, and it generally stays usable for three years after it becomes effective. Filing a shelf does not mean the company is selling stock that day. It means the company can sell quickly when it wants to, often within hours. The eligibility rules are in the General Instructions to Form S-3 at [https://www.sec.gov/files/forms-3.pdf](https://www.sec.gov/files/forms-3.pdf). ### Universal and automatic shelves - **Universal shelf:** an S-3 registering several types of securities up to one combined dollar amount, such as "$150,000,000 of common stock, preferred stock, debt securities, warrants and units." - **Automatic shelf (S-3ASR):** available to well-known seasoned issuers (WKSIs), generally those with a public float of at least $700 million. It becomes effective immediately on filing, with no SEC review and often no fixed dollar cap. ### The baby shelf rule Companies with a public float under $75 million can still use Form S-3 for primary offerings if their stock is listed on a national exchange, but General Instruction I.B.6 limits sales under the shelf to one-third of public float in any 12-month period. This is the "baby shelf" rule. It caps how much a small company can raise through its shelf, and it is why small caps sometimes turn to registered direct offerings, S-1 offerings, private placements or equity lines instead. ## How does a company actually sell off a shelf? Each sale under a shelf is called a takedown and is documented with a prospectus supplement filed under Rule 424(b). On EDGAR, these usually appear as 424B5 (primary takedowns), 424B3 or 424B7 (resale or other updates), and 424B2 (often debt and structured notes). | Offering type | How it works | Key filings | What to watch | |---|---|---|---| | Underwritten offering | Banks buy the shares and resell them, often overnight | Preliminary 424B5, pricing press release, final 424B5, 8-K | Discount to last close, deal size vs market cap | | Registered direct offering | Shares sold directly to a few investors via a placement agent | 424B5, 8-K (Item 1.01 for the purchase agreement) | Attached warrants, pricing discount | | At-the-market (ATM) program | A sales agent sells shares into the market over time | 424B5 for the program, 8-K, later 10-Q share counts | Amount sold each quarter, remaining capacity | | Confidentially marketed offering | Investors are approached privately, then the deal launches and prices quickly | 424B5 after launch | Often announced after the close and priced before the open | | Resale registration | Registers shares already sold in a private deal so holders can resell | S-1 or S-3, then 424B3 | Number of shares becoming tradable | ## What is an at-the-market (ATM) offering? An at-the-market offering is a program in which a company sells newly issued shares directly into the trading market at prevailing prices through a sales agent, usually a bank, for a commission that is commonly in the range of 1% to 3% of gross proceeds. The company files a 424B5 prospectus supplement for the program size (for example "up to $50 million") and an 8-K for the sales agreement, then sells shares gradually. ATMs are quiet. There is usually no press release for each day's sales. The amount sold typically appears in the next 10-Q or 10-K, often in the liquidity section or the equity note, and in the cover-page share count. A rising share count with no announced offering is often an ATM at work. ## What are warrants and why do they matter? A warrant is a contract that lets the holder buy new shares from the company at a fixed exercise price before an expiration date. When warrants are exercised, the company issues new shares, which adds to dilution. - **Common warrants** often accompany small-cap offerings and private placements, frequently with exercise prices near the offering price and terms of around five years. - **Pre-funded warrants** have a nominal exercise price, such as $0.0001, and are economically almost the same as shares. Investors use them to stay below ownership limits such as 4.99% or 9.99%. Treat them as shares for dilution purposes. - **Warrant inducements** occur when a company offers holders a lower exercise price or new warrants to encourage early exercise. They raise cash and add shares at once. Convertible notes and convertible preferred stock work similarly. Watch for variable conversion prices tied to a discount to the market price, because the number of shares issued rises as the stock falls. ## How to spot dilution in SEC filings 1. **Compare cover-page share counts.** Every 10-Q and 10-K reports shares outstanding as of a recent date. The change from one report to the next is the cleanest dilution measure. 2. **Read the equity footnote.** It lists outstanding warrants, options, restricted stock units and convertibles, with exercise prices and expiration dates. 3. **Check the liquidity section of MD&A.** Language such as "we will need to raise additional capital" or a cash runway of under 12 months suggests future offerings. 4. **Watch for shelf and proxy filings.** A new S-3, an increase in authorized shares in a DEF 14A, or a shareholder vote to approve issuing more than 20% of shares below market (required in some cases under Nasdaq Rule 5635(d) and similar NYSE rules) are early signals. 5. **Read 8-K Items 1.01 and 3.02.** Purchase agreements, placement agent agreements and unregistered sales of equity appear here. 6. **Calculate fully diluted shares.** Add warrants, options, RSUs and as-converted shares to the basic count. A small company with 20 million shares and 15 million warrants has a very different supply picture than the basic count suggests. ## Worked example: Acme Corp raises money off its shelf Acme Corp (ticker ACME), a hypothetical biotech, has 40 million shares outstanding and a public float of $60 million. It files a $100 million universal S-3 shelf that goes effective in March. - **Baby shelf limit:** with a $60 million float, Acme can sell no more than about $20 million (one-third of float) under the shelf in any 12 months. - **April:** Acme files a 424B5 for a $15 million ATM program. Over the next quarter it sells 3 million shares at an average of $3.10, raising about $9.3 million before commissions. Its next 10-Q shows 43 million shares outstanding. - **July:** after positive trial data, Acme prices a $10 million registered direct offering in a 424B5: 2.5 million shares at $4.00, plus common warrants for 2.5 million shares at $4.50 expiring in five years. An 8-K under Item 1.01 attaches the securities purchase agreement. - **Result:** basic shares rise from 40 million to 45.5 million, and fully diluted shares (including the new warrants) reach 48 million. An investor who owned 1% of Acme in March would own about 0.83% on a fully diluted basis by August, before counting existing options. None of these steps required a shareholder vote, and only the July deal came with a headline. The ATM sales were visible mainly in the 10-Q. ## How to track offerings and dilution on Quantisnow - The [offerings feed](https://www.quantisnow.com/news/offerings) and [offerings category](https://www.quantisnow.com/categories/offerings) stream new prospectus supplements, pricings and registered directs as they publish. - The [SEC filings feed](https://www.quantisnow.com/news/sec) includes new S-3 shelves, and [10-Q filings](https://www.quantisnow.com/categories/10-q) let you check updated share counts. - [Alerts](https://www.quantisnow.com/docs/alerts) can notify you when a company you follow files an offering document. Related guides: [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings), [proxy statements (DEF 14A)](https://www.quantisnow.com/guides/proxy-statements-def-14a) and [stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). ## FAQ ### Does filing a shelf registration mean a company is selling stock? No. A shelf registration on Form S-3 only registers securities for possible future sale. The actual sales are disclosed later in prospectus supplements, usually 424B5 filings, or in periodic reports for ATM programs. ### What is a 424B5? A 424B5 is a prospectus supplement filed under SEC Rule 424(b)(5), most often used to disclose a specific offering made under an effective shelf registration. It states the securities offered, the price or program size, the use of proceeds and the resulting dilution. ### What is the baby shelf rule? The baby shelf rule, in General Instruction I.B.6 of Form S-3, limits companies with a public float under $75 million to selling no more than one-third of their public float under a shelf in any 12-month period. It applies only to primary offerings by companies listed on a national exchange. ### How do I know if a company is using its ATM program? ATM sales usually are not announced one by one. Check the next 10-Q or 10-K for the number of shares sold and proceeds under the program, and compare the cover-page share count with the prior report. ### What are pre-funded warrants? Pre-funded warrants are warrants where almost all of the exercise price is paid upfront, leaving a nominal exercise price such as $0.0001 per share. They are economically close to shares and should be counted as such when measuring dilution. ### How long does a shelf registration last? A shelf registration under Rule 415 can generally be used for three years after its effective date. Companies often file a replacement shelf before the old one expires. --- # Proxy statements (DEF 14A) explained: executive pay, board votes and shareholder proposals > What a DEF 14A proxy statement is, when it is filed, how to read executive pay and voting proposals, and which proxy items signal dilution, governance fights or deals. Source: https://www.quantisnow.com/guides/proxy-statements-def-14a Section: Guides / SEC filings Last updated: 2026-10-25 ## Key takeaways - A DEF 14A is the definitive proxy statement a public company files with the SEC before a shareholder meeting, describing every matter shareholders will vote on. - Most DEF 14As cover director elections, auditor ratification, an advisory say-on-pay vote at least every three years, and any shareholder proposals. - The Summary Compensation Table and the pay versus performance table show how much executives were paid and how that compares with total shareholder return. - Proposals to increase authorized shares, approve a reverse split or approve a large equity plan can signal future dilution. - Contested elections and merger votes use different proxy form types, such as DEFC14A and DEFM14A, and dissidents can appear on a universal proxy card since 2022. A DEF 14A is the definitive proxy statement a public company files with the SEC before a shareholder meeting, and it describes every matter shareholders will be asked to vote on. For the annual meeting, that usually means electing directors, ratifying the auditor, an advisory vote on executive pay and any shareholder proposals. Because it also contains detailed executive compensation, ownership and related-party disclosures, the proxy statement is one of the best places to understand how a company is governed and who benefits from it. ## What is a proxy statement? A proxy statement is the disclosure document required by Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A whenever a company solicits shareholder votes, or "proxies." Most shareholders do not attend meetings in person; they vote by proxy, authorizing someone to cast their votes as instructed. The proxy statement gives them the information needed to decide. The form requirements are set out in Schedule 14A, which is why the EDGAR form types all end in "14A." The SEC explains the voting mechanics at [https://www.sec.gov/spotlight/proxymatters/voting_mechanics.shtml](https://www.sec.gov/spotlight/proxymatters/voting_mechanics.shtml). ## Proxy form types on EDGAR | Form type | What it is | |---|---| | PRE 14A | Preliminary proxy, required at least 10 calendar days before the definitive version when non-routine matters are on the ballot | | DEF 14A | Definitive proxy statement for an annual or special meeting | | DEFA14A | Additional soliciting materials, such as investor letters or responses to proxy advisers | | PREM14A / DEFM14A | Preliminary and definitive merger proxies for a shareholder vote on a deal | | PREC14A / DEFC14A | Preliminary and definitive proxies in a contested solicitation | | DFAN14A | Soliciting materials filed by a non-management party, such as an activist | A PRE 14A is not needed if the meeting only covers routine items, such as director elections, say-on-pay, auditor ratification, equity plans and shareholder proposals. When a company does file a PRE 14A, it often signals something unusual, such as an authorized share increase or a reverse split. ## When is the DEF 14A filed? There is no single fixed deadline for the proxy itself, but several rules shape the timing: - **120-day rule:** companies usually incorporate executive pay and governance information (Part III) into the 10-K by reference to the proxy. To do that, the DEF 14A must be filed within 120 days after fiscal year end. For a December year end, that is around April 30, which is why spring is proxy season. - **Notice and access:** companies that deliver proxy materials online must send shareholders a notice at least 40 calendar days before the meeting. - **Results:** final vote results are reported on an 8-K under Item 5.07 within 4 business days after the meeting. ## What is in a DEF 14A? ### Director elections The proxy lists each nominee with background, skills, other board seats, independence status and committee assignments. Check whether the company uses majority voting (a director must get more "for" than "against" votes) or plurality voting (the top vote-getters win, even with many withheld votes), and whether the board is classified (staggered), with only a portion elected each year. ### Executive compensation The compensation section is usually the longest. Key parts: - **Compensation Discussion and Analysis (CD&A):** management's explanation of the pay philosophy, performance metrics and peer group. - **Summary Compensation Table:** salary, bonus, stock awards, option awards, non-equity incentive pay and other compensation for the named executive officers, usually the CEO, CFO and three other highest-paid executives, over up to three years. - **Pay versus performance table:** required since 2022 under Item 402(v) of Regulation S-K, it compares "compensation actually paid" with total shareholder return, net income and a company-selected metric. - **CEO pay ratio:** the ratio of CEO pay to the median employee's pay. - **Grants, outstanding awards and severance:** equity award tables and potential payments on a change in control. ### Say-on-pay and say-on-frequency Companies must hold an advisory, non-binding say-on-pay vote at least once every three years, and a say-on-frequency vote at least once every six years to ask shareholders how often say-on-pay should occur. Most large companies hold say-on-pay annually. Support below about 70% is often treated as a warning sign by proxy advisers. ### Auditor ratification Shareholders ratify the audit firm, and the proxy discloses audit and non-audit fees. A sudden change in auditors usually shows up first in an 8-K under Item 4.01. ### Shareholder proposals Under Rule 14a-8, a shareholder can have a proposal included in the company's proxy if they have held at least $2,000 of stock for three years, $15,000 for two years or $25,000 for one year, and submit it by the deadline, generally 120 days before the anniversary of the prior year's proxy release date. The company includes the proposal and its response, usually a recommendation to vote against. ### Ownership and related-party transactions The security ownership table shows holdings of directors, officers and holders of more than 5%. The related-person transactions section covers dealings over $120,000 between the company and insiders or their families. ### Dilution-related proposals Watch for: - **Increase in authorized shares:** creates capacity to issue more stock. - **Reverse stock split authorization:** often used to regain compliance with a minimum bid price rule. See [stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). - **New or expanded equity incentive plans:** the proxy shows the share reserve and the "overhang" as a percentage of outstanding shares. - **Approval of issuances over 20%:** exchange rules, such as Nasdaq Rule 5635, can require a shareholder vote before certain large discounted issuances. See [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). ## Proxy contests and the universal proxy card In a proxy contest, an activist nominates its own director candidates. Since September 2022, SEC Rule 14a-19 requires both sides to use a universal proxy card listing all nominees, so shareholders can mix and match management and dissident candidates. The dissident must solicit holders of at least 67% of the voting power entitled to vote. Contested proxies are filed as PREC14A and DEFC14A, with the activist's materials appearing as DFAN14A. A proxy contest usually follows a Schedule 13D. See [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g). ## Worked example: reading Acme Corp's proxy Acme Corp (ticker ACME) has a December fiscal year end and files a PRE 14A on March 28, followed by a DEF 14A on April 8 for a May 20 annual meeting. The ballot: 1. Elect seven directors (plurality voting, declassified board). 2. Ratify the auditor. 3. Advisory say-on-pay vote. 4. Amend the charter to increase authorized common shares from 150 million to 300 million. 5. Approve an amendment adding 6 million shares to the equity incentive plan. Reading it closely: - **The PRE 14A** was required because of the authorized share increase, a non-routine charter amendment. - **Authorized vs outstanding:** Acme has 120 million shares outstanding and about 20 million reserved for warrants and options, leaving little room under the current 150 million authorization. Doubling it gives the board capacity for future offerings. - **Equity plan:** 6 million new shares equal 5% of outstanding, on top of existing grants. - **Pay versus performance:** CEO compensation actually paid rose while three-year total shareholder return was negative. - **Results:** Acme's 8-K under Item 5.07, filed within 4 business days after the meeting, shows say-on-pay passing with 64% support, a level that often prompts engagement with shareholders before the next year. ## How to track proxy statements on Quantisnow - [DEF 14A filings](https://www.quantisnow.com/categories/def-14a) stream new proxy statements as they publish. - The [leadership updates feed](https://www.quantisnow.com/news/leadership-updates) covers board and executive changes that often accompany proxy season. - [Following tickers](https://www.quantisnow.com/docs/following-tickers) and [alerts](https://www.quantisnow.com/docs/alerts) can notify you when a company on your watchlist files proxy materials. ## FAQ ### What is a DEF 14A? A DEF 14A is a definitive proxy statement filed with the SEC under Schedule 14A before a shareholder meeting. It describes the matters up for a vote, the board's recommendations, executive compensation and ownership details. ### What is the difference between PRE 14A and DEF 14A? A PRE 14A is a preliminary proxy filed at least 10 calendar days before the definitive version when the meeting includes non-routine matters, such as a charter amendment. A DEF 14A is the final version sent to shareholders. ### Is say-on-pay binding? No. Say-on-pay is an advisory vote, so the board is not required to change compensation if it fails. Low support often leads to changes or more engagement, and the next proxy must discuss how the company considered the result. ### Where can I find executive compensation in SEC filings? Executive compensation appears in the DEF 14A, mainly in the Compensation Discussion and Analysis and the Summary Compensation Table. The 10-K usually incorporates this information by reference rather than repeating it. ### What is a DEFM14A? A DEFM14A is a definitive merger proxy statement used when shareholders vote on a merger or acquisition. It includes the background of the deal, fairness opinions and the terms of the transaction. ### When are shareholder meeting results reported? Companies report final vote results on a Form 8-K under Item 5.07 within 4 business days after the shareholder meeting. --- # Form 4 explained: how to read insider trading filings > Form 4 is the SEC filing that discloses when officers, directors and 10% owners buy or sell company stock, due within 2 business days. Learn every key field and code. Source: https://www.quantisnow.com/guides/form-4-insider-trading-explained Section: Guides / Insiders and institutions Last updated: 2026-10-25 ## Key takeaways - Form 4 is the SEC filing that a company's officers, directors and owners of more than 10% of a class of its stock must submit within 2 business days of a change in their holdings. - The single-letter transaction code tells you what happened; code P is an open-market purchase and code S is an open-market sale, while codes A, M, F and G usually reflect compensation, option exercises, tax withholding and gifts. - Since April 2023, Form 4 includes a checkbox showing whether a trade was made under a Rule 10b5-1 trading plan, which helps separate pre-scheduled sales from discretionary ones. - Most insider selling is routine compensation and tax activity, so the open-market purchase (code P) is the transaction investors watch most closely. A Form 4 is the SEC filing that a company insider (an officer, a director, or a beneficial owner of more than 10% of a registered class of equity) must file within 2 business days after buying, selling or otherwise changing their ownership of the company's securities. It is the main public record of insider trading in US-listed stocks. Reading one well comes down to three things: who filed it, which transaction code they used, and whether the trade was discretionary or pre-planned. ## What is a Form 4? Form 4, officially the "Statement of Changes in Beneficial Ownership," is required by Section 16(a) of the Securities Exchange Act of 1934. Section 16 covers three groups, usually called "Section 16 insiders": - **Directors** of the company. - **Officers**, meaning the executives defined in SEC Rule 16a-1(f): the CEO, CFO, principal accounting officer, and any vice president in charge of a major business unit or function, plus anyone performing a policy-making role. - **Beneficial owners of more than 10%** of a registered class of equity securities. Form 4 is one of three related forms. Together they create a continuous record of what insiders own. | Form | When it is filed | Deadline | What it shows | |---|---|---|---| | Form 3 | Person first becomes an insider | Within 10 days | Initial holdings | | Form 4 | Any change in holdings, with narrow exceptions | Within 2 business days | Each transaction | | Form 5 | Annual catch-up for exempt or deferred items | Within 45 days after fiscal year end | Transactions not previously reported | All three are filed electronically on EDGAR and become public almost immediately. You can find them on the SEC's full-text and company search at https://www.sec.gov/edgar/search/. ## When is a Form 4 due? A Form 4 is due before the end of the second business day after the transaction date. A sale executed on a Monday must be reported by Wednesday night. The 2-business-day deadline dates from the Sarbanes-Oxley Act of 2002; before that, insiders could wait until the 10th day of the following month. There is one notable exception. For trades under a Rule 10b5-1 plan or certain employee benefit plans where the insider does not choose the execution date, the deadline runs from the date the insider is notified of the trade, as long as that is no later than the third business day after the trade. Late filings happen. Companies must disclose delinquent Section 16 filers in their annual proxy statement under the heading "Delinquent Section 16(a) Reports." ## How to read a Form 4, section by section A Form 4 has a header and two tables. **Header (boxes 1 to 7).** Box 1 is the reporting person's name and address. Box 2 is the issuer name and ticker. Box 3 is the date of the earliest transaction. Box 5 shows the relationship to the issuer: Director, Officer (with title), 10% Owner, or Other. Box 6 indicates individual or joint filing. **Table I: Non-Derivative Securities.** This covers common stock. Each row shows the title of the security, transaction date, transaction code, amount, whether shares were acquired (A) or disposed of (D), the price, the amount owned after the transaction, and whether ownership is direct (D) or indirect (I), such as through a trust or family member. **Table II: Derivative Securities.** This covers options, restricted stock units, warrants and convertible securities. It adds the exercise price, exercisable and expiration dates, and the underlying shares. **Footnotes.** Footnotes often hold the most useful context: weighted average prices for trades filled at multiple prices, the date a 10b5-1 plan was adopted, or an explanation that shares were sold to cover taxes. ## Form 4 transaction codes The transaction code in Table I, column 3 is the fastest way to understand what happened. These are the codes you will see most often: | Code | Meaning | Typical signal value | |---|---|---| | P | Open-market or private purchase | Highest. Insider spent their own cash. | | S | Open-market or private sale | Moderate. Often diversification or taxes. | | A | Grant or award from the company | Low. Compensation, not a market decision. | | M | Exercise or conversion of a derivative exempt under Rule 16b-3 | Low on its own. Look at what happens to the shares next. | | F | Shares withheld to pay exercise price or tax | Very low. Automatic tax withholding. | | G | Bona fide gift | Very low. Estate planning or charity. | | D | Disposition back to the issuer | Low. Often buybacks of unvested shares. | | X | Exercise of an in-the-money or at-the-money derivative | Low to moderate. | | C | Conversion of a derivative security | Low. | | J | Other acquisition or disposition (explained in footnotes) | Read the footnote. | Other codes exist (for example W for transfers by will, I for discretionary transactions under employee benefit plans, and V for voluntary early reports), but they appear less often. The full list is in the SEC's General Instructions for Form 4. A common pattern is an M row followed by S rows on the same day: an executive exercised options and immediately sold the resulting shares. That is usually a compensation event rather than a view on the stock. ## What changed with Rule 10b5-1 in 2023 Rule 10b5-1 lets insiders set up a written trading plan while they do not have material nonpublic information, then let trades execute automatically later. The SEC amended the rule in December 2022, with Form 4 changes effective April 1, 2023. The main changes: - **Cooling-off periods.** Directors and officers must wait the later of 90 days after adopting or modifying a plan, or 2 business days after the company files its 10-Q or 10-K for the quarter in which the plan was adopted (capped at 120 days), before the first trade. Other insiders wait 30 days. - **Form 4 checkbox.** Form 4 now has a checkbox indicating whether the reported transaction was made under a plan intended to satisfy Rule 10b5-1(c), and the filer must give the plan's adoption date. - **Gifts.** Bona fide gifts of securities must now be reported on Form 4 within 2 business days, instead of later on Form 5. - **Company disclosure.** Companies must disclose in their 10-Q and 10-K (Item 408 of Regulation S-K) when directors and officers adopt or terminate 10b5-1 plans. The practical effect: you can now see at a glance whether a sale was pre-scheduled months ago or decided recently. The SEC's summary of the amendments is at https://www.sec.gov/rules-regulations/2022/12/insider-trading-arrangements-related-disclosures. ## Worked example: reading a hypothetical Form 4 Suppose Acme Corp (ticker ACME) files a Form 4 for its CFO with these Table I rows: | Date | Code | Shares | A/D | Price | Owned after | |---|---|---|---|---|---| | 2026-03-02 | M | 20,000 | A | $12.00 | 95,000 | | 2026-03-02 | S | 20,000 | D | $41.15 (weighted avg) | 75,000 | | 2026-03-02 | F | 3,100 | D | $41.20 | 71,900 | The 10b5-1 checkbox is ticked, and a footnote says the plan was adopted on 2025-11-14. How to read it: 1. **M row.** The CFO exercised 20,000 options with a $12.00 strike. Table II will show the matching reduction in options. 2. **S row.** The same 20,000 shares were sold at a weighted average of $41.15. The footnote will typically offer to provide the full price breakdown on request. 3. **F row.** 3,100 shares were withheld to cover taxes on a separate vesting event. 4. **Context.** The checkbox and the adoption date show the sale was scheduled about 3.5 months earlier under a 10b5-1 plan. The CFO still holds 71,900 shares directly. Taken together, this is a routine exercise-and-sell. Compare that with a different filing where a director reports a single code P row buying 50,000 shares at $40.10 for about $2 million, with no 10b5-1 checkbox. That purchase was a discretionary decision to put personal money into the stock, which is why investors weigh it differently. The guide on [how to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying) covers how to judge that kind of signal. ## Why insider buying and selling are not symmetric Insiders sell for many reasons that have nothing to do with the outlook for the company: paying taxes on vested equity, buying a house, diversifying a concentrated position, or estate planning. Insiders typically buy on the open market for one main reason: they expect the shares to be worth more. This asymmetry is why many investors filter Form 4 data down to code P purchases and treat code S sales with more caution. A few other details matter: - **Indirect ownership.** Shares held by a spouse, a trust or a fund the insider controls are reported with "I" and a footnote. A 10% owner that is a venture fund may report trades by multiple affiliated entities on one form. - **Short-swing profits.** Under Section 16(b), insiders must give back to the company any profit from a purchase and sale (or sale and purchase) within less than 6 months. This discourages frequent trading and is one reason open-market purchases tend to be held. - **Blackout windows.** Most companies prohibit insiders from trading in the weeks before earnings. Discretionary trades therefore cluster in the open window after an earnings release. ## How to track Form 4 filings on Quantisnow Quantisnow streams Form 4 filings as they hit EDGAR and tags each one by ticker and transaction type: - The [insider trading feed](https://www.quantisnow.com/news/insider-trading) shows every new Form 4 in real time, and the [insider purchases feed](https://www.quantisnow.com/news/insider-trading-purchases) filters to open-market buys. - The [Form 4 category page](https://www.quantisnow.com/categories/form-4) collects recent filings, and [top insider purchases](https://www.quantisnow.com/top/insider-purchases) ranks the largest recent buys. - For a single company, the insiders page follows the pattern /insiders/ACME, and the [insiders overview](https://www.quantisnow.com/insiders) shows activity across the market. - To get notified, see [alerts](https://www.quantisnow.com/docs/alerts) and [following tickers](https://www.quantisnow.com/docs/following-tickers). For the bigger picture of how Form 4 fits with other filings, see [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) and [Form 144 explained](https://www.quantisnow.com/guides/form-144-explained), which covers the notice insiders file before selling restricted or control stock. ## FAQ ### Who has to file a Form 4? Directors, officers (as defined in SEC Rule 16a-1(f)), and beneficial owners of more than 10% of a registered class of a company's equity securities must file Form 4. Ordinary employees who are not officers do not file. ### How long do insiders have to file a Form 4? A Form 4 is due by the end of the second business day after the transaction. For certain 10b5-1 plan and benefit plan trades where the insider does not pick the date, the clock can start when the insider is notified, up to 3 business days after the trade. ### What does code P mean on a Form 4? Code P means an open-market or private purchase of the company's securities. It is the code most associated with an insider using personal money to increase their stake. ### What does code F mean on a Form 4? Code F means the insider paid an option exercise price or a tax liability by delivering or having the company withhold shares. It is usually automatic tax withholding when restricted stock vests and carries little information about the insider's view. ### Does a 10b5-1 sale mean the insider is bearish? Not necessarily. A 10b5-1 sale was scheduled under a plan adopted at least 30 to 120 days earlier, depending on the insider's role, so it reflects a past decision rather than a reaction to current information. ### Where can I find Form 4 filings? Form 4 filings are public on the SEC's EDGAR system at https://www.sec.gov/edgar/search/. Quantisnow also streams them in real time on its insider trading feed, tagged by ticker and transaction code. --- # How to track insider buying and judge the signal > Insider buying is tracked through SEC Form 4 code P filings. Learn how to find open-market purchases, spot cluster buys and judge which insider trades carry real signal. Source: https://www.quantisnow.com/guides/how-to-track-insider-buying Section: Guides / Insiders and institutions Last updated: 2026-10-25 ## Key takeaways - Insider buying is tracked through Form 4 filings with transaction code P, which insiders must file within 2 business days of an open-market purchase. - A cluster buy, where three or more different insiders buy within a short window such as two weeks, is generally treated as a stronger signal than a single purchase. - Purchase size relative to the insider's existing stake and salary matters more than the raw dollar amount. - Purchases by the CEO or CFO, made outside a 10b5-1 plan and after a price decline, are the trades investors most often single out for closer research. Insider buying is tracked by watching SEC Form 4 filings for transaction code P, which marks an open-market or private purchase by a company's officer, director or 10% owner. Because insiders must file within 2 business days, purchases become public quickly. The harder part is judging which purchases carry information, and that depends on who bought, how much, how many insiders bought together, and the circumstances around the trade. ## Why insider buying gets more attention than selling Insiders receive much of their pay in stock and options, so they sell regularly to pay taxes, diversify, or fund personal expenses. An open-market purchase is different: the insider uses their own cash, at market price, to add exposure to a company they already depend on for their salary. Academic research going back decades has found that insider purchases, on average, have been followed by better relative returns than insider sales, though the effect varies widely by company size and period and is not a guarantee for any single trade. The practical takeaway is simple. Most insider selling is noise, and a small fraction of insider buying is worth a closer look. ## Where insider purchases appear | Source | What it shows | Timing | |---|---|---| | Form 4 (code P) | Each open-market purchase with shares, price, and holdings after | Within 2 business days of the trade | | Form 5 | Annual catch-up for transactions not reported on Form 4 | Within 45 days after fiscal year end | | Schedule 13D amendment | Purchases by activists or 10%+ holders that change ownership by 1% or more | Within 2 business days of the material change | | Proxy statement (DEF 14A) | Total holdings of directors and executive officers | Annually | Form 4 is the primary source. For the field-by-field breakdown of the form and every transaction code, see [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained). ## What counts as a cluster buy? A cluster buy is a period when several different insiders at the same company buy shares on the open market within a short window. There is no official definition, but a common working rule is three or more distinct insiders buying within about two weeks to a month. Clusters matter because they reduce the chance that one person's purchase reflects something idiosyncratic, such as a director buying to meet a stock ownership guideline. When the CEO, CFO and two independent directors all buy in the same open trading window, it suggests broad agreement among people with the most information about the business. Clusters often show up right after an earnings release. Most companies only let insiders trade in an open window that starts a day or two after earnings and closes a few weeks before the quarter ends. Purchases therefore bunch together naturally, and a cluster is more informative when it is unusual for that company rather than a routine pattern each quarter. ## How to judge the quality of an insider purchase Not every code P carries the same weight. These factors help separate meaningful purchases from routine ones. | Factor | Stronger signal | Weaker signal | |---|---|---| | Who bought | CEO, CFO, chair, or several insiders | A single new director meeting an ownership guideline | | Size relative to stake | Increases holdings by 10% or more | Adds less than 1% to an already large stake | | Size relative to pay | Equal to a meaningful share of annual salary | Token amount | | Trading plan | Discretionary (no 10b5-1 checkbox) | Pre-scheduled 10b5-1 purchase | | Price context | After a sharp decline or near multi-year lows | After a big run-up | | Frequency | First purchase in years | Same insider buys every quarter | | Company size | Small and mid caps, where information gaps are larger | Mega caps with heavy analyst coverage | | Who the buyer is | Operating executive | 10% fund holder rebalancing | A few other details are easy to miss: - **Price field.** A purchase at a price well below market may be a private placement or rights offering rather than an open-market buy. Read the footnotes. - **Indirect purchases.** Buys through a trust or family member count, but check the footnote to see whose money it is. - **Offering participation.** Insiders sometimes buy in a company's own registered offering. That is reported, but it can mean they are supporting a capital raise rather than making an independent market decision. The guide on [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) explains those deals. - **Short-swing rule.** Section 16(b) requires insiders to return profits from a matched purchase and sale within less than 6 months, so an insider who buys generally expects to hold for at least that long. ## Worked example: scoring a hypothetical cluster Acme Corp (ticker ACME) reports quarterly results on a Tuesday, and the stock falls 28% to $14.00 on lowered guidance. Over the next nine trading days, four Form 4s appear: | Insider | Role | Shares bought (code P) | Avg price | Value | Holdings increase | |---|---|---|---|---|---| | J. Rivera | CEO | 60,000 | $14.20 | $852,000 | +18% | | M. Chen | CFO | 15,000 | $14.35 | $215,250 | +25% | | A. Okafor | Director | 10,000 | $14.10 | $141,000 | +40% | | P. Lund | Director | 2,000 | $14.60 | $29,200 | +3% | None of the forms has the 10b5-1 checkbox ticked. A check of prior filings shows the CEO has not bought on the open market in four years. How an investor might read it: 1. **Breadth.** Four insiders, including the two top financial officers, bought within a two-week window. That fits the cluster definition. 2. **Conviction.** The CEO's purchase is large in dollars and increases holdings by 18%. The CFO's buy raises holdings by a quarter. 3. **Timing.** All buys came after a sharp drop on guidance, which suggests insiders believe the market reaction was larger than warranted. 4. **Caveats.** The fourth director's purchase is small and adds little. Guidance was cut for a reason, and insiders can be wrong, especially about macro conditions outside their control. This is a pattern worth researching, not a conclusion. The next step would be reading the earnings release, the 10-Q risk factors, and the conference call commentary to understand what changed. See [how to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report). ## Common traps when following insider buys - **Treating every purchase as bullish.** Small token buys, ownership-guideline buys, and dividend reinvestment are not strong signals. - **Ignoring the 10% owner context.** A private equity or hedge fund holder buying more may be managing a position, increasing control, or preparing a bid. Check for a [Schedule 13D](https://www.quantisnow.com/guides/schedule-13d-vs-13g) and its stated purpose. - **Buying the headline late.** By the time a large CEO purchase is widely reported, the stock may have already moved. The filing date and the trade date can differ by up to two business days. - **Ignoring financing risk.** In small-cap companies, insider buying sometimes precedes or accompanies dilutive financing. Check recent [offerings](https://www.quantisnow.com/news/offerings). - **Overweighting one trade.** Insider data works best as one input alongside fundamentals, valuation, and news flow. ## How to track insider buying on Quantisnow Quantisnow streams Form 4 filings from EDGAR as they publish and tags each one by ticker and transaction code: - The [insider purchases feed](https://www.quantisnow.com/news/insider-trading-purchases) shows only open-market buys in real time, while the full [insider trading feed](https://www.quantisnow.com/news/insider-trading) includes sales, grants and exercises. - [Top insider purchases](https://www.quantisnow.com/top/insider-purchases) ranks the largest recent buys, and the [insider buys category](https://www.quantisnow.com/categories/insider-buys) collects purchase-related filings. - For one company, the insiders page follows the pattern /insiders/ACME, which makes clusters easy to see across several filers. - To be notified when insiders at a company you follow buy, set up [alerts](https://www.quantisnow.com/docs/alerts) and [follow the ticker](https://www.quantisnow.com/docs/following-tickers). ## FAQ ### What is the best way to track insider buying? Filter Form 4 filings to transaction code P, which marks open-market or private purchases. A real-time feed of Form 4 filings filtered to purchases, combined with alerts on tickers you follow, catches buys within hours of the SEC filing. ### What is a cluster buy? A cluster buy is when several different insiders at the same company, commonly three or more, buy shares on the open market within a short window such as two weeks to a month. It is generally treated as a stronger signal than a single purchase because it reflects agreement among multiple insiders. ### How quickly do insider purchases become public? Insiders must file a Form 4 within 2 business days of the transaction, and filings appear on EDGAR almost immediately after submission. So most insider purchases are public within two to three days of the trade. ### Are insider purchases a reliable buy signal? No single insider purchase is reliable on its own. Research has found that insider purchases have on average been followed by better relative performance than sales, but results vary widely, and insiders can be wrong about the business or the market. ### Why do insiders often buy right after earnings? Most companies restrict insider trading to an open window that begins shortly after quarterly results are released and closes before the quarter ends. Purchases naturally cluster in those few weeks when insiders are allowed to trade. ### Does a 10b5-1 purchase mean less than a discretionary one? Generally yes. A 10b5-1 purchase was scheduled under a plan adopted at least 30 days and often 90 days or more earlier, so it reflects a past decision rather than a reaction to current conditions. --- # Form 13F explained: how to read institutional holdings filings > What Form 13F is, which investment managers must file, the 45-day deadline, what 13F holdings include and leave out, and how to read institutional positions. Source: https://www.quantisnow.com/guides/form-13f-institutional-holdings Section: Guides / Insiders and institutions Last updated: 2026-10-25 ## Key takeaways - Form 13F is a quarterly SEC report of long equity holdings filed by institutional investment managers with investment discretion over at least $100 million in Section 13(f) securities. - A 13F is due within 45 days after the end of each calendar quarter, so the holdings it shows can be up to about six weeks old when published. - 13F reports cover U.S. exchange-listed stocks, certain ETFs, convertibles and listed options, but not short positions, cash, most bonds or most non-U.S. securities. - Managers may omit very small positions (under 10,000 shares and under $200,000 in value) and can request confidential treatment for some holdings. - 13F data is most useful for spotting trends across many managers and quarters, not for copying a single fund's current trades. Form 13F is a quarterly report that institutional investment managers with at least $100 million in qualifying U.S. equity securities must file with the SEC, listing their long positions as of the end of each calendar quarter. It is due within 45 days after the quarter ends. 13F filings are the main public window into what hedge funds, mutual fund families, pension managers, banks and insurance companies own, but they are delayed, incomplete snapshots rather than a live view of trading. ## What is Form 13F? Form 13F is required by Section 13(f) of the Securities Exchange Act of 1934. Congress added it in 1975 to give the public and regulators visibility into institutional ownership. The form has a cover page, a summary page with the total value and number of holdings, and an information table listing each position. Since 2013, the information table has been filed in a structured XML format, which is why 13F data is widely aggregated by data providers. The SEC's FAQ is at [https://www.sec.gov/rules-regulations/staff-guidance/division-investment-management-frequently-asked-questions/frequently-asked-questions-about-form-13f](https://www.sec.gov/rules-regulations/staff-guidance/division-investment-management-frequently-asked-questions/frequently-asked-questions-about-form-13f). ## Who must file a 13F? An institutional investment manager must file if it exercises investment discretion over Section 13(f) securities with an aggregate fair market value of at least $100 million on the last trading day of any month in a calendar year. Once it crosses that line, it must file for the December 31 quarter of that year and for each of the next three quarters. "Institutional investment manager" is broad. It includes: - Hedge funds and their advisers - Mutual fund and ETF sponsors - Registered investment advisers and wealth managers - Banks and trust companies - Insurance companies - Pension funds and endowments that manage their own money - Broker-dealers with discretionary accounts Individuals who manage only their own money generally are not institutional investment managers, though entities they use to invest can be. ## When is a 13F due? | Quarter end | Approximate 13F deadline | |---|---| | March 31 | May 15 | | June 30 | August 14 | | September 30 | November 14 | | December 31 | February 14 | The deadline is 45 calendar days after the quarter ends, moved to the next business day if it falls on a weekend or holiday. Many large managers file in the final days before the deadline, so mid-February, mid-May, mid-August and mid-November bring a wave of 13F filings. ## What does a 13F include and exclude? 13F reports only "Section 13(f) securities," which the SEC defines on an official list it publishes each quarter at [https://www.sec.gov/rules-regulations/staff-guidance/division-investment-management-frequently-asked-questions/official-list-section-13f-securities](https://www.sec.gov/rules-regulations/staff-guidance/division-investment-management-frequently-asked-questions/official-list-section-13f-securities). | Included | Not included | |---|---| | U.S. exchange-listed common stocks | Short positions | | Many exchange-traded funds | Cash and money market funds | | Shares of closed-end funds | Most bonds and fixed income | | Certain convertible debt | Most non-U.S.-listed securities | | Exchange-traded options (reported by underlying, as puts or calls) | Private company shares | | Warrants on listed securities | Futures, swaps and most OTC derivatives | Other rules worth knowing: - **Small position exemption:** a manager may omit holdings of fewer than 10,000 shares and less than $200,000 in market value. - **Options reporting:** options are reported by the value of the underlying shares, not the premium paid, which can make a small options bet look like a large position. - **Confidential treatment:** a manager can ask the SEC to keep certain holdings confidential, for example while it is still building a position. If granted, those holdings appear later in an amendment. - **Shared discretion:** where two managers share discretion over the same assets, only one reports, and the other may file a 13F Notice (13F-NT). ## 13F form types on EDGAR - **13F-HR:** the holdings report, the standard filing. - **13F-HR/A:** an amendment, which can restate the holdings or add new holdings (for example, ones previously granted confidential treatment). - **13F-NT:** a notice report, filed when all of the manager's holdings are reported by another manager. - **13F-CTR:** a combination report, filed when a manager reports some holdings and another manager reports the rest. ## How to interpret 13F data **What 13F data can tell you:** - Which institutions own a company and how concentrated ownership is. - Quarter-over-quarter changes: new positions, exits, increases and decreases. - Trends across many managers, such as a sector being widely added or trimmed. - How large a position is within a manager's portfolio, which hints at conviction. **What it cannot tell you:** - **Current holdings.** A 13F filed on February 14 shows holdings as of December 31. The manager may have sold everything since. - **Hedges and shorts.** A fund that appears long a stock may be fully hedged with a short position or swap that does not appear on the 13F. - **Entry prices.** The form reports values at quarter end, not the price paid or the timing within the quarter. - **Strategy.** A large index fund's holdings reflect index weights rather than a view on the stock. For timely ownership signals, 13F data is usually paired with faster filings. A holder crossing 5% must file a [Schedule 13D or 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) within days or weeks, and corporate insiders report trades on [Form 4](https://www.quantisnow.com/guides/form-4-insider-trading-explained) within 2 business days. ## Worked example: reading a 13F for Acme Corp A hypothetical hedge fund, Example Capital, files its 13F-HR on February 13 for the quarter ended December 31. The information table lists Acme Corp (ticker ACME): | Quarter | Shares | Value at quarter end | Put/Call | |---|---|---|---| | Q3 (Sept 30) | 0 | $0 | | | Q4 (Dec 31) | 1,200,000 | $36,000,000 | | | Q4 (Dec 31) | 500,000 | $15,000,000 | Put | How to read it: 1. **New position:** Example Capital did not hold Acme on September 30 and owned 1.2 million shares on December 31, worth $30 a share at quarter end. 2. **Puts:** the fund also held puts on 500,000 shares, reported at the value of the underlying ($15 million). The puts could be a hedge on part of the stake, so the net exposure may be smaller than the long position suggests. 3. **Timing:** the data is 44 days old on the filing date. Acme's price and the fund's position may both have changed. 4. **Context:** if Example Capital's total 13F portfolio is $600 million, Acme is about 6% of reported long value, a meaningful position for the fund. 5. **Cross-check:** Acme has 40 million shares outstanding, so 1.2 million shares is 3%, below the 5% level that would require a Schedule 13D or 13G. ## How to track institutional ownership on Quantisnow - The [large ownership feed](https://www.quantisnow.com/news/large-ownership) covers 5% holder filings, which arrive much faster than 13Fs. - [13D filings](https://www.quantisnow.com/categories/13d) and [13G filings](https://www.quantisnow.com/categories/13g) show new large holders as they file. - Company pages, following the /company/AAPL pattern, collect filings and news for a single ticker, and [following tickers](https://www.quantisnow.com/docs/following-tickers) brings them into your feed. ## FAQ ### What is a 13F filing? A 13F filing is a quarterly report to the SEC listing the long U.S. equity holdings of an institutional investment manager with at least $100 million in Section 13(f) securities. It shows the security, number of shares, market value at quarter end and whether the manager has voting authority. ### When are 13F filings due? 13F filings are due within 45 days after the end of each calendar quarter, which means around February 14, May 15, August 14 and November 14. ### Do 13F filings show short positions? No. Form 13F reports long positions and listed options only. Short sales, swaps and most other derivatives are not reported, so a 13F can overstate a fund's net exposure to a stock. ### Who has to file a 13F? Any institutional investment manager that exercises investment discretion over at least $100 million in Section 13(f) securities on the last trading day of any month in a calendar year. This includes hedge funds, advisers, banks, insurers and pension funds. ### How current is 13F data? 13F data reflects holdings on the last day of the quarter and can be filed up to 45 days later. By the time it is public, the manager may have already changed or exited the positions. ### What is the difference between 13F and 13D? A 13F is a periodic quarterly list of an institution's holdings across all companies. A Schedule 13D is an event-driven filing by any investor who crosses 5% of a single company's voting stock and may seek to influence it, due within 5 business days. --- # Form 144 explained: what a notice of proposed sale tells you about insider selling > What Form 144 is, who must file it under Rule 144, the 5,000 share or $50,000 threshold, how it differs from Form 4, and how to read a proposed insider sale. Source: https://www.quantisnow.com/guides/form-144-explained Section: Guides / Insiders and institutions Last updated: 2026-10-25 ## Key takeaways - Form 144 is a notice an affiliate of a public company files with the SEC when it plans to sell restricted or control securities under Rule 144. - A Form 144 is required when the planned sales in any three-month period exceed 5,000 shares or $50,000 in aggregate sale price. - The notice is filed concurrently with placing the sell order, and since April 13, 2023 it must be filed electronically on EDGAR for securities of reporting companies. - Form 144 shows an intent to sell, while Form 4, due within 2 business days after the trade, confirms that a sale actually happened and at what price. - Affiliates selling under Rule 144 are limited to the greater of 1% of shares outstanding or the average weekly trading volume over the prior four weeks in any three months. Form 144 is a notice that an affiliate of a public company, such as an officer, director or large shareholder, files with the SEC when it intends to sell restricted or control securities under Rule 144. It is required when planned sales over any three-month period exceed 5,000 shares or $50,000, and it is filed at the same time the sell order is placed. Because it often appears before the trade is reported on Form 4, a Form 144 can be the earliest public sign that an insider plans to sell. ## What is Rule 144? Rule 144 is the SEC rule that provides a safe harbor for the public resale of restricted and control securities without registering the sale. Without it, an affiliate selling stock could be treated as an underwriter in an unregistered distribution. The SEC's overview is at [https://www.sec.gov/about/reports-publications/investorpubsrule144](https://www.sec.gov/about/reports-publications/investorpubsrule144), and the form itself is at [https://www.sec.gov/files/form144.pdf](https://www.sec.gov/files/form144.pdf). Two terms matter: - **Restricted securities** are shares acquired in unregistered transactions, such as private placements, pre-IPO stock or certain employee stock awards. - **Control securities** are any shares held by an affiliate, even shares bought in the open market. An **affiliate** is a person who controls, is controlled by, or is under common control with the company. Executive officers, directors and holders of roughly 10% or more of the voting stock are commonly treated as affiliates, though the test depends on the facts. ## Who has to file Form 144? An affiliate selling under Rule 144 must file Form 144 if the amount to be sold in any three-month period exceeds either: - **5,000 shares**, or - **$50,000** in aggregate sale price. Non-affiliates selling restricted securities generally do not file Form 144. In practice, nearly all Form 144s are filed by officers, directors, founders, venture funds and other large holders, usually through their broker. ## When is Form 144 filed? Form 144 must be filed concurrently with either placing a sell order with a broker or executing a sale directly with a market maker. The seller must have a bona fide intention to sell within a reasonable time after filing. Since April 13, 2023, Form 144 for securities of companies that report to the SEC must be filed electronically on EDGAR. Before that, many were filed on paper and were hard for the public to see. The electronic mandate is a main reason Form 144 data now flows into real-time news feeds. ## Rule 144 conditions for affiliates To use the safe harbor, an affiliate must meet five conditions: | Condition | Requirement | |---|---| | Holding period | Restricted securities must be held at least 6 months if the company has been an SEC reporting company for at least 90 days, or 1 year otherwise. Control securities bought in the open market have no holding period. | | Current public information | The company must be current in its SEC reports. | | Volume limit | Sales in any three months cannot exceed the greater of 1% of shares outstanding or the average weekly trading volume over the four calendar weeks before the notice. | | Manner of sale | Equity securities must be sold in ordinary brokers' transactions or directly with a market maker, without soliciting buyers or paying unusual commissions. | | Notice of sale | File Form 144 if sales in three months exceed 5,000 shares or $50,000. | The volume limit is why large holders often sell gradually over many months rather than in one block, unless they use a registered offering instead. ## What is in a Form 144? A Form 144 discloses: - **The seller** and their relationship to the company (officer, director, 10% holder and so on). - **The broker** handling the sale. - **The number of shares** to be sold and their **aggregate market value** on the filing date. - **Shares outstanding** for the class, which lets you compute the sale as a percentage of the company. - **The approximate date of sale** and the exchange. - **How and when the shares were acquired**, such as an option exercise, restricted stock vesting, a founder grant or an open-market purchase. - **Sales by the same person in the past three months.** - **A representation** that the seller does not know of material adverse information that has not been disclosed, and, if the sale is made under a Rule 10b5-1 trading plan, the date the plan was adopted. ## Form 144 vs Form 4 | | Form 144 | Form 4 | |---|---|---| | Purpose | Notice of a proposed sale | Report of a completed transaction | | Who files | Affiliates selling restricted or control stock | Officers, directors and 10% owners (Section 16 insiders) | | Timing | When the sell order is placed | Within 2 business days after the trade | | Covers buys | No, sales only | Yes, buys, sells, grants, exercises and gifts | | Shows final price | No, shows estimated market value | Yes, actual price per share | | Sale required | No, the seller may not sell everything | Reports what actually happened | A Form 144 does not guarantee that any shares will be sold, and the actual sale may be smaller or spread out over time. The Form 4 is the confirmation. See [Form 4 insider trading explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) for transaction codes and how to read the confirmation. ## How to read a Form 144 1. **Check the seller's role.** A CEO planning to sell a meaningful part of their holdings reads differently from a venture fund distributing shares long after an IPO. 2. **Size it.** Compare the shares to be sold with shares outstanding and with the seller's total holdings, which you can find in their latest Form 4 or the proxy statement. 3. **Look at how the shares were acquired.** Sales of shares from vesting restricted stock or option exercises are often tied to compensation and taxes. Sales of shares bought in the open market are a different decision. 4. **Look for a 10b5-1 plan date.** Sales under a Rule 10b5-1 plan were scheduled in advance, which generally makes them less informative about current views. Since 2023 amendments, directors and officers face a cooling-off period of at least 90 days after adopting a plan before trading under it. 5. **Watch for clusters.** Several insiders filing Form 144s around the same time, especially outside of routine vesting dates, can be worth noting. 6. **Match it to the Form 4.** Follow up within days to see whether the sale happened, at what price and in what size. ## Worked example: a Form 144 at Acme Corp Acme Corp (ticker ACME) has 80 million shares outstanding and an average weekly trading volume of 1.2 million shares over the past four weeks. Its CFO files a Form 144 on a Monday: - **Shares to be sold:** 60,000 - **Aggregate market value:** $2,400,000 (about $40 per share) - **Acquired:** restricted stock units that vested over the past year - **10b5-1 plan:** adopted five months earlier - **Sales in the past three months:** 20,000 shares How to read it: - **Threshold:** 60,000 shares and $2.4 million are well above 5,000 shares and $50,000, so the notice is required. - **Volume limit:** the cap is the greater of 1% of outstanding (800,000 shares) or average weekly volume (1.2 million shares), so 1.2 million. The CFO's 80,000 shares over three months is far below it. - **Context:** the shares came from compensation, and the sale is under a pre-arranged plan adopted months earlier. This reads as a routine, scheduled sale rather than a reaction to new information. - **Confirmation:** on Wednesday, the CFO files a Form 4 with code S showing 60,000 shares sold at an average of $39.85, along with a footnote referencing the 10b5-1 plan. Compare that with a hypothetical director filing a Form 144 to sell 500,000 shares bought in the open market, with no trading plan, a week after the company lowered guidance. Same form, different information. ## How to track Form 144 and insider selling on Quantisnow - The [insider trading feed](https://www.quantisnow.com/news/insider-trading) streams insider filings, including proposed sales and completed trades, as they reach EDGAR. - [Form 4 filings](https://www.quantisnow.com/categories/form-4) show the completed transactions that follow a Form 144. - The [insiders page](https://www.quantisnow.com/insiders) and per-company insider pages such as /insiders/AAPL summarize recent insider activity for a ticker. - For the buy side, see [insider buys](https://www.quantisnow.com/categories/insider-buys) and the guide on [how to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying). ## FAQ ### What is a Form 144 filing? A Form 144 is a notice filed with the SEC by an affiliate of a public company who intends to sell restricted or control securities under Rule 144. It is required when planned sales in any three-month period exceed 5,000 shares or $50,000. ### Does a Form 144 mean the insider sold shares? No. Form 144 is a notice of a proposed sale, and the seller is not obligated to sell all, or any, of the shares listed. Completed sales by officers, directors and 10% owners are reported on Form 4 within 2 business days. ### When must Form 144 be filed? Form 144 must be filed concurrently with placing the sell order with a broker or executing the sale directly with a market maker. Since April 13, 2023, it must be filed electronically on EDGAR for securities of reporting companies. ### What is the Rule 144 volume limit? An affiliate may sell no more than the greater of 1% of the class's shares outstanding or the average weekly trading volume over the four calendar weeks before the notice, in any three-month period. ### Is a Form 144 a bearish signal? Not necessarily. Many Form 144 sales are routine, tied to compensation, taxes, diversification or pre-arranged 10b5-1 trading plans. The seller's role, the size relative to their holdings and the timing provide more context than the filing itself. ### Do non-affiliates need to file Form 144? Generally no. Non-affiliates can resell restricted securities under Rule 144 after the holding period, subject to current public information for a period, without filing Form 144. --- # Trading news catalysts: how news moves stock prices > A news catalyst is an event like earnings, an FDA ruling or a merger that makes a stock reprice. Learn how fast prices react, why stocks sell the news and how halts work. Source: https://www.quantisnow.com/guides/trading-news-catalysts Section: Guides / Trading the news Last updated: 2026-10-25 ## Key takeaways - A news catalyst is a discrete event, such as an earnings release, FDA decision, merger announcement or analyst rating change, that causes the market to reprice a stock. - Prices react to the gap between the news and expectations, not to whether the news is good or bad in absolute terms, which is why sell-the-news moves happen. - Liquid large-cap stocks often absorb major headlines within seconds to minutes, while small caps can take hours or days to settle. - US exchanges can halt a stock for pending news (code T1), and the Limit Up-Limit Down mechanism pauses trading for 5 minutes when a price moves outside its band. A news catalyst is an event that gives the market new information about a company and forces its stock to reprice: an earnings release, an FDA approval, a merger agreement, an analyst downgrade, a guidance cut, or an SEC filing that reveals a material change. How much a stock moves depends on the gap between the news and what was already expected, how surprising and lasting the information is, and how liquid the stock is. Understanding those mechanics matters more than reacting quickly. ## What counts as a news catalyst? Catalysts fall into two broad groups. **Scheduled catalysts** have a known date, so the market can position in advance. **Unscheduled catalysts** arrive without warning and tend to produce the largest gaps. | Catalyst | Scheduled? | Where it first appears | Typical impact | |---|---|---|---| | Quarterly earnings | Yes | Press release, then 8-K Item 2.02 | Large, especially on guidance | | FDA approval or CRL | Usually (PDUFA date) | Company press release, FDA notices | Very large for small biotechs | | Clinical trial readout | Sometimes | Press release, medical conference | Very large for single-asset biotechs | | Merger or acquisition | No | Press release plus 8-K Item 1.01 | Target jumps toward offer price | | Analyst upgrade or downgrade | No | Wire headlines, broker notes | Small to moderate | | Executive departure | No | 8-K Item 5.02 | Moderate, larger for surprise CEO exits | | Equity offering | No | 424B prospectus supplement, press release | Often negative from dilution | | Restatement warning | No | 8-K Item 4.02 | Often sharply negative | | Insider cluster buying | No | Form 4 | Small, more in small caps | | Index inclusion | Yes (announced in advance) | Index provider release | Moderate around effective date | For a full map of which filings carry which events, see [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) and [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained). ## How fast do prices react to news? In heavily traded large caps, algorithmic traders parse headlines and filings in milliseconds, and the bulk of the initial move typically happens within seconds to a few minutes. In small and micro caps with fewer market makers and thinner order books, price discovery can take much longer, and moves often continue or reverse over the following hours and days. Timing also depends on when the news arrives: - **Pre-market (4:00 a.m. to 9:30 a.m. Eastern).** Many companies release earnings and major news before the open. Pre-market trading is thinner, so quotes can be wide and moves exaggerated. - **Regular session (9:30 a.m. to 4:00 p.m. Eastern).** Intraday news is absorbed with the most liquidity, but listed companies are expected to notify their exchange before releasing material news during market hours, which can lead to a halt. - **After hours (4:00 p.m. to 8:00 p.m. Eastern).** The most common window for earnings. The real test often comes at the next open, when full liquidity returns. Retail investors almost never win a speed race against automated systems. The edge, where it exists, usually comes from understanding the news better: reading the full filing, noticing what the headline left out, or seeing a pattern across several filings. ## Why does good news sometimes push a stock down? "Sell the news" describes a stock falling after news that looks positive. It usually happens for one of these reasons: - **Expectations were higher.** If a company beats consensus earnings by 5% but the informal "whisper" number was 10%, the beat disappoints. - **The event was fully priced in.** A stock that rallied 60% into an FDA decision may fall on approval because traders who bought for the event sell it. - **The details are worse than the headline.** Strong revenue paired with weaker margins or lower guidance can outweigh the top-line beat. - **Financing follows good news.** Small companies often raise capital right after positive news, and the offering dilutes shareholders. The general principle: markets price the difference between what happened and what was expected. A loss smaller than feared can lift a stock; a record quarter with a soft outlook can sink it. The guide on the [earnings season calendar](https://www.quantisnow.com/guides/earnings-season-calendar) covers expectations and guidance in more detail. ## How trading halts work Exchanges have several tools to pause trading around news or extreme volatility. ### News pending halts A regulatory halt with code **T1** means "halt, news pending." The listing exchange stops trading so that material news can be disseminated widely before trading resumes. A **T2** code means the news has been released, and trading typically resumes after a short interval once the exchange is satisfied the market has absorbed it. Nasdaq and NYSE publish current halts on their websites. ### Limit Up-Limit Down (LULD) pauses The LULD mechanism sets a price band around each stock's recent average price. If trading cannot occur within the band for 15 seconds, the stock enters a **5-minute trading pause**. Bands are tighter for higher-priced, more liquid stocks (generally 5% for large S&P 500 and Russell 1000 stocks priced above $3.00 during most of the day) and wider for others, and they double near the open and close. LULD pauses are common in small caps on breaking news. ### Market-wide circuit breakers If the S&P 500 falls 7% (Level 1) or 13% (Level 2) from the prior close before 3:25 p.m. Eastern, all US equity trading halts for 15 minutes. A 20% decline (Level 3) halts trading for the rest of the day. These apply to the whole market rather than one stock. ### SEC trading suspensions The SEC can suspend trading in any stock for up to 10 trading days when it has concerns about the accuracy of public information, often in suspected promotion schemes. Suspensions are listed at https://www.sec.gov/litigation/suspensions. ## Worked example: a hypothetical catalyst day Acme Corp (ticker ACME), a $600 million biotech, has a PDUFA date of Friday. The stock has risen from $18 to $29 over six weeks. 1. **Friday 4:45 p.m. Eastern.** Acme issues a press release announcing FDA approval. In after-hours trading, the stock jumps to $34 on light volume. 2. **Friday 5:30 p.m.** A closer read of the release shows the label includes a boxed warning and a narrower patient population than the company had expected. The after-hours price drifts back to $30. 3. **Monday 7:00 a.m.** Acme files a prospectus supplement for a $150 million stock offering. Pre-market quotes fall to $26. 4. **Monday 9:30 a.m.** The stock opens at $25.50, below the pre-approval close, triggering a 5-minute LULD pause shortly after the open as the price swings. The headline ("FDA approves Acme drug") was positive. The reaction was negative because the run-up priced in approval, the label disappointed, and the offering added dilution. Each piece arrived through a different channel: press release, label document, and SEC filing. For more on this pattern, see [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) and [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). ## Risk notes for news-driven trading - **Gaps skip stop orders.** If news hits after hours, a stock can open far below a stop price, and the stop fills at the open, not at the stop level. - **Spreads widen.** Bid-ask spreads widen sharply around news, especially pre-market and after hours. - **Headlines can be wrong.** Early headlines sometimes misstate a figure or misread a filing. Check the primary source. - **Volatility cuts both ways.** Options pricing reflects expected moves around scheduled events, and implied volatility usually falls after the event. See [options chain basics](https://www.quantisnow.com/guides/options-chain-basics). ## How to follow catalysts on Quantisnow Quantisnow streams press releases and filings as they publish, tagged by ticker and event type: - The [live news feed](https://www.quantisnow.com/news) carries every press release, with dedicated feeds for [SEC filings](https://www.quantisnow.com/news/sec), [FDA news](https://www.quantisnow.com/news/fda) and [analyst ratings](https://www.quantisnow.com/news/analyst-ratings). - [Trending](https://www.quantisnow.com/top/trending) surfaces the stocks generating the most news activity right now. - The [earnings calendar](https://www.quantisnow.com/earnings) shows scheduled catalysts, and the [market calendars docs](https://www.quantisnow.com/docs/market-calendars) explain how dates are sourced. - [Alerts](https://www.quantisnow.com/docs/alerts) notify you when a followed ticker gets news, and [event categories](https://www.quantisnow.com/docs/event-categories) explain how each item is tagged. ## FAQ ### What is a catalyst in stocks? A catalyst is an event that gives the market new information and causes a stock to reprice, such as an earnings release, FDA decision, merger announcement, analyst rating change, or major SEC filing. ### Why does a stock drop on good news? A stock can fall on good news when the result was already expected and priced in, when the details are weaker than the headline, or when the company follows the news with a dilutive stock offering. Prices react to news relative to expectations. ### What does a T1 halt mean? A T1 halt means trading is halted because news is pending. The exchange pauses trading so the news can be released widely, then resumes trading after a T2 (news released) status. ### How long does an LULD pause last? A Limit Up-Limit Down pause lasts 5 minutes. It is triggered when a stock cannot trade within its price band for 15 seconds, and trading resumes through a reopening auction. ### When do most companies release market-moving news? Most companies release scheduled news, especially earnings, before the 9:30 a.m. Eastern open or after the 4:00 p.m. close. Unscheduled news can arrive at any time, and intraday releases of material news may be preceded by a news pending halt. --- # Analyst upgrades and downgrades: ratings, price targets and initiations > An analyst upgrade or downgrade is a change in a sell-side analyst's stock rating. Learn what Buy, Hold and Sell mean, how price targets work and which changes matter. Source: https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades Section: Guides / Trading the news Last updated: 2026-10-25 ## Key takeaways - An analyst upgrade or downgrade is a change in a brokerage analyst's recommendation on a stock, such as moving from Hold to Buy or from Buy to Neutral. - Rating scales differ by firm, but most map to three buckets (buy, hold, sell), and Buy-equivalent ratings typically outnumber Sell ratings by a wide margin across the market. - A price target is the analyst's estimate of where the stock will trade, usually over 12 months, and target changes without a rating change tend to move stocks less. - Rating changes from widely followed analysts, double-notch moves, and downgrades of crowded stocks tend to produce the largest price reactions. An analyst upgrade or downgrade is a change in the recommendation that a sell-side research analyst at a brokerage or investment bank publishes on a stock, for example from Hold to Buy (an upgrade) or from Outperform to Market Perform (a downgrade). These changes are distributed to the firm's clients first and then reported in headlines, where they can move a stock by a few percent or more on the day. Knowing how rating scales, price targets and initiations work helps you read these headlines in context. ## What do analyst ratings mean? Sell-side analysts cover a list of companies, build earnings models, talk to management and customers, and publish research with a rating and a price target. Each firm uses its own vocabulary, but nearly all scales collapse into three buckets. | Bucket | Common labels | Typical meaning | |---|---|---| | Buy | Buy, Strong Buy, Outperform, Overweight, Accumulate, Positive | Expected to beat its benchmark or sector over the rating horizon | | Hold | Hold, Neutral, Market Perform, Equal Weight, Sector Perform, In-Line | Expected to perform roughly in line | | Sell | Sell, Underperform, Underweight, Reduce, Negative | Expected to lag its benchmark or sector | Two details are easy to miss: - **Relative vs absolute.** "Overweight" and "Outperform" are usually relative to a sector or index, not a statement that the stock will rise. A stock can be rated Outperform and still fall, if the market falls more. - **Ratings skew positive.** Across the market, Buy-equivalent ratings typically far outnumber Sell ratings. FINRA Rule 2241 requires research reports to disclose the percentage of the firm's ratings in each of the buy, hold and sell categories, which you can find near the end of a report. ## What is a price target? A price target is the analyst's estimate of the stock's value at the end of a set period, most often 12 months. It is usually derived from a valuation method: a multiple of forecast earnings or cash flow, a discounted cash flow model, or for biotech, a probability-weighted sum of pipeline values. Price target changes without a rating change are frequent. After a strong rally, analysts often raise targets to catch up to the price; after a selloff, they trim them. These follow-the-price adjustments usually carry less information than a rating change. A target change matters more when it moves materially away from the current price or from the consensus of other analysts. ## Types of analyst actions | Action | What happens | How much it usually matters | |---|---|---| | Upgrade | Rating moves to a more positive bucket | Moderate to high | | Downgrade | Rating moves to a more negative bucket | Moderate to high, often larger than upgrades | | Double upgrade or downgrade | Rating skips a level, such as Sell to Buy | High | | Initiation | Analyst starts covering the stock with a first rating | Moderate, depends on the firm | | Reiteration | Analyst repeats the existing rating, often with new estimates | Low | | Price target raise or cut | Target changes, rating unchanged | Low to moderate | | Coverage suspended or dropped | Analyst stops covering | Usually low, sometimes due to a banking role | ### Why downgrades often move stocks more than upgrades Because ratings skew positive, a downgrade is a rarer event and may signal that an analyst sees a real problem. Downgrades of widely held, crowded stocks can trigger larger reactions as many holders reassess at the same time. ### What a coverage initiation means An initiation is the first report an analyst publishes on a company, typically a long piece explaining the business and the investment case. Initiations cluster around two events: when a new analyst joins a firm and takes over coverage, and about 25 days after an IPO, when the underwriting banks' analysts commonly launch coverage together. The [IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) guide explains that timing. ## Which rating changes tend to move stocks? Research and market experience point to several factors that make a rating change more likely to matter: - **Analyst reputation and reach.** Well-ranked analysts at large firms with broad institutional distribution move prices more. - **Contrarian calls.** An upgrade when most analysts are negative, or a downgrade when most are positive, carries more information than a move with the crowd. - **New information.** A change tied to a channel check, a model revision, or a conversation with management carries more weight than one based only on valuation after a price move. - **Double-notch moves.** Skipping a rating level signals stronger conviction. - **Small and mid caps.** Stocks with fewer analysts and less coverage can react more to a single change. - **Timing.** Rating changes are usually published before the open, so the reaction shows up in pre-market trading and at the open. Rating changes are also often a reaction to news rather than a cause of it. Many downgrades come right after an earnings miss, when the price has already moved. ## Conflicts of interest and how they are disclosed Brokerages earn investment banking fees from some of the companies their analysts cover, which creates potential conflicts. FINRA Rule 2241 and SEC Regulation AC address this: - Research reports must disclose whether the firm has received investment banking compensation from the company in the past 12 months or expects to in the next 3 months. - Analysts must certify that the views in the report reflect their personal opinions (Regulation AC). - Research analysts may not be supervised or compensated based on specific investment banking deals. - Reports must show the distribution of ratings and, for many reports, a price chart with rating history. Retail investors usually see only the headline, not the disclosures. When an analyst at an underwriting bank initiates on a recent IPO, the conflict is worth keeping in mind. The rule text is at https://www.finra.org/rules-guidance/rulebooks/finra-rules/2241. ## Worked example: reading a hypothetical upgrade headline Before the open on a Tuesday, this headline appears: "Big Bank upgrades Acme Corp (ACME) to Buy from Neutral, raises price target to $64 from $48." ACME closed Monday at $50. How to unpack it: 1. **Rating move.** Neutral to Buy is a one-notch move from the Hold bucket into Buy. That is a full upgrade, not just a target change. 2. **Price target.** The new $64 target implies 28% upside from $50, and the $16 increase is larger than the recent price move, suggesting the analyst changed estimates rather than just following the stock. 3. **Consensus check.** Suppose the other 11 analysts covering ACME show 4 Buy, 6 Hold and 1 Sell, with an average target of $52. This upgrade pulls the analyst away from consensus, which makes it more notable. 4. **Thesis.** The note cites improving margins from a cost program and an expected price increase. That is new analysis, not a reaction to price. 5. **Reaction.** ACME opens up 4%. Whether that holds over following weeks depends on whether the margin thesis plays out in the next earnings report. Compare a second headline the same morning: "Other Bank raises Acme Corp price target to $52 from $50, maintains Hold." That is a minor adjustment close to the current price and usually draws little reaction. ## How to follow analyst ratings on Quantisnow Quantisnow streams analyst rating actions as they are reported, tagged by ticker and action type: - The [analyst ratings feed](https://www.quantisnow.com/news/analyst-ratings) shows every upgrade, downgrade, initiation and price target change in real time. - Category pages split them by type: [analyst upgrades](https://www.quantisnow.com/categories/analyst-upgrades), [analyst downgrades](https://www.quantisnow.com/categories/analyst-downgrades), and [coverage initiated](https://www.quantisnow.com/categories/coverage-initiated). - [Top analyst upgrades](https://www.quantisnow.com/top/analyst-upgrades) ranks the most notable recent upgrades. - To get notified when a followed company gets a rating change, use [alerts](https://www.quantisnow.com/docs/alerts) and [following tickers](https://www.quantisnow.com/docs/following-tickers). ## FAQ ### What is an analyst upgrade? An analyst upgrade is when a brokerage analyst raises their recommendation on a stock to a more positive rating, for example from Hold to Buy or from Underperform to Market Perform. ### What is the difference between Overweight and Buy? Overweight and Buy are both in the positive bucket, but Overweight is usually relative, meaning the analyst expects the stock to beat its sector or benchmark. Buy is often framed as an expected positive total return, though definitions differ by firm and are disclosed in each report. ### How accurate are analyst price targets? Price targets are estimates based on the analyst's model and assumptions, typically for a 12-month horizon, and actual prices often end up well above or below them. They are more useful as a summary of the analyst's view than as a forecast to rely on. ### Why do analysts initiate coverage about 25 days after an IPO? Banks that underwrote an IPO commonly wait about 25 days, the end of the prospectus delivery period for exchange-listed IPOs, before their analysts publish research. Many of them then initiate on the same day. ### Do analyst downgrades always make a stock fall? No. Many downgrades follow news that has already moved the price, and a downgrade that repeats what the market already knows may have little effect. Reactions are larger when the downgrade is unexpected or comes from a widely followed analyst. --- # Press releases vs SEC filings: where company news first appears > Companies publish news through wire press releases and SEC filings like the 8-K. Learn how Reg FD links them, which comes first and what Items 2.02, 7.01 and 8.01 mean. Source: https://www.quantisnow.com/guides/press-releases-vs-sec-filings Section: Guides / Trading the news Last updated: 2026-10-25 ## Key takeaways - Most material company news reaches the public through a paid newswire press release, an SEC filing on EDGAR, or both within minutes of each other. - Regulation FD, adopted by the SEC in 2000, bars companies from selectively disclosing material information to analysts or investors before the public, and lets them satisfy public disclosure with a widely distributed press release or a Form 8-K. - Earnings releases are usually attached to an 8-K under Item 2.02, while investor presentations and other Reg FD disclosures use Item 7.01 and voluntary material news often uses Item 8.01. - Some events, such as auditor changes, restatement warnings and Section 16 insider trades, appear only in SEC filings and are never announced by press release. Company news reaches investors through two main channels: press releases distributed over commercial newswires, and filings submitted to the SEC's EDGAR system. For big events like earnings or a merger, a company usually issues a press release and files an 8-K that attaches or summarizes it, often within minutes. But the two are not interchangeable. Some news appears only in a press release, some only in a filing, and the order and wording can differ in ways that matter. ## What is a press release? A press release is a statement a company writes and pays a newswire service to distribute to newsrooms, data vendors, trading platforms and websites at a set time. Major US wires include Business Wire, PR Newswire, GlobeNewswire and Accesswire. A release distributed over a recognized wire is one of the standard ways a company makes information "public" under SEC rules. Press releases are marketing documents as well as disclosure documents. Companies choose the headline, the order of facts and the tone. A release might lead with record revenue and mention a lowered margin outlook in the sixth paragraph. ## What is an SEC filing? An SEC filing is a document submitted to the SEC on EDGAR under a specific form type. Filings follow required formats, carry legal liability for misstatements, and are permanently archived and searchable at https://www.sec.gov/edgar/search/. The forms most relevant to news are the 8-K (current report), 10-Q and 10-K (periodic reports), Form 4 (insider trades), Schedule 13D and 13G (large ownership), and prospectus filings like 424B. ## What does Regulation FD require? Regulation Fair Disclosure (Reg FD), adopted by the SEC in 2000, prohibits a public company from disclosing material nonpublic information to securities professionals or shareholders (such as analysts or fund managers) without disclosing it to the public at the same time. - **Intentional disclosure** must be made public simultaneously. - **Unintentional disclosure**, such as an executive slipping at a private meeting, must be made public promptly, meaning as soon as reasonably practicable and no later than the later of 24 hours or the start of the next day's trading on the NYSE. - **Acceptable methods** include filing or furnishing a Form 8-K, or another method reasonably designed for broad, non-exclusionary distribution, such as a widely disseminated press release. A webcast conference call announced in advance can also qualify. Reg FD is why earnings calls are public, why investor day slides are posted online, and why companies file 8-Ks when they present at conferences. The SEC's overview is at https://www.sec.gov/rules-regulations/2000/08/selective-disclosure-insider-trading. ## The 8-K items that connect press releases to filings Many 8-Ks exist mainly to put a press release on the SEC record. Three items do most of that work. For the full list of 8-K items, see [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained). | 8-K Item | Name | Filed or furnished | Typical use | |---|---|---|---| | 2.02 | Results of Operations and Financial Condition | Furnished | Earnings press release attached as Exhibit 99.1 | | 7.01 | Regulation FD Disclosure | Furnished | Investor presentations, conference slides, guidance updates | | 8.01 | Other Events | Filed | Voluntary disclosure of news the company considers important | **Filed vs furnished.** Information that is "furnished" (Items 2.02 and 7.01) is not subject to liability under Section 18 of the Exchange Act and is not automatically incorporated into the company's other registration statements. Information "filed" under Item 8.01 is. The difference is mainly legal, but it explains why companies choose 7.01 for forward-looking slides and 8.01 for facts they want on the formal record, such as a dividend declaration or a litigation update. Many other 8-K items describe events that also get a press release, such as Item 1.01 (material definitive agreement, often a merger), Item 5.02 (executive departures and appointments) and Item 2.01 (completed acquisition). ## Which comes first: the press release or the filing? There is no fixed order. Common patterns: - **Earnings.** Most companies cross the wire with the press release at a set time, such as 4:05 p.m. Eastern, then file the 8-K under Item 2.02 within minutes or hours. Some file the 8-K first and the release crosses at the same moment. - **Mergers.** The joint press release usually crosses before the open or after the close, and the 8-K with Item 1.01 and the merger agreement follows, sometimes days later within the 4-business-day deadline. - **Executive changes.** A CEO departure might be announced by press release, with the 8-K Item 5.02 filed the same day or within 4 business days. - **Filing-only events.** Some news never gets a release. Examples include Form 4 insider trades, many 13D and 13G filings, auditor resignations (8-K Item 4.01), non-reliance on prior financials (Item 4.02) and many shelf registration and prospectus supplement filings. ## EDGAR timing details that matter - EDGAR accepts filings from 6:00 a.m. to 10:00 p.m. Eastern on business days. - Most filings submitted after 5:30 p.m. Eastern receive the next business day's filing date, although they are usually visible on EDGAR right away. Section 16 forms (Forms 3, 4 and 5) submitted by 10:00 p.m. keep the same-day date. - An 8-K is due within 4 business days of the triggering event, so a filing can arrive days after the press release. Because of the 4-day window and the 6:00 a.m. to 10:00 p.m. hours, material filings can appear late in the evening or early in the morning, outside regular market hours. ## Press release vs SEC filing at a glance | | Press release | SEC filing | |---|---|---| | Who controls content | Company, with wide discretion | Company, within required form structure | | Legal liability | Antifraud rules apply | Antifraud rules plus form-specific liability | | Required? | No, a choice of distribution method | Yes, for events covered by SEC rules | | Timing | Company picks the exact minute | Deadline-based (for example 4 business days for 8-K, 2 for Form 4) | | Detail | Highlights, quotes, non-GAAP metrics | Full agreements, exhibits, risk language | | Where to find it | Newswires, company site, aggregators | EDGAR and filing aggregators | ## Worked example: one event, two channels Acme Corp (ticker ACME) announces its CFO is leaving. 1. **Tuesday 4:10 p.m. Eastern.** A press release crosses the wire: "Acme Announces CFO Transition." It thanks the CFO, names an interim CFO, and says the company remains "confident in its full-year outlook." 2. **Thursday 5:50 p.m.** Acme files an 8-K with Item 5.02. It adds two facts not in the release: the CFO will receive a separation payment equal to 12 months of salary, and the departure was "not the result of any disagreement with the company on any matter relating to the company's operations, policies or practices." 3. **The following Monday.** Acme files a second 8-K under Item 4.01 disclosing that its auditor has resigned. There is no press release. Investors reading only the press release would have missed the separation terms and the auditor change. Investors reading only EDGAR would have learned about the CFO two days late. The full picture needs both. ## How to read both channels on Quantisnow Quantisnow merges wire press releases and EDGAR filings into one stream, tagged by ticker and event type: - The [live news feed](https://www.quantisnow.com/news) shows press releases as they cross, and the [SEC filings feed](https://www.quantisnow.com/news/sec) shows filings as they hit EDGAR. - The [8-K category](https://www.quantisnow.com/categories/8-k) collects current reports, and the [leadership updates feed](https://www.quantisnow.com/news/leadership-updates) groups executive changes from both channels. - Each company page, at the pattern /company/ACME, shows releases and filings together in time order. See [company pages](https://www.quantisnow.com/docs/company-pages). - The [live news feed docs](https://www.quantisnow.com/docs/live-news-feed) explain sources and timing, and [RSS feeds](https://www.quantisnow.com/docs/rss-feeds) let you pull either stream into your own reader. ## FAQ ### Is a press release an SEC filing? No. A press release is distributed through a newswire and is not filed with the SEC on its own. Companies often attach press releases to an 8-K as Exhibit 99.1, which puts the same text on EDGAR. ### What is Regulation FD? Regulation FD is an SEC rule adopted in 2000 that prohibits public companies from selectively disclosing material nonpublic information to analysts or investors. When such information is shared, it must be made public at the same time, or promptly if the disclosure was unintentional. ### What is the difference between 8-K Item 7.01 and Item 8.01? Item 7.01 is used to furnish information under Regulation FD, such as investor presentations, and is not subject to Section 18 liability. Item 8.01 is used to file other events the company considers important, and that information is treated as filed. ### Why do some filings appear after market hours? EDGAR accepts filings until 10:00 p.m. Eastern, and many filings have deadlines measured in business days rather than hours. Companies often file after the close to give the market time to digest the information before the next session. ### Does every material event get a press release? No. Some material events, such as auditor changes, restatement warnings, insider trades and many large ownership filings, are disclosed only through SEC filings. Watching EDGAR filings catches events that never appear on a newswire. --- # Mergers and acquisitions news: how to read a deal announcement > M&A news covers deals where one company agrees to buy another. Learn what a definitive agreement, tender offer, go-shop and merger arbitrage spread mean. Source: https://www.quantisnow.com/guides/mergers-and-acquisitions-news Section: Guides / Trading the news Last updated: 2026-10-25 ## Key takeaways - A definitive merger agreement is a signed, binding contract to combine two companies, and a US public company must disclose it on Form 8-K under Item 1.01 within 4 business days. - After an all-cash deal is announced, the target's stock usually trades a little below the offer price, and that gap, the merger arbitrage spread, reflects the time to closing and the risk the deal fails. - A tender offer must stay open for at least 20 business days, and most US deals also need antitrust clearance under the Hart-Scott-Rodino Act, which has an initial 30-day waiting period. - A go-shop clause lets the target actively seek a better offer for a set period, often 30 to 45 days, after signing. Mergers and acquisitions news covers announcements that one company has agreed to buy another, or to combine with it. The key document is the definitive agreement, a binding contract that sets the price, the form of payment, and the conditions that must be met before the deal closes. After an announcement, the target's stock usually jumps toward the offer price but not all the way, and that remaining gap tells you how the market weighs the time and risk until closing. ## Stages of an M&A deal Deals move through recognizable stages, and the news at each stage means something different. | Stage | What it means | Typical disclosure | |---|---|---| | Rumor or media report | Unconfirmed talks reported by the press | News articles, often "people familiar with the matter" | | Unsolicited proposal | A bidder makes an offer the board has not accepted | Bidder letter, press release, sometimes a 13D | | Strategic review | Board says it is exploring alternatives including a sale | Press release, often 8-K Item 8.01 | | Letter of intent | Non-binding outline of terms | Rarely disclosed for public targets | | Definitive agreement | Binding contract signed | Joint press release, 8-K Item 1.01 within 4 business days | | Regulatory review | Antitrust and other approvals | HSR filing, foreign approvals, press releases on clearance | | Shareholder vote or tender | Target holders approve or tender shares | Merger proxy (DEFM14A) or tender documents (Schedule TO) | | Closing | Deal completed, target delisted | 8-K Item 2.01, Form 25 delisting | Most rumors never become deals, and many strategic reviews end without a sale. A definitive agreement is the first point where both boards are contractually committed, though even signed deals can fail. ## What is in a definitive merger agreement? The press release gives highlights, but the agreement itself is filed as an exhibit to the 8-K. Terms that matter most to shareholders: - **Consideration.** All cash, all stock, or a mix. In a stock deal, an **exchange ratio** sets how many acquirer shares each target share receives, so the deal value moves with the acquirer's stock price. - **Premium.** The offer price compared with the target's undisturbed price, usually the close before the announcement or before rumors began. - **Conditions to closing.** Typically shareholder approval, antitrust clearance, no material adverse effect, and sometimes financing or other regulatory approvals. - **Termination fee (breakup fee).** Paid by the target if it walks away for a better offer, often in the range of 2% to 4% of equity value. - **Reverse termination fee.** Paid by the buyer if the deal fails for certain reasons, often regulatory blocks or financing failure. - **No-shop or go-shop.** Limits or permits the target's ability to seek other bids. - **Outside date.** The deadline after which either party can walk away if the deal has not closed. ## What is a go-shop? A go-shop clause lets the target company actively solicit competing offers for a set period after signing, often 30 to 45 days. If a better bid emerges during the window, the target usually pays a reduced breakup fee to switch. Go-shops are more common in private equity buyouts, where the board may not have run a broad auction before signing. Most go-shops end without a higher bid. The opposite, a **no-shop** clause, forbids the target from soliciting bids but typically allows it to respond to an unsolicited superior proposal (a "fiduciary out"). ## Merger vote vs tender offer There are two main ways to acquire a public company. **One-step merger with a shareholder vote.** The target files a merger proxy statement (DEFM14A) and holds a special meeting. For stock deals, the acquirer also registers its new shares on Form S-4. This route typically takes several months from signing to closing. **Tender offer.** The buyer offers to purchase shares directly from holders. Under SEC Rule 14e-1, a tender offer must stay open for at least 20 business days, and it must be extended if key terms such as price change. The buyer files a Schedule TO, and the target's board responds with a Schedule 14D-9 within 10 business days stating whether it recommends tendering. In Delaware, Section 251(h) lets the buyer complete a second-step merger without a vote once it owns enough shares to approve the merger, so cash tender offers are often the fastest path to closing. ## Antitrust and regulatory review Under the Hart-Scott-Rodino (HSR) Act, deals above a size threshold (adjusted every year; the FTC publishes current figures at https://www.ftc.gov/enforcement/premerger-notification-program) require filings with the FTC and Department of Justice. The initial waiting period is 30 days, or 15 days for cash tender offers. If the agencies issue a **second request** for more information, the waiting period is extended until the parties comply, which can add many months. Deals may also need approval from foreign competition authorities, the Committee on Foreign Investment in the United States (CFIUS) for national security reviews, or industry regulators for banks, utilities, telecoms and airlines. Regulatory risk is often the main reason a signed deal fails. ## What is the merger arbitrage spread? After a cash deal is announced, the target's stock typically trades slightly below the offer price. The difference is the **merger arbitrage spread**. Spread = (Offer price - Target price) / Target price The spread exists because buying the target now ties up capital until closing and carries the risk that the deal breaks, in which case the stock may fall back toward its undisturbed price. A narrow spread signals the market expects a smooth, quick close. A wide spread signals doubt about regulatory approval, financing, or timing. A target trading **above** the offer price suggests the market expects a higher bid. ## Worked example: a hypothetical cash deal Before the open on a Monday, Big Industrial Co. and Acme Corp (ticker ACME) announce a definitive agreement for Big Industrial to acquire Acme for $50.00 per share in cash via tender offer. ACME closed Friday at $38.00. 1. **Premium.** $50.00 / $38.00 - 1 = 31.6% premium to the undisturbed price. 2. **Disclosure.** The joint press release crosses at 7:00 a.m. Acme files an 8-K with Item 1.01 two days later, attaching the merger agreement. The agreement includes a 35-day go-shop and a $45 million termination fee, about 3% of equity value. 3. **Market reaction.** ACME opens at $48.80. The spread is ($50.00 - $48.80) / $48.80 = 2.5%. 4. **Timeline.** The tender offer launches in two weeks and must stay open at least 20 business days. The HSR waiting period for a cash tender is 15 days. If no second request comes, the deal could close in about two months. 5. **Reading the spread.** A 2.5% spread for roughly two months of expected time is a modest annualized return, signaling the market sees low risk. If the FTC issued a second request, the spread might widen to 8% or more as the timeline and the risk of a block increase. If a rival bidder then offered $55.00 during the go-shop, ACME would likely trade above $50.00 in anticipation of a bidding contest. ## What shareholders of the target should know - **Cash deals** are generally taxable events for holders. Stock deals may be tax-free reorganizations, depending on structure. - **Appraisal rights** in some states let holders who do not vote for a cash merger ask a court to determine fair value, though this is costly and slow. - **Shareholder lawsuits** challenging disclosure in merger proxies are common and rarely stop deals. - **Acquirer stock** often falls on announcement, especially when the price is high or paid in stock. ## How to follow M&A news on Quantisnow Quantisnow tags merger and acquisition news by ticker as it crosses the wire and as filings hit EDGAR: - The [mergers and acquisitions category](https://www.quantisnow.com/categories/mergers-acquisitions) collects deal announcements, amendments and closings. - The [8-K category](https://www.quantisnow.com/categories/8-k) captures Item 1.01 agreements and Item 2.01 completions, and the [large ownership feed](https://www.quantisnow.com/news/large-ownership) shows 13D filings that sometimes precede bids. - The [lawsuits feed](https://www.quantisnow.com/news/lawsuits) shows merger-related litigation, and [proxy statements explained](https://www.quantisnow.com/guides/proxy-statements-def-14a) covers what to look for in a merger proxy. - Use [alerts](https://www.quantisnow.com/docs/alerts) on a target and its acquirer to catch regulatory updates and closing news. ## FAQ ### What is a definitive agreement in M&A? A definitive agreement is the signed, legally binding contract between a buyer and a target that sets the price, payment form, conditions and termination terms. Public companies disclose it on Form 8-K under Item 1.01 within 4 business days. ### Why does a target stock trade below the offer price? The target usually trades below the offer price because buyers of the stock must wait for the deal to close and bear the risk it fails. That discount is called the merger arbitrage spread. ### How long does a tender offer last? Under SEC Rule 14e-1, a tender offer must remain open for at least 20 business days, and it must be extended if the price or certain other terms change. Offers are often extended while regulatory approvals are pending. ### What is a go-shop period? A go-shop period is a window after signing, often 30 to 45 days, during which the target may actively solicit competing bids. If a superior offer emerges, the target can usually switch while paying a reduced breakup fee. ### What is the HSR waiting period? The Hart-Scott-Rodino Act requires deals above a size threshold to be reported to the FTC and DOJ, followed by a 30-day waiting period, or 15 days for cash tender offers. A second request from the agencies extends the review. ### What happens to my shares when a merger closes? In a cash deal, your shares are converted into the right to receive the cash price, which your broker typically credits shortly after closing. In a stock deal, you receive acquirer shares based on the exchange ratio, with cash usually paid for fractional shares. --- # How to build a stock news watchlist that catches what matters > A news watchlist is a set of tickers paired with filters and alerts for the events that move them. Learn how to choose tickers, pick event types and keep alerts useful. Source: https://www.quantisnow.com/guides/building-a-news-watchlist Section: Guides / Trading the news Last updated: 2026-10-25 ## Key takeaways - A news watchlist pairs a list of tickers with the specific event types that matter for each, so you see material news without reading every headline. - Most material corporate events flow through a small set of channels, mainly Form 8-K, Form 4, 10-Q and 10-K, prospectus filings, and wire press releases. - Alerts work best when limited to high-signal events such as earnings, 8-K items, insider purchases, offerings and FDA decisions, with routine filings left for periodic review. - A watchlist of 10 to 40 names is usually small enough to review every alert and large enough to cover a portfolio plus a few ideas under research. A stock news watchlist is a list of tickers paired with the kinds of news you want to know about for each one, plus a plan for how you will be notified. Done well, it means you hear about an earnings release, a CEO departure, an insider purchase or a dilutive offering within minutes, while routine filings and promotional headlines stay out of the way. The core steps are choosing the tickers, deciding which event types matter, and setting alerts at a volume you will actually read. ## Step 1: Decide what the watchlist is for Different goals need different setups. Before adding tickers, decide which of these you are building: | Watchlist type | Typical size | Events to prioritize | |---|---|---| | Portfolio monitor | Every holding | Earnings, guidance, 8-K items, offerings, restatements, executive changes | | Research pipeline | 10 to 30 ideas | Earnings, analyst initiations, insider purchases, investor day decks | | Event-driven | Varies | Scheduled catalysts (PDUFA dates, earnings, votes), merger updates | | Sector monitor | 20 to 60 peers | Earnings, guidance, M&A, analyst rating changes | | Biotech catalysts | 10 to 40 names | FDA actions, trial readouts, offerings, partnership deals | A portfolio monitor should be complete: every position belongs on it. A research list should be pruned regularly so stale ideas do not crowd out alerts on names you care about. ## Step 2: Choose the event types that matter Most material corporate news flows through a small number of channels. Knowing them lets you set filters instead of reading everything. | Event | Main source | Why it matters | Alert priority | |---|---|---|---| | Earnings results | Press release, 8-K Item 2.02 | Largest scheduled price mover | High | | Guidance change | Press release, 8-K Item 7.01 or 2.02 | Resets expectations | High | | Merger agreement | Press release, 8-K Item 1.01 | Can change the whole thesis | High | | Executive departure | 8-K Item 5.02 | Surprise CEO or CFO exits can signal trouble | High | | Restatement warning | 8-K Item 4.02 | Prior financials cannot be relied on | High | | Equity offering | 424B prospectus supplement, press release | Dilution, often priced overnight | High | | FDA action | Company release, FDA notices | Binary for small biotechs | High for biotech | | Insider purchase | Form 4, code P | Insiders using their own cash | Medium | | Analyst rating change | Broker notes, headlines | Can move stock at the open | Medium | | Large ownership filing | Schedule 13D or 13G | Activist or new major holder | Medium | | Exchange deficiency notice | 8-K Item 3.01 | Listing at risk | High for small caps | | Quarterly or annual report | 10-Q, 10-K | Full financials and risk factors | Review, no alert needed | | Insider sale or grant | Form 4, codes S, A, M, F | Usually routine | Low | | Proxy statement | DEF 14A | Pay, board votes, proposals | Low, review annually | For background on each source, see [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings), [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) and [press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings). ## Step 3: Set alert volume you will actually read An alert system that sends 200 notifications a day trains you to ignore it. A few principles help: - **Alert on high-priority events only.** Push or email alerts for earnings, 8-K items, offerings, FDA actions and insider purchases. Review everything else in a daily or weekly pass. - **Separate holdings from ideas.** You might want every 8-K for a position you own but only earnings and analyst initiations for a stock you are researching. - **Use RSS or a feed reader for bulk review.** Routine filings and broad sector news are easier to skim in a reader than as notifications. - **Watch for promotional noise.** Some small caps issue frequent press releases with little substance. Filters by event type and source help. - **Review the list quarterly.** Remove names you no longer follow and add companies that came up in your research. ## Step 4: Add scheduled dates Scheduled catalysts let you prepare in advance rather than react: - **Earnings dates**, including whether the release is before the open or after the close. See the [earnings season calendar](https://www.quantisnow.com/guides/earnings-season-calendar). - **Dividend dates**, especially ex-dividend dates. Since the US moved to T+1 settlement in May 2024, the ex-dividend date is generally the same as the record date. See [dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained). - **PDUFA dates** for biotech names. See [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained). - **Lockup expirations** for recent IPOs, often 180 days after the offering. See the [IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle). - **Shareholder meetings and votes**, especially for pending mergers. ## Step 5: Know what to do when an alert fires An alert is a prompt to read, not a prompt to trade. A simple routine: 1. **Open the primary source.** Read the filing or full release, not just the headline. Headlines sometimes misstate numbers or omit the key caveat. 2. **Identify what changed.** Is this new information, or confirmation of something already known? 3. **Check the context.** What did the stock do before the news? What were expectations? Are there related filings, such as a prospectus supplement right after positive news? 4. **Note it.** A short log of events per company helps you see patterns, like repeated guidance cuts or frequent capital raises. ## Worked example: a hypothetical portfolio watchlist An investor holds five stocks and is researching three more. Their setup: | Ticker | Status | Alerts on | Weekly review | |---|---|---|---| | ACME | Holding | Earnings, all 8-Ks, offerings, insider buys | 10-Q, 10-K, insider sales | | BOLT | Holding | Earnings, all 8-Ks, offerings | Analyst ratings | | CRTX (biotech) | Holding | FDA, trial results, offerings, 8-Ks | Insider activity | | DYNA | Holding | Earnings, 8-K Items 1.01, 4.02, 5.02 | Everything else | | ECHO | Holding | Earnings, 8-Ks, 13D filings | Analyst ratings | | FLUX | Research | Earnings, analyst initiations, insider buys | 8-Ks | | GRID | Research | Earnings, insider buys | 8-Ks | | HALO | Research | Earnings | Everything else | All tickers here are hypothetical. On a typical week, this produces a handful of alerts outside earnings season and perhaps 15 to 25 during it, which is a volume the investor can read in full. One Tuesday evening, an alert fires: ACME filed a 424B5 prospectus supplement for a stock offering after the close, two hours after its earnings release. The investor reads both documents, sees the offering size is about 8% of shares outstanding, and notes it in their log before the next day's open. ## How to build a watchlist on Quantisnow Quantisnow is built around following tickers and getting alerts on the events that matter: - [Following tickers](https://www.quantisnow.com/docs/following-tickers) explains how to build a list, and [alerts](https://www.quantisnow.com/docs/alerts) covers how to choose which events notify you. - [Event categories](https://www.quantisnow.com/docs/event-categories) lists every event tag you can filter on, from [8-K](https://www.quantisnow.com/categories/8-k) and [Form 4](https://www.quantisnow.com/categories/form-4) to [offerings](https://www.quantisnow.com/categories/offerings) and [earnings](https://www.quantisnow.com/categories/earnings). - [RSS feeds](https://www.quantisnow.com/docs/rss-feeds) let you pull a filtered stream into any feed reader for bulk review. - [Company pages](https://www.quantisnow.com/docs/company-pages), at the pattern /company/ACME, collect each ticker's news, filings and data in one place, and the [market calendars](https://www.quantisnow.com/docs/market-calendars) cover earnings and dividend dates. ## FAQ ### How many stocks should be on a news watchlist? There is no fixed number, but many investors find 10 to 40 tickers manageable if alerts are limited to high-priority events. The right size is the number for which you can read every alert that fires. ### What news should I get alerts for? The highest-signal events are usually earnings releases, guidance changes, 8-K items such as merger agreements, executive departures and restatement warnings, equity offerings, FDA decisions for biotech names, and insider purchases. Routine filings can be reviewed periodically instead. ### Should I get alerts on insider selling? Most insider sales are routine, such as tax withholding, option exercises and pre-scheduled 10b5-1 plan sales, so alerting on every sale creates noise. Many investors alert on insider purchases and review sales in a weekly pass. ### What is the difference between a watchlist and a portfolio? A portfolio is what you own, while a watchlist is what you follow, which can include holdings, research ideas, competitors and suppliers. A good news watchlist usually includes every holding plus a smaller set of names under research. ### How fast do SEC filing alerts arrive? Filings become public on EDGAR almost as soon as they are accepted, and a real-time service can deliver alerts within seconds to minutes of acceptance. Form 8-K is generally due within 4 business days of the event and Form 4 within 2 business days of the trade. --- # How to read an earnings report: revenue, EPS, guidance and the 8-K > An earnings report is a company's quarterly results release, usually filed under 8-K Item 2.02. Learn how to read revenue, EPS, margins, guidance and the 10-Q. Source: https://www.quantisnow.com/guides/how-to-read-an-earnings-report Section: Guides / Earnings and dividends Last updated: 2026-10-25 ## Key takeaways - A public company's earnings release is usually furnished to the SEC as an exhibit to a Form 8-K under Item 2.02 (Results of Operations and Financial Condition), within four business days of the announcement. - The market reacts to results relative to expectations, so revenue and EPS are read against the analyst consensus and against the company's own prior guidance. - Forward guidance often moves a stock more than the quarter just reported, because it resets the estimates for the next several quarters. - Non-GAAP figures such as adjusted EPS and adjusted EBITDA must be reconciled to the closest GAAP measure under SEC Regulation G, and the gap between the two is worth checking every quarter. - The full financial statements arrive later in the 10-Q (due 40 or 45 days after quarter end) or 10-K, which can contain details the press release leaves out. An earnings report is the quarterly announcement in which a public company discloses its revenue, profit, earnings per share (EPS) and, often, guidance for future periods. In the US it usually appears first as a press release on a newswire and is furnished to the SEC on a Form 8-K under Item 2.02, followed weeks later by the full 10-Q or 10-K. Reading one well means comparing a handful of numbers against expectations, checking the quality of those numbers, and paying close attention to what management says about the future. ## What is in an earnings report? Most earnings releases follow the same structure, even though no rule dictates the format: 1. **Headline and highlights.** The company's own summary, usually leading with revenue, EPS and one or two operating metrics it wants you to notice. 2. **CEO and CFO quotes.** Qualitative framing of the quarter. Useful for tone, rarely for numbers. 3. **Guidance or outlook.** Expected revenue, EPS, margins or other metrics for the next quarter or full fiscal year, if the company provides it. 4. **Financial statements.** A condensed income statement, balance sheet and often a cash flow statement. 5. **Non-GAAP reconciliation.** Tables that bridge adjusted figures back to GAAP figures. 6. **Segment or key metric tables.** Revenue by product, geography or business line, plus industry metrics such as same-store sales, subscribers or backlog. 7. **Conference call details.** Time and dial-in or webcast link for the call with analysts, usually the same day. The release is typically attached as Exhibit 99.1 to an 8-K. Item 2.02 information is "furnished" rather than "filed," which affects legal liability but not what investors see. For background on the form itself, see the [Form 8-K guide](https://www.quantisnow.com/guides/form-8-k-explained). ## Which numbers matter most? ### Revenue Revenue (also called sales or net sales) is the top line: what the company billed customers in the period. It is harder to manipulate than earnings and is the first number most traders compare to consensus. Look at both the absolute figure and growth rate year over year (same quarter last year), because many businesses are seasonal and quarter over quarter comparisons can mislead. ### Earnings per share EPS is net income attributable to common shareholders divided by the weighted average share count. Two versions appear on every income statement: - **Basic EPS** uses shares actually outstanding. - **Diluted EPS** adds shares that would exist if options, warrants, restricted stock units and convertible securities were exercised or converted. Analyst consensus usually refers to adjusted (non-GAAP) diluted EPS, so check which figure a headline is comparing. ### Margins Margins show how much of each revenue dollar survives each layer of cost: | Margin | Formula | What it tells you | |---|---|---| | Gross margin | (Revenue - cost of revenue) / revenue | Pricing power and production efficiency | | Operating margin | Operating income / revenue | Efficiency after R&D, sales and admin costs | | Net margin | Net income / revenue | What is left after interest, taxes and one-off items | | Free cash flow margin | (Operating cash flow - capex) / revenue | Cash actually generated, not accounting profit | A company can beat on revenue and miss on EPS because margins compressed, and the market often cares more about the margin trend than the single quarter. ### Cash flow and balance sheet Net income can differ sharply from cash generated. Check operating cash flow, capital expenditures, cash and debt balances, and share count. A rising share count signals dilution from stock compensation or offerings (see [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution)); a falling one usually reflects buybacks. ## What does "beat" or "miss" mean? A beat means a reported figure came in above the consensus estimate, the average of published analyst forecasts. A miss means it came in below. Expectations are what move prices: a company can post record revenue and still fall if the market expected more. Three layers of expectations are in play: - **Consensus estimate.** The published average of sell-side analyst forecasts. - **Company guidance.** The range management gave last quarter. Many companies guide conservatively so they can beat. - **Whisper number.** The informal expectation among traders, often higher than consensus for popular stocks. It is unofficial and unverifiable, but it explains why a "beat" sometimes sells off. See the [earnings season calendar guide](https://www.quantisnow.com/guides/earnings-season-calendar) for how the timing and expectations cycle works. ## Why guidance often matters more than the quarter Guidance is management's forecast for future periods. The quarter just reported is already history; guidance changes the inputs to every analyst's model for the next several quarters. Common patterns: - **Raise:** guidance above the prior range or above consensus. - **Maintain or reaffirm:** unchanged range. Neutral unless the market expected a raise. - **Cut or lower:** below the prior range. Often the main driver of a large drop. - **Withdraw or suspend:** no forecast at all, usually during high uncertainty. - **Initiate:** first guidance provided, common after an IPO. When comparing, look at the midpoint of the range versus consensus, and check whether a full-year raise is just the amount of the current quarter's beat (a "beat and hold the rest of the year") or a genuine increase for future quarters. Guidance is a forward-looking statement and is covered by the safe harbor language you will see near the end of the release. It is not a promise. ## GAAP vs non-GAAP: how to check earnings quality GAAP (Generally Accepted Accounting Principles) is the standardized accounting framework required in SEC financial statements. Non-GAAP measures are company-defined figures that exclude certain items, such as stock-based compensation, amortization of acquired intangibles, restructuring charges, litigation costs or gains on investments. SEC Regulation G and Item 10(e) of Regulation S-K require that any non-GAAP measure in a public release be presented alongside the most directly comparable GAAP measure, with a reconciliation, and Item 10(e) requires the GAAP measure to have equal or greater prominence in filings. SEC staff also publish compliance and disclosure interpretations on non-GAAP measures that flag misleading adjustments. Questions worth asking each quarter: - How large is the gap between GAAP and adjusted EPS, and is it growing? - Are "one-time" charges recurring every quarter? - Is stock-based compensation excluded, and how large is it relative to revenue? - Did the company change its non-GAAP definition this quarter? ## Worked example: Acme Corp (ticker ACME) Hypothetical Acme Corp reports fiscal Q3 results after the close. Consensus going in was revenue of $1.20 billion and adjusted EPS of $0.85. Last quarter Acme guided Q3 revenue to $1.17 to $1.21 billion. | Line | Reported | Consensus | Result | |---|---|---|---| | Revenue | $1.23B | $1.20B | Beat by 2.5% | | Revenue growth (y/y) | 11% | 9% | Faster than expected | | Gross margin | 61.0% | 62.5% | Below | | Adjusted EPS | $0.88 | $0.85 | Beat by $0.03 | | GAAP EPS | $0.52 | n/a | Gap of $0.36 | | Q4 revenue guide | $1.22B to $1.25B | $1.28B | Midpoint below consensus | How to read it: 1. **Top line looks strong.** Revenue beat the consensus and the top of prior guidance. 2. **Quality is mixed.** Gross margin fell short, and the GAAP to adjusted gap of $0.36 is large. In the reconciliation table, suppose $0.22 is stock compensation and $0.14 is a restructuring charge that also appeared in the two prior quarters. That restructuring charge is starting to look recurring. 3. **Guidance is the problem.** The Q4 midpoint of $1.235 billion is about 3.5% below the $1.28 billion consensus. Analysts will likely lower Q4 and next-year estimates. A headline might read "Acme beats on revenue and EPS," but the shares could still fall because the outlook resets expectations lower. This illustrates the general pattern, not a prediction about any real company. ## Where to read the full details: 10-Q and 10-K The press release is a summary. The full quarterly report arrives on Form 10-Q, and the annual report on Form 10-K. Deadlines depend on filer status: | Filer status | 10-Q deadline | 10-K deadline | |---|---|---| | Large accelerated filer | 40 days after quarter end | 60 days after fiscal year end | | Accelerated filer | 40 days after quarter end | 75 days after fiscal year end | | Non-accelerated filer | 45 days after quarter end | 90 days after fiscal year end | The 10-Q includes Management's Discussion and Analysis (MD&A), risk factor updates, legal proceedings, debt terms and footnotes that may never appear in the release. A late filing triggers a Form 12b-25 (NT 10-Q or NT 10-K), which can be a warning sign on its own. The [10-K vs 10-Q guide](https://www.quantisnow.com/guides/form-10-k-vs-10-q) covers the sections in detail. ## The earnings call Most companies host a call within hours of the release. Prepared remarks repeat the release; the analyst Q&A is where new information tends to come out: commentary on demand trends, pricing, order timing, hiring, or why a margin moved. Many companies post transcripts and slide decks on their investor relations site, and some furnish them on an 8-K under Item 7.01 (Regulation FD Disclosure). ## Earnings report checklist | Step | Question | |---|---| | 1 | Did revenue and EPS beat or miss consensus, and by how much? | | 2 | Is the comparison to adjusted or GAAP EPS? | | 3 | What happened to gross and operating margins? | | 4 | How does guidance compare to consensus at the midpoint? | | 5 | Are non-GAAP adjustments growing or recurring? | | 6 | Did operating cash flow track net income? | | 7 | Did the share count rise or fall? | | 8 | What did management say on the call that was not in the release? | ## How to track earnings on Quantisnow - The [earnings calendar](https://www.quantisnow.com/earnings) lists upcoming report dates, and each company has an earnings history page at a pattern like /earnings/AAPL. - The [earnings category](https://www.quantisnow.com/categories/earnings) collects earnings releases as they cross the wire, and the [financials feed](https://www.quantisnow.com/news/financials) streams results news in real time. - [8-K filings](https://www.quantisnow.com/categories/8-k) show the Item 2.02 filing that carries the release as an exhibit, and [10-Q filings](https://www.quantisnow.com/categories/10-q) show the full quarterly report when it lands. - Set up [alerts](https://www.quantisnow.com/docs/alerts) on the tickers you follow so a release reaches you when it publishes. ## FAQ ### What is the difference between GAAP and non-GAAP EPS? GAAP EPS follows standardized accounting rules and includes all expenses. Non-GAAP (adjusted) EPS excludes items the company chooses, such as stock compensation or restructuring charges, and must be reconciled to GAAP under SEC Regulation G. ### Why does a stock fall after beating earnings? Prices reflect expectations. A stock can fall after a beat if guidance comes in below consensus, margins weaken, the beat was smaller than the whisper number, or the shares had already risen sharply into the report. ### Where is an earnings release filed with the SEC? Most companies furnish the release as Exhibit 99.1 to a Form 8-K under Item 2.02, generally within four business days. The full financial statements follow in the 10-Q or 10-K. ### What is earnings guidance? Guidance is management's forecast for future revenue, EPS or other metrics, usually given as a range for the next quarter or fiscal year. It is a forward-looking statement, not a commitment, and companies can raise, lower or withdraw it. ### How long after quarter end does a company file its 10-Q? Large accelerated and accelerated filers must file within 40 days after quarter end, and other filers within 45 days. Annual 10-K deadlines are 60, 75 or 90 days depending on filer status. --- # Earnings season calendar: when companies report, BMO vs AMC, and guidance > Earnings season starts about two weeks after each quarter ends and runs roughly six weeks. Learn the timing, BMO and AMC releases, whisper numbers and guidance. Source: https://www.quantisnow.com/guides/earnings-season-calendar Section: Guides / Earnings and dividends Last updated: 2026-10-25 ## Key takeaways - US earnings season begins roughly two weeks after each calendar quarter ends, in mid-January, mid-April, mid-July and mid-October, and most large companies report within about six weeks. - Companies usually release results either before the market opens (BMO, often around 6 to 8 a.m. ET) or after the market closes (AMC, often 4 to 4:30 p.m. ET), so the first price reaction happens in extended-hours trading. - SEC rules set outer limits of 40 or 45 days after quarter end for the 10-Q, which is why almost all quarterly reports land inside a predictable window. - An earnings date is only confirmed when the company announces it; dates on calendars before that are estimates based on prior years. Earnings season is the period each quarter when most public companies report their results, starting about two weeks after a calendar quarter ends and running for roughly six weeks. For companies with calendar fiscal years, that means peaks in late January and February, late April and May, late July and August, and late October and November. Within each season, the timing of a single report (date, and whether it lands before the open or after the close) shapes when and how the stock reacts. ## When is earnings season? Most US companies use a calendar fiscal year, so their quarters end on March 31, June 30, September 30 and December 31. Reports follow on a fairly predictable rhythm: | Quarter reported | Quarter ends | Season roughly starts | Busiest weeks | |---|---|---|---| | Q4 and full year | December 31 | Mid-January | Late January to mid-February | | Q1 | March 31 | Mid-April | Late April to early May | | Q2 | June 30 | Mid-July | Late July to early August | | Q3 | September 30 | Mid-October | Late October to early November | Large banks traditionally open each season, followed by a broad wave of industrials, technology, consumer and health care companies. Retailers often run on a fiscal year ending in late January or early February, so they report later, typically in the second half of each season. Smaller companies, which have longer filing deadlines, cluster toward the end. Fourth quarter reports usually take longer than other quarters because they coincide with the annual audit and the 10-K. ## What sets the outer deadline? SEC rules cap how long companies can wait after quarter end to file their quarterly report on Form 10-Q: | Filer category | 10-Q due | 10-K due | |---|---|---| | Large accelerated filer (public float of $700 million or more) | 40 days | 60 days | | Accelerated filer | 40 days | 75 days | | Non-accelerated filer | 45 days | 90 days | The earnings press release almost always comes before or on the same day as the 10-Q. If a company cannot file on time, it files a Form 12b-25 (an NT 10-Q or NT 10-K notification of late filing), which buys a short extension and frequently signals accounting or audit issues. See the [10-K vs 10-Q guide](https://www.quantisnow.com/guides/form-10-k-vs-10-q) for more. ## BMO vs AMC: what time do companies report? Companies almost never release results during regular trading hours (9:30 a.m. to 4:00 p.m. ET). Instead they pick one of two windows: - **BMO (before market open).** Released early in the morning, often between 6:00 and 8:00 a.m. ET. The stock reacts in premarket trading and at the opening bell. - **AMC (after market close).** Released shortly after 4:00 p.m. ET, often within the first 15 to 30 minutes. The stock reacts in after-hours trading and again at the next morning's open. A conference call usually follows within one to two hours for AMC reports or within a couple of hours for BMO reports. Guidance and Q&A on the call can reverse the initial move. Extended-hours trading has thinner liquidity and wider spreads than the regular session, so the first prints after a release can overshoot. Not every broker supports every extended-hours window, and limit orders are typically required. ## How earnings dates get announced A company usually announces its next earnings date by press release two to four weeks in advance, and often lists it on its investor relations site. Until that announcement, any date you see on a calendar is an **estimate**, usually projected from the company's pattern in prior years. Things to watch for: - **Confirmed vs estimated.** Treat projected dates as placeholders. They can be off by a week or more. - **Date changes.** A company that pushes back its usual report date may simply have a scheduling conflict, but an unexpected delay can also precede a restatement, an auditor issue or a transaction announcement. - **Pre-announcements.** Some companies release preliminary results early, often when results are well outside guidance. A negative pre-announcement is sometimes called an earnings warning. - **Pre-scheduled 8-K.** The earnings release itself is typically furnished on Form 8-K under Item 2.02 (Results of Operations and Financial Condition). ## Expectations: consensus, guidance and whisper numbers Prices react to results relative to expectations, and several layers of expectation build up ahead of each report: | Expectation | Source | How reliable | |---|---|---| | Company guidance | Management, in the prior quarter's report | Official, often conservative | | Consensus estimate | Average of sell-side analyst forecasts | Widely published, updated until report day | | Whisper number | Informal trader expectations | Unofficial and unverifiable | | Options-implied move | Pricing of options expiring after the report | Market-based measure of expected size of move, not direction | Analyst estimate revisions in the weeks before a report are part of the setup. A string of [analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) or price target changes ahead of earnings shows which way expectations are drifting. Options traders watch implied volatility, which usually rises into the report and drops afterward. The [options chain basics guide](https://www.quantisnow.com/guides/options-chain-basics) explains this "IV crush." ## What is the quiet period? Companies commonly observe a self-imposed quiet period before their earnings release, during which management avoids talking about business conditions with analysts and investors. There is no single SEC rule defining an earnings quiet period; it is a corporate practice designed to avoid selective disclosure, which Regulation FD prohibits. Separately, many companies close their insider trading window a few weeks before quarter end until one or two trading days after results are public, so insider purchases and sales cluster in the weeks right after earnings. (The IPO quiet period is a different concept, covered in the [IPO lifecycle guide](https://www.quantisnow.com/guides/ipo-lifecycle).) ## Worked example: a week of earnings for Acme Corp (ticker ACME) Hypothetical Acme Corp has a calendar fiscal year. Here is how its Q3 report might unfold: | Date | Event | |---|---| | September 30 | Q3 ends | | October 7 | Acme announces it will report Q3 results on Thursday, October 23, after market close, with a call at 5:00 p.m. ET | | October 8 to 22 | Analysts revise estimates; consensus settles at revenue of $1.20B and adjusted EPS of $0.85; options imply a move of about 7% | | October 23, 4:05 p.m. ET | Press release crosses the wire and an 8-K with Item 2.02 is furnished | | October 23, 4:05 to 8:00 p.m. ET | After-hours trading reacts to the headline numbers and guidance | | October 23, 5:00 p.m. ET | Earnings call; Q&A reveals detail on margins | | October 24, 9:30 a.m. ET | Regular session opens; the full-volume reaction begins | | October 24 to 27 | Analysts publish notes, price target changes and ratings changes | | Early November | 10-Q filed, well before the 40-day deadline of November 9 | | Early to mid November | Insider trading window reopens; any Form 4 filings follow within two business days of trades | The key takeaways: the date was confirmed about two weeks ahead, the release was AMC so the first reaction happened after hours, and the follow-on news (analyst notes, 10-Q, insider trades) arrived over the next two weeks. ## How earnings season affects the wider market Earnings season is not just about individual stocks: - **Read-throughs.** Results from one company can move peers and suppliers. A large retailer's inventory commentary can move apparel makers; a chip company's guidance can move its equipment suppliers. - **Sector rotation.** As each sector reports, money may flow between [sectors and industries](https://www.quantisnow.com/guides/sectors-and-industries) based on who is beating and who is guiding lower. - **Buyback blackouts.** Many companies pause discretionary buybacks around their own reports, which some market commentators link to lower corporate demand for shares during peak season. - **Volume.** Trading volume and volatility in reporting stocks typically rise around report dates. ## How to track earnings season on Quantisnow - The [earnings calendar](https://www.quantisnow.com/earnings) shows upcoming report dates, and the [market calendars docs](https://www.quantisnow.com/docs/market-calendars) explain how dates and times are presented. - Follow results as they publish in the [financials feed](https://www.quantisnow.com/news/financials) or the [earnings category](https://www.quantisnow.com/categories/earnings). - Use [following tickers](https://www.quantisnow.com/docs/following-tickers) and [alerts](https://www.quantisnow.com/docs/alerts) so releases from your watchlist reach you whether they land BMO or AMC. - Company earnings history pages follow the pattern /earnings/MSFT for any ticker. ## FAQ ### What does BMO and AMC mean on an earnings calendar? BMO means before market open: the company releases results before the 9:30 a.m. ET opening bell, usually between 6:00 and 8:00 a.m. ET. AMC means after market close: the release comes shortly after 4:00 p.m. ET. ### How long does earnings season last? Each season runs roughly six weeks, starting about two weeks after quarter end. Most large companies report within that window, while smaller companies and those with non-calendar fiscal years report later. ### Are earnings dates on calendars guaranteed? No. A date is confirmed only once the company announces it, typically two to four weeks ahead. Earlier dates are estimates based on past reporting patterns and can shift. ### What is a whisper number? A whisper number is the unofficial earnings expectation circulating among traders, which can differ from the published analyst consensus. It is not verifiable, but it helps explain why stocks sometimes fall after reporting a beat. ### Why do companies report outside market hours? Releasing results outside regular trading hours gives investors time to digest the information before the full-volume session and supports broad, simultaneous public disclosure under Regulation FD. --- # Dividend dates explained: declaration, ex-dividend, record and payment dates > To receive a dividend you must own the stock before the ex-dividend date. Under T+1 settlement the ex-date now usually falls on the record date itself. Source: https://www.quantisnow.com/guides/dividend-dates-explained Section: Guides / Earnings and dividends Last updated: 2026-10-25 ## Key takeaways - Every cash dividend has four key dates, declaration, ex-dividend, record and payment, and the ex-dividend date is the one that decides who gets paid. - Since US stocks moved to T+1 settlement on May 28, 2024, the ex-dividend date for a normal dividend is the same business day as the record date, not one business day earlier. - To receive the dividend you must buy the shares before the ex-dividend date; buyers on or after the ex-date do not get it, and sellers on the ex-date still do. - For unusually large distributions of 25% or more of the stock's value, the ex-date is set to the first business day after the payment date instead. - On the ex-date the share price typically opens lower by roughly the dividend amount, because new buyers no longer receive the payment. To receive a stock's dividend, you must buy the shares before the ex-dividend date; if you buy on or after the ex-date, the seller keeps the dividend. Since the US moved to T+1 settlement in May 2024, the ex-dividend date for a regular cash dividend falls on the same business day as the record date. The other two dates, declaration and payment, tell you when the dividend was announced and when the cash actually arrives. ## The four dividend dates | Date | What it is | Who sets it | What it means for you | |---|---|---|---| | Declaration date | The day the board announces the dividend, amount and dates | Board of directors | The dividend is now official | | Ex-dividend date | First trading day the stock trades without the right to the upcoming dividend | Exchange or FINRA, based on the record date | Buy before this date to receive it | | Record date | The day the company checks its shareholder records to see who is owed the dividend | Board of directors | You must be a holder of record (settled) by this date | | Payment date | The day the dividend is paid | Board of directors | Cash (or shares) lands in your account | ### Declaration date The declaration date (also called the announcement date) is when the board formally approves the dividend. The announcement typically states the amount per share, the record date and the payment date. Many companies publish it in a press release, and changes to dividend policy are sometimes reported on Form 8-K under Item 8.01 (Other Events). ### Ex-dividend date The ex-dividend date (ex-date) is the first day the stock trades "ex," meaning without the right to the declared dividend. If you buy on the ex-date or later, you are not entitled to the payment. If you sell on the ex-date or later, you still receive it, because you owned the shares going into that day. ### Record date The record date is when the company, through its transfer agent, determines which shareholders are on its books and therefore entitled to the dividend. Because a trade only makes you a holder of record when it settles, the ex-date is set to line up with settlement. ### Payment date The payment date (payable date) is when the dividend is actually distributed. It can be days or several weeks after the record date. ## Why T+1 changed the ex-dividend date Settlement is the moment a trade becomes final: the buyer receives the shares and the seller receives the cash. On May 28, 2024, the standard settlement cycle for most US securities trades shortened from two business days (T+2) to one business day (T+1). Under T+2, a buyer needed to purchase two business days before the record date to settle in time, so the ex-date was one business day before the record date. Under T+1, a purchase made the business day before the record date settles on the record date, so the ex-date and the record date are now the same day. FINRA updated its Uniform Practice Code (Rule 11140) for this change; see [FINRA Rule 11140](https://www.finra.org/rules-guidance/rulebooks/finra-rules/11140) and the SEC investor bulletin on [ex-dividend dates](https://www.investor.gov/introduction-investing/investing-basics/glossary/ex-dividend-dates-when-are-you-entitled-stock-and). | Settlement cycle | Ex-date relative to record date | Last day to buy and receive the dividend | |---|---|---| | T+2 (before May 28, 2024) | One business day before the record date | Two business days before the record date | | T+1 (current) | Same business day as the record date | One business day before the record date | If the record date falls on a day that is not a business day, the ex-date moves to the business day before it. ## Large and special dividends: the 25% exception The same-day rule applies to normal cash dividends and to stock dividends of less than 25% of the security's value. For distributions of 25% or more of the value of the stock (a very large special dividend, for example), FINRA sets the ex-date as the first business day after the payable date. Until then, buyers trade with a "due bill" attached, which entitles them to the distribution. This avoids a situation where a buyer pays the full pre-dividend price and the seller walks away with a large payout. The same logic applies to large stock splits, which is why the split-adjusted price often appears the day after the new shares are distributed. See [stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). ## What happens to the stock price on the ex-date? On the ex-dividend date, the stock's opening reference price is typically reduced by about the amount of the dividend. A stock that closed at $50.00 the day before going ex a $0.50 dividend would open around $49.50, all else being equal. The company paid out cash, so the shares are worth correspondingly less. This is why buying a stock right before the ex-date just to collect the dividend (sometimes called dividend capture) does not produce free money: the price drop roughly offsets the payment, and in a taxable account the dividend may be taxed while the price drop is only an unrealized loss. Markets move for many other reasons the same day, so the actual change will rarely equal the dividend exactly. ## Worked example: Acme Corp (ticker ACME) On Tuesday, February 3, hypothetical Acme Corp declares a quarterly dividend of $0.40 per share, payable Friday, March 6, to shareholders of record on Friday, February 20. | Date | Event | |---|---| | Tuesday, Feb 3 | Declaration date: dividend announced | | Thursday, Feb 19 | Last day to buy and still receive the dividend (settles Feb 20 under T+1) | | Friday, Feb 20 | Ex-dividend date and record date (same day under T+1) | | Friday, Mar 6 | Payment date: $0.40 per share paid | Three investors: - **Ana** buys 100 shares on Thursday, February 19. Her trade settles on February 20, so she is a holder of record and receives $40. - **Ben** buys 100 shares on Friday, February 20, the ex-date. He does not receive the dividend. The seller does. - **Cara** owned shares for a year and sells on Friday, February 20. She still receives the dividend, because she held the shares going into the ex-date. If Acme closed at $40.00 on February 19, it would open around $39.60 on February 20, before any other news moves it. ## Key dividend terms - **Dividend yield:** annual dividends per share divided by share price. A $1.60 annual dividend on a $40 stock is a 4% yield. - **Payout ratio:** dividends divided by earnings (or by free cash flow). A ratio above 100% means the company is paying out more than it earns. - **Special dividend:** a one-time payment outside the regular schedule, often after an asset sale or a period of strong cash generation. - **Dividend cut or suspension:** a reduction or halt in the payout, frequently a sign of financial stress and often a large price catalyst. - **DRIP:** a dividend reinvestment plan that uses the cash to buy more shares automatically, often including fractional shares. ## Taxes: the qualified dividend holding period In the US, qualified dividends are taxed at long-term capital gains rates, which are lower than ordinary income rates for most taxpayers. To qualify, you generally must hold common stock for more than 60 days during the 121-day period that begins 60 days before the ex-dividend date. A dividend capture trade held only a few days will usually not meet that test. Tax situations vary, so the IRS rules and a tax professional are the right references for your own case. ## How to track dividends on Quantisnow - The [dividend calendar](https://www.quantisnow.com/dividends) lists upcoming ex-dates, record dates and payment dates, and each company has a dividend history page following the pattern /dividends/KO. - The [dividends category](https://www.quantisnow.com/categories/dividends) streams dividend declarations, increases, cuts and special dividends as they publish. - Use [alerts](https://www.quantisnow.com/docs/alerts) on followed tickers so you see a declaration well before the ex-date. - The [market calendars docs](https://www.quantisnow.com/docs/market-calendars) explain how dates on the calendar are shown. ## FAQ ### What is the ex-dividend date? The ex-dividend date is the first trading day a stock trades without the right to its next declared dividend. You must buy before the ex-date to receive the payment; buyers on or after it do not. ### Is the ex-dividend date the same as the record date? For normal cash dividends in the US, yes. Since the move to T+1 settlement on May 28, 2024, the ex-date is the same business day as the record date, because a trade made the day before settles on the record date. ### If I sell on the ex-dividend date, do I still get the dividend? Yes. If you owned the shares at the start of the ex-date, you are entitled to the dividend even if you sell that day. The buyer is not entitled to it. ### Why does a stock drop on the ex-dividend date? The company is about to pay out cash that new buyers will not receive, so the share price typically opens lower by roughly the dividend amount. Other market moves that day can mask or exaggerate the drop. ### How are ex-dates set for very large special dividends? For distributions worth 25% or more of the stock's value, the ex-date is the first business day after the payment date under FINRA rules. Shares sold before then carry a due bill that passes the distribution to the buyer. --- # Stock splits and corporate actions: splits, reverse splits, spin-offs, buybacks and ticker changes > Corporate actions change a company's shares or structure without a trade by you. Learn how stock splits, reverse splits, spin-offs, buybacks and ticker changes work. Source: https://www.quantisnow.com/guides/stock-splits-and-corporate-actions Section: Guides / Earnings and dividends Last updated: 2026-10-25 ## Key takeaways - A stock split increases the share count and lowers the price per share proportionally, so a 4-for-1 split turns 100 shares at $400 into 400 shares at $100 with the same $40,000 total value. - A reverse split combines shares, for example 1-for-10, and is often used by companies trying to regain compliance with an exchange minimum bid price such as Nasdaq's $1.00 requirement. - A spin-off distributes shares of a subsidiary to existing shareholders, who end up owning two separately traded companies. - Buybacks reduce the share count over time; US companies pay a 1% excise tax on net repurchases since 2023, and Rule 10b-18 offers a safe harbor on how they buy. - Historical prices, EPS and dividends are split-adjusted after a split, so always compare figures on the same basis. A corporate action is any event initiated by a company that changes its shares, capital structure or identity, such as a stock split, reverse split, spin-off, buyback, merger or ticker change. Shareholders do not need to trade to be affected: the share count, price, cost basis or symbol in their account changes automatically. Understanding the mechanics helps you read the announcement correctly and avoid misreading a chart or a per-share figure afterward. ## Common corporate actions at a glance | Action | What changes | Total value of your position | Typical signal | |---|---|---|---| | Forward stock split | More shares, lower price per share | Unchanged | Often follows a large price rise; neutral economically | | Reverse stock split | Fewer shares, higher price per share | Unchanged at the moment of the split | Often tied to listing compliance or a planned capital raise | | Stock dividend | Extra shares issued pro rata | Unchanged | Similar to a small split | | Spin-off | You receive shares in a new company | Roughly unchanged, now split across two stocks | Focus or separation of businesses | | Share buyback | Company buys its own shares | No direct change; fewer shares outstanding over time | Capital return; depends on price paid | | Ticker or name change | Symbol or name | Unchanged | Rebrand, merger or restructuring | | Cash dividend | Cash paid out | Cash moves from the company to you | See [dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) | | Merger or acquisition | Shares converted to cash, stock or both | Depends on deal terms | See [M&A news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) | ## How does a stock split work? A forward stock split divides each existing share into multiple shares. In a 4-for-1 split, every share becomes four, and the price per share falls to roughly one quarter. Market capitalization, your ownership percentage and the total value of your position stay the same. Companies usually split to bring the per-share price down to a level they consider more accessible to retail investors or more convenient for employee stock plans. With fractional share trading widely available, the practical effect is smaller than it once was. Academic studies have found stocks sometimes drift higher after split announcements, but the split itself does not create value. ### Key split dates - **Announcement date.** The board approves the split and states the ratio. Some splits require a shareholder vote to increase authorized shares. - **Record date.** Shareholders of record on this date receive the additional shares. - **Payable or distribution date.** The new shares are distributed. - **Ex-date (split-adjusted trading date).** The first day the stock trades at the post-split price. For a forward split, this is usually the business day after the payable date, because large distributions use the same 25%-or-more rule that FINRA applies to big dividends. ### Split-adjusted data After a split, data providers divide historical prices, EPS and dividends per share by the split ratio so charts and ratios remain comparable. If a company reported EPS of $8.00 before a 4-for-1 split, its split-adjusted EPS for that period is $2.00. When reading an old press release or 10-Q, check whether figures are pre-split or post-split. ## What is a reverse stock split? A reverse split combines several shares into one. In a 1-for-10 reverse split, every 10 shares become 1, and the price per share rises roughly tenfold. Fractional shares that result are typically paid out in cash. Common reasons: - **Exchange minimum price rules.** Nasdaq requires a minimum closing bid price of $1.00. A company that closes below $1.00 for 30 consecutive business days receives a deficiency notice, typically with a 180-calendar-day period to regain compliance, which requires closing at or above $1.00 for at least 10 consecutive business days. The NYSE has a similar $1.00 average closing price standard. Nasdaq has tightened its rules in recent years, limiting how companies that recently did a reverse split can use compliance periods. See the [stock exchanges guide](https://www.quantisnow.com/guides/stock-exchanges-explained) for detail on listing standards. - **Institutional eligibility.** Some funds and margin rules exclude low-priced stocks. - **Preparing for an offering.** A higher share price can make an equity raise easier to market. Reverse splits are usually approved by shareholders, sometimes as a range of ratios with the final ratio set by the board, so look for a DEF 14A proxy proposal before the split and an 8-K (often Item 5.03, amendments to the articles of incorporation, and Item 3.03 or 8.01) when it takes effect. A reverse split does not fix the underlying business, and stocks that reverse split to stay listed frequently continue to fall afterward. Pay attention to whether a reverse split is followed by a stock offering, which is a common sequence for cash-strapped small caps; the [shelf offerings and dilution guide](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) covers how to spot it. ## How do spin-offs work? A spin-off separates a business unit into its own publicly traded company by distributing its shares to the parent's existing shareholders. If a parent distributes 1 share of the new company for every 3 parent shares, a holder of 300 parent shares receives 100 shares of the spun-off company. Typical sequence: 1. The parent announces the planned separation, often 6 to 18 months ahead. 2. The new company files a Form 10 registration statement (or sometimes a Form S-1) with the SEC, describing its business and financials. 3. The board sets a record date and distribution ratio. 4. **When-issued trading** may begin a few days before the distribution, letting investors trade the new shares (and the parent "ex-distribution") before they are delivered. 5. On the distribution date, shares appear in holders' accounts and regular trading begins. Many spin-offs are structured to be tax free to US shareholders, and the parent apportions the cost basis between the two companies afterward, usually disclosed on IRS Form 8937. Index changes after a spin-off can trigger forced selling of the new company's shares by funds that cannot hold it. ## Share buybacks A buyback (share repurchase) is when a company buys its own shares, reducing the number outstanding. The board authorizes a dollar amount or share count, and the company executes over months or years. Common methods: - **Open market repurchases**, the most common type. Rule 10b-18 provides a safe harbor from market manipulation claims if the company follows conditions on timing, price, volume (generally no more than 25% of average daily trading volume) and broker use. - **Accelerated share repurchases (ASRs)**, where a bank delivers most of the shares up front. - **Tender offers**, where the company offers to buy a set number of shares at a stated price or range for a limited period. Since January 1, 2023, US public companies pay a 1% excise tax on the fair market value of net stock repurchases (repurchases minus issuances) under the Inflation Reduction Act. Companies disclose repurchase activity in their 10-Q and 10-K. An authorization is not an obligation; a company may announce a large program and buy back little. ## Ticker and name changes A ticker change usually accompanies a rebrand, a merger, a change in business focus or a move between exchanges. The CUSIP may or may not change. Brokers update positions automatically, but old charts, watchlists and alerts may need to be updated. If a company appends a fifth letter or moves to an over-the-counter symbol, that can indicate a delisting or a compliance issue. ## Worked example: Acme Corp (ticker ACME) reverse split Hypothetical Acme Corp has closed below $1.00 for more than 30 consecutive business days and received a Nasdaq deficiency notice. Shareholders approve a reverse split range, and the board picks 1-for-20. | Before the split | After the split | |---|---| | 200 million shares outstanding | 10 million shares outstanding | | Price $0.60 | Price about $12.00 | | Market cap $120 million | Market cap about $120 million | | An investor owns 1,010 shares | The investor owns 50 shares plus cash for 0.5 fractional share | | Trailing EPS of -$0.15 | Split-adjusted EPS of -$3.00 | Two weeks later, Acme files a prospectus supplement for an underwritten offering of 3 million new shares. The share count rises 30%, existing holders are diluted, and the price falls. The split did not change Acme's value; the offering is what changed each holder's ownership share. ## How to track corporate actions on Quantisnow - [8-K filings](https://www.quantisnow.com/categories/8-k) capture many corporate action disclosures, including charter amendments for reverse splits and spin-off announcements. - The [offerings category](https://www.quantisnow.com/categories/offerings) and [offerings feed](https://www.quantisnow.com/news/offerings) show capital raises that often follow reverse splits. - [DEF 14A proxy filings](https://www.quantisnow.com/categories/def-14a) show split proposals before shareholders vote. See the [proxy statements guide](https://www.quantisnow.com/guides/proxy-statements-def-14a). - Company pages at the pattern /company/AAPL collect each issuer's news and filings in one place. ## FAQ ### Does a stock split change the value of my investment? No. A split changes the number of shares and the price per share in equal proportion, so the total value of your position and your ownership percentage stay the same at the moment of the split. ### Why do companies do reverse stock splits? The most common reason is to raise the share price above an exchange minimum, such as Nasdaq's $1.00 closing bid requirement, to avoid delisting. Companies also reverse split to meet institutional investment thresholds or before a stock offering. ### What happens to fractional shares in a reverse split? Companies usually pay cash in lieu of fractional shares, based on the market price around the effective date. Some companies round fractional shares up to a whole share instead; the terms are in the proxy statement or 8-K. ### What is when-issued trading in a spin-off? When-issued trading lets investors buy and sell the spin-off company's shares, and the parent ex-distribution, for a few days before the new shares are delivered. Trades settle after the distribution occurs. ### Is a share buyback the same as a dividend? Both return cash to shareholders, but a dividend pays everyone directly while a buyback reduces the share count, raising each remaining shareholder's ownership percentage. Since 2023, US companies pay a 1% excise tax on net buybacks. --- # FDA approval process: IND, NDA and BLA, priority review, CRLs and accelerated approval > A new drug needs an IND to start human trials and an approved NDA or BLA to be sold. Learn each FDA step, review timelines, expedited programs and what a CRL means. Source: https://www.quantisnow.com/guides/fda-approval-process Section: Guides / Biotech and FDA Last updated: 2026-10-25 ## Key takeaways - A drug sponsor must file an Investigational New Drug (IND) application before human testing, and can begin trials 30 days after FDA receives it unless the FDA places a clinical hold. - Marketing approval requires a New Drug Application (NDA) for most small-molecule drugs or a Biologics License Application (BLA) for biologics such as antibodies, vaccines and gene therapies. - For new molecular entities and original BLAs, FDA's goal is to act within 10 months of the 60-day filing date for standard review and 6 months for priority review, roughly 12 and 8 months from submission. - The FDA ends a review cycle with either an approval or a complete response letter (CRL), which lists the deficiencies that must be fixed before approval. - Expedited programs include fast track, breakthrough therapy, priority review and accelerated approval, which allows approval based on a surrogate endpoint but requires confirmatory trials. The FDA approval process for a new drug runs from preclinical testing, through an Investigational New Drug (IND) application that permits human trials, through three phases of clinical studies, to a marketing application (an NDA or BLA) that the FDA reviews and either approves or rejects with a complete response letter. For most new drugs the whole path takes many years, and the final review alone is targeted at about 12 months from submission under standard review or 8 months under priority review. Each step generates disclosures that can move a biotech stock sharply. ## The FDA approval pathway step by step | Stage | What happens | Typical timing | Common public disclosure | |---|---|---|---| | Preclinical | Lab and animal studies of safety and pharmacology | Years | Scientific presentations | | IND submission | Sponsor asks to begin human testing | FDA has 30 days to object | "IND cleared" press release | | Phase 1 | Safety and dosing in a small group | Months to a couple of years | First patient dosed, safety data | | Phase 2 | Efficacy signals and dose selection | Often 1 to 3 years | Topline data, end-of-phase 2 meeting | | Phase 3 | Large confirmatory trials | Often 1 to 4 years | Topline pivotal data | | NDA or BLA submission | Full data package filed | Often several months after Phase 3 data | "Submitted" press release | | Filing decision | FDA decides whether the application is complete enough to review | Within 60 days | "Accepted for review" with PDUFA date | | Review | Clinical, statistical, manufacturing and labeling review; possible advisory committee | 10 or 6 months after filing for NMEs | AdComm vote, review extension | | Action | Approval letter or complete response letter | On or before the PDUFA goal date | Approval or CRL press release | | Post-marketing | Safety monitoring, Phase 4 studies, label changes | Ongoing | Label updates, safety communications | The clinical phases are covered in more depth in the [clinical trial phases guide](https://www.quantisnow.com/guides/clinical-trial-phases), and the review deadline in [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained). ## What is an IND? An Investigational New Drug application is the request a sponsor files with the FDA before testing an unapproved drug in humans. It includes preclinical data, manufacturing information and the clinical protocol. Under FDA regulations (21 CFR Part 312), a trial may begin 30 days after the FDA receives the IND unless the agency imposes a **clinical hold**, an order that delays or suspends the study. Clinical holds can also be imposed later, for example after a serious adverse event. A clinical hold announcement is often a significant negative catalyst, and its lifting is a common positive one. ## NDA vs BLA vs ANDA | Application | Used for | Legal basis | Example products | |---|---|---|---| | NDA (New Drug Application) | New small-molecule drugs and some peptides | Federal Food, Drug, and Cosmetic Act section 505(b) | Tablets, capsules, injectables made by chemical synthesis | | 505(b)(2) NDA | New version of an approved drug relying partly on existing data | Section 505(b)(2) | New formulation, new dose form, new combination | | BLA (Biologics License Application) | Biologics | Public Health Service Act section 351 | Monoclonal antibodies, vaccines, cell and gene therapies | | ANDA (Abbreviated NDA) | Generic copies of approved drugs | Section 505(j) | Generic small-molecule drugs | | 351(k) BLA | Biosimilars | PHS Act section 351(k) | Biosimilar antibodies | Most small-molecule NDAs are reviewed by FDA's Center for Drug Evaluation and Research (CDER), while vaccines, blood products and cell and gene therapies are reviewed by the Center for Biologics Evaluation and Research (CBER). Many therapeutic biologics, including most antibodies, are reviewed by CDER. A "new molecular entity" (NME) is a drug containing an active ingredient never before approved by the FDA. NMEs and original BLAs are reviewed under the PDUFA "Program," which adds a 60-day filing period before the review clock starts. ## How long does FDA review take? Under the Prescription Drug User Fee Act (PDUFA) performance goals, the FDA commits to act on 90% of applications within these windows: | Application type | Standard review | Priority review | |---|---|---| | NME NDA or original BLA | 10 months after the 60-day filing date (about 12 months from submission) | 6 months after the 60-day filing date (about 8 months from submission) | | Non-NME original NDA | 10 months from receipt | 6 months from receipt | | Class 1 resubmission after a CRL | 2 months from receipt | 2 months from receipt | | Class 2 resubmission after a CRL | 6 months from receipt | 6 months from receipt | A **major amendment** submitted during review (for example substantial new data) can extend the goal date by three months, and only one such extension is allowed per review cycle. The FDA's published goals are in the [PDUFA performance goals letter](https://www.fda.gov/industry/prescription-drug-user-fee-amendments/pdufa-vii-fiscal-years-2023-2027). Within 60 days of receipt, the FDA either files the application or issues a **refuse-to-file (RTF)** letter if it is too incomplete to review. Around day 74 the FDA usually communicates review issues it has identified so far. Late in the cycle the sponsor and FDA hold a late-cycle meeting and negotiate the label. ## Priority review vs standard review Priority review is a designation for drugs that, if approved, would offer a significant improvement in the safety or effectiveness of treating, diagnosing or preventing a serious condition. It shortens the review goal from 10 months to 6 months. It does not lower the evidence standard. A sponsor can also use a **priority review voucher**, earned for example by getting approval of a drug for a rare pediatric disease or a tropical disease, to obtain priority review for a different application. Vouchers can be sold, and voucher sales are disclosed as material events by small biotechs. ## Expedited programs | Program | Who qualifies | Main benefit | Stage it applies to | |---|---|---|---| | Fast track | Drugs for serious conditions addressing an unmet medical need | More frequent FDA meetings; rolling submission of the application | Development and review | | Breakthrough therapy | Drugs for serious conditions with preliminary clinical evidence of substantial improvement over available therapy | All fast track features plus intensive FDA guidance and senior management involvement | Development and review | | Priority review | Drugs offering significant improvement for a serious condition | 6-month review goal instead of 10 | Review | | Accelerated approval | Drugs for serious conditions with unmet need | Approval based on a surrogate or intermediate endpoint | Approval | The FDA's overview is at [fda.gov: fast track, breakthrough therapy, accelerated approval, priority review](https://www.fda.gov/patients/learn-about-drug-and-device-approvals/fast-track-breakthrough-therapy-accelerated-approval-priority-review). A drug can carry several designations at once. Orphan drug designation is separate: it covers drugs for diseases affecting fewer than 200,000 people in the US and brings incentives such as seven years of market exclusivity after approval. ## What is accelerated approval? Accelerated approval lets the FDA approve a drug for a serious condition based on a surrogate endpoint, such as tumor shrinkage or a lab biomarker, that is reasonably likely to predict a real clinical benefit, rather than waiting for outcomes such as survival. The sponsor must conduct confirmatory trials. Since the Food and Drug Omnibus Reform Act of 2022, the FDA can require confirmatory trials to be underway before approval and has a faster procedure for withdrawing the approval if confirmatory trials fail or are not done with due diligence. Withdrawals of accelerated approvals are notable negative events for the companies involved. ## What is a complete response letter (CRL)? A complete response letter is the FDA's notice that it cannot approve the application in its current form. It lists the deficiencies, which may involve clinical data (efficacy not demonstrated, safety concerns), manufacturing (facility inspection findings, chemistry, manufacturing and controls issues), or both, and often recommends what is needed to resolve them. What happens next: - The sponsor can resubmit, withdraw, or request a hearing. - A **Class 1 resubmission** addresses minor items such as labeling and gets a 2-month review goal. - A **Class 2 resubmission** addresses anything more substantial, such as new clinical data or a reinspection, and gets a 6-month review goal. The company's press release is its own summary of the CRL. The FDA has begun publishing complete response letters, which lets investors compare the company's description with the agency's text. ## Advisory committees The FDA may convene an advisory committee (AdComm) of outside experts to discuss an application and vote on questions such as whether benefits outweigh risks. The vote is not binding, but it is a widely watched signal. AdComm meetings are announced in the Federal Register and briefing documents are typically posted about two business days before the meeting, which can itself move the stock. ## Worked example: Acme Bio (ticker ACMB) Hypothetical Acme Bio develops a new antibody for a rare autoimmune disease. | Date | Event | Disclosure | |---|---|---| | Month 0 | IND submitted | Press release when clearance arrives after the 30-day window | | Months 1 to 30 | Phase 1 and Phase 2 trials; breakthrough therapy designation granted | Data releases, designation press release | | Months 30 to 54 | Phase 3 trial meets primary endpoint | Topline data press release, 8-K | | Month 60 | BLA submitted | Press release | | Month 62 | FDA accepts the BLA with priority review; PDUFA date set 8 months after submission | Press release with PDUFA date | | Month 66 | FDA requests more manufacturing data; Acme submits a major amendment; goal date extends 3 months | 8-K or press release | | Month 71 | FDA issues a CRL citing manufacturing inspection findings | Press release, often premarket | | Month 74 | Acme files a Class 2 resubmission | Press release with new goal date about 6 months out | | Month 80 | FDA approves the BLA | Approval press release | At each step the market updates the probability of approval and the expected launch timing. ## How to track FDA news on Quantisnow - The [FDA news feed](https://www.quantisnow.com/news/fda) streams approvals, CRLs, designations and clinical holds as companies announce them. - [Top FDA approvals](https://www.quantisnow.com/top/fda-approvals) lists the most recent approval news. - Follow biotech tickers through [following tickers](https://www.quantisnow.com/docs/following-tickers) and set [alerts](https://www.quantisnow.com/docs/alerts) so PDUFA outcomes reach you as they cross the wire. - [8-K filings](https://www.quantisnow.com/categories/8-k) capture the formal SEC disclosure that usually accompanies material FDA events. ## FAQ ### How long does FDA approval take? From the start of human trials, development commonly takes many years. The final review of a new molecular entity is targeted at about 12 months from submission under standard review or about 8 months under priority review. ### What is the difference between an NDA and a BLA? An NDA is used for most chemically synthesized drugs and is governed by the Food, Drug, and Cosmetic Act. A BLA is used for biologics such as antibodies, vaccines and gene therapies and is governed by the Public Health Service Act. ### What does a complete response letter mean? A CRL means the FDA has finished its review but cannot approve the application as submitted. It lists deficiencies the sponsor must resolve; the sponsor can then resubmit, which starts a new 2-month or 6-month review cycle. ### Does priority review mean a drug is more likely to be approved? No. Priority review shortens the review goal from 10 months to 6 months for drugs that could offer a significant improvement for a serious condition. The evidence standard for approval is the same. ### What is a clinical hold? A clinical hold is an FDA order that delays a proposed trial or suspends an ongoing one, usually over safety concerns or deficiencies in the protocol. The sponsor must address the issues before the FDA lifts the hold. --- # PDUFA dates explained: what an FDA goal date is and how to track it > A PDUFA date is the FDA's target date to act on a drug or biologic application. Learn how it is calculated, why it can move, and what happens on the day. Source: https://www.quantisnow.com/guides/pdufa-dates-explained Section: Guides / Biotech and FDA Last updated: 2026-10-25 ## Key takeaways - A PDUFA date is the target date by which the FDA aims to act on a new drug or biologic application, set under performance goals negotiated in the Prescription Drug User Fee Act. - For a new molecular entity or original BLA, the PDUFA date is about 12 months after submission under standard review or about 8 months under priority review. - The FDA does not generally publish PDUFA dates; investors learn them from the company, usually in the press release announcing that the application was accepted for review. - A major amendment can push the PDUFA date back by three months, and the FDA can act before the goal date or, occasionally, miss it. - On or before the PDUFA date the FDA issues either an approval or a complete response letter, so the date is one of the biggest scheduled catalysts for a small biotech. A PDUFA date is the target date by which the US Food and Drug Administration aims to complete its review of a new drug or biologic application and take action, either approving it or issuing a complete response letter. The name comes from the Prescription Drug User Fee Act, the law under which drug companies pay user fees and the FDA commits to review timelines. For a small biotech with one product, the PDUFA date can be the single most important scheduled event in its history. ## What is a PDUFA date? A PDUFA date (also called a PDUFA goal date, target action date or FDA action date) is the deadline the FDA sets for itself to act on a specific application under its PDUFA performance goals. It is a goal, not a statutory deadline: the FDA commits to meeting it for 90% of applications in a category, and in practice it meets the large majority of them. The FDA's possible actions on that date are: - **Approval**, with an approved label (prescribing information) that defines the indication, dosing and warnings. - **Complete response letter (CRL)**, meaning the FDA cannot approve the application as submitted and lists the deficiencies. There is no "partial" action in the formal sense, but an approval with a narrower indication, a boxed warning or a Risk Evaluation and Mitigation Strategy (REMS) can feel like a partial win to the market. The broader process is covered in the [FDA approval process guide](https://www.quantisnow.com/guides/fda-approval-process). ## How is the PDUFA date calculated? The goal date depends on the type of application and whether it receives priority or standard review: | Application | Standard review | Priority review | |---|---|---| | New molecular entity NDA or original BLA | 10 months after the 60-day filing date (about 12 months from submission) | 6 months after the 60-day filing date (about 8 months from submission) | | Non-NME original NDA | 10 months from receipt | 6 months from receipt | | Efficacy supplement (new indication for an approved drug) | 10 months from receipt | 6 months from receipt | | Class 1 resubmission after a CRL | 2 months from receipt | 2 months from receipt | | Class 2 resubmission after a CRL | 6 months from receipt | 6 months from receipt | These goals come from the PDUFA performance goals letter, which the FDA publishes for each five-year reauthorization; the current version is available on the [FDA's PDUFA page](https://www.fda.gov/industry/fda-user-fee-programs/prescription-drug-user-fee-amendments). For new molecular entities and original biologics, the FDA uses a "Program" review model that includes a 60-day filing period before the 10-month or 6-month review clock starts. That is why the total time is 12 or 8 months. ## How do investors find out the PDUFA date? The FDA generally does not publish upcoming PDUFA dates for pending applications. The company learns its date when the FDA files the application (within 60 days of submission) and typically discloses it in a press release such as "FDA accepts NDA for review and grants priority review; PDUFA target action date of September 16." Many companies also file an 8-K or mention the date in their 10-Q and investor presentations. Because the dates come from companies, they vary in precision. Some companies give an exact date, others only a quarter or month. Independent PDUFA calendars aggregate these company disclosures. ## Why does a PDUFA date move? ### Major amendments: a three-month extension If the sponsor submits a major amendment during review, for example substantial new clinical or manufacturing data, often at the FDA's request, the FDA can extend the goal date by three months. Only one such extension is allowed per review cycle. Companies usually announce these extensions, and the market reaction depends on whether the FDA is signaling a fixable gap or a deeper problem. ### Early action The FDA can act before the goal date. Early approvals happen, particularly for priority applications, but investors should not assume an early decision. ### Missed goal dates Occasionally the FDA misses a PDUFA date, most often because it could not complete a required facility inspection (for example at an overseas manufacturing site) or because of a heavy review workload. The company typically announces that the date passed without action and that review is ongoing. ### Weekends and holidays When a goal date falls on a weekend or federal holiday, the FDA often acts on the preceding business day, though it is not bound to. ## What happens around the PDUFA date? Key milestones in a typical review cycle: | Milestone | Approximate timing (NME, standard review) | What it can reveal | |---|---|---| | Submission | Month 0 | Company press release | | Filing decision | Day 60 | Acceptance or refuse-to-file letter; PDUFA date disclosed | | Day 74 letter | Day 74 | Whether the FDA has flagged review issues so far; whether an AdComm is planned | | Mid-cycle communication | Around month 7 | Status of the review, possible deficiencies | | Advisory committee | Varies, if held | Outside experts vote on benefit and risk | | Late-cycle meeting | About 3 months before the goal date | Remaining issues, labeling discussions | | Label negotiation | Final weeks | Signs that approval is likely | | PDUFA date | Month 12 | Approval or CRL | Companies sometimes disclose that "labeling discussions are underway," which investors generally treat as a constructive sign, though it is not a guarantee. ## Trading dynamics: PDUFA as a binary event A PDUFA date is often called a binary event because the outcome is largely yes or no and can move a small-cap stock by a large percentage in either direction. Common patterns observed by traders: - **Run-up.** Speculative buying in the weeks before a widely watched date. - **Elevated implied volatility.** Options on the stock price in a large expected move, then implied volatility typically collapses once the decision is known. See [options chain basics](https://www.quantisnow.com/guides/options-chain-basics). - **Sell the news.** Even an approval can be followed by a decline if expectations were fully priced in or the label is narrower than hoped. The [trading news catalysts guide](https://www.quantisnow.com/guides/trading-news-catalysts) covers this pattern. - **Timing.** FDA decisions are often announced by the company after the close or before the open, and sometimes during market hours, which can lead to a trading halt pending news. - **Financing.** Approved companies often raise capital soon after approval to fund a launch, which can add dilution. None of these patterns are reliable enough to predict an individual outcome. ## Worked example: Acme Bio (ticker ACMB) Hypothetical Acme Bio submits an original BLA on January 15 for a new biologic. | Date | Event | |---|---| | January 15 | BLA submitted | | March 16 (day 60) | FDA files the BLA and grants priority review; Acme announces a PDUFA date of September 16 (6 months after the filing date, about 8 months after submission) | | Late March | Day 74 letter notes no AdComm is currently planned | | June | FDA asks for additional stability data; Acme submits it, and the FDA classifies it as a major amendment | | June | Acme announces the PDUFA date is extended by three months to December 16 | | Early December | Acme says labeling discussions are underway | | December 15 | FDA approves the BLA one day before the goal date | The key information for investors arrived in company announcements at day 60, at the extension, and on the action date itself. ## How to track PDUFA dates and FDA decisions on Quantisnow - The [FDA news feed](https://www.quantisnow.com/news/fda) streams acceptance announcements (which carry PDUFA dates), extensions, approvals and CRLs as they publish. - [Top FDA approvals](https://www.quantisnow.com/top/fda-approvals) shows the latest approval news across companies. - Add biotech names using [following tickers](https://www.quantisnow.com/docs/following-tickers) and turn on [alerts](https://www.quantisnow.com/docs/alerts) so an after-hours decision reaches you immediately. - Company pages follow the pattern /company/AAPL and collect each company's FDA-related releases and filings. ## FAQ ### What does PDUFA stand for? PDUFA stands for the Prescription Drug User Fee Act, first passed in 1992 and reauthorized every five years. Under it, companies pay fees and the FDA commits to review timelines, which produce each application's PDUFA goal date. ### Does the FDA always decide on the PDUFA date? No. The FDA meets the large majority of its PDUFA goals, but it can act early, extend the date by three months after a major amendment, or occasionally miss it, often because of an outstanding facility inspection. ### Where can I find a company's PDUFA date? The FDA generally does not publish pending PDUFA dates. Companies disclose them, usually in the press release announcing the FDA has accepted the application for review, and in later SEC filings and presentations. ### What happens if the FDA misses a PDUFA date? The application remains under review and the FDA acts later. The company typically issues a statement, and the delay is often tied to an incomplete inspection or other review workload rather than a decision against approval. ### Is a PDUFA date the same as an approval date? No. The PDUFA date is the FDA's target date to take action. The action can be an approval or a complete response letter, and it can come before the goal date. --- # Clinical trial phases explained: Phase 1, 2, 3 and 4 for investors > Clinical trials run in phases. Phase 1 tests safety in 20 to 100 people, Phase 2 tests efficacy in up to several hundred, and Phase 3 confirms results in 300 to 3,000. Source: https://www.quantisnow.com/guides/clinical-trial-phases Section: Guides / Biotech and FDA Last updated: 2026-10-25 ## Key takeaways - Phase 1 trials test safety and dosing in roughly 20 to 100 people, Phase 2 tests efficacy and side effects in up to several hundred, and Phase 3 confirms benefit in about 300 to 3,000 patients, according to the FDA. - The FDA estimates that about 70% of drugs move from Phase 1 to Phase 2, about 33% from Phase 2 to Phase 3, and about 25% to 30% from Phase 3 onward. - A trial's primary endpoint is defined in advance, and whether it was met, usually judged by a p-value below 0.05, is the first thing to check in a topline data release. - Phase 4 studies happen after approval to monitor long-term safety and effectiveness, sometimes as a condition of approval. - Most applicable US trials must be registered on ClinicalTrials.gov, which lists design, enrollment targets, endpoints and estimated completion dates. Clinical trials test a new drug in humans in a sequence of phases, each larger and more demanding than the last: Phase 1 checks safety and dosing, Phase 2 looks for evidence that the drug works and refines the dose, Phase 3 confirms benefit and safety in a large population, and Phase 4 monitors the drug after approval. Before any of this, the sponsor must have an Investigational New Drug (IND) application in effect with the FDA. For biotech investors, the phase a drug is in largely determines its odds of reaching the market and the type of data catalyst to expect next. ## The phases at a glance The FDA describes the phases this way on its [clinical research page](https://www.fda.gov/patients/drug-development-process/step-3-clinical-research): | Phase | Participants | Typical length | Main purpose | Approximate share moving to next phase | |---|---|---|---|---| | Phase 1 | 20 to 100 healthy volunteers or people with the condition | Several months | Safety and dosage | About 70% | | Phase 2 | Up to several hundred people with the condition | Several months to 2 years | Efficacy and side effects | About 33% | | Phase 3 | 300 to 3,000 people with the condition | 1 to 4 years | Efficacy and monitoring of adverse reactions | About 25% to 30% | | Phase 4 | Several thousand people with the condition | Ongoing after approval | Long-term safety and effectiveness | Not applicable | These are broad averages. Success rates differ widely by disease area (oncology has historically had lower rates than some other areas), by modality, and by whether the drug targets a validated mechanism. ## Phase 1: is it safe, and at what dose? Phase 1 is the first time a drug is given to humans. Typical goals are to measure safety and tolerability, find the maximum tolerated dose, and study pharmacokinetics (how the body absorbs, distributes, metabolizes and eliminates the drug). Common designs: - **Single ascending dose (SAD)** and **multiple ascending dose (MAD)** cohorts that step up the dose in small groups. - **First-in-human** studies in healthy volunteers for many drugs; in oncology, Phase 1 is usually run in patients with cancer because the drugs can be toxic. - **Phase 1/2** combined designs, which add expansion cohorts to look for early efficacy. What investors watch: dose-limiting toxicities, serious adverse events, and any early efficacy signal. A small Phase 0 or "exploratory IND" stage exists for microdosing studies but is less common. ## Phase 2: does it work? Phase 2 tests whether the drug has a meaningful effect in patients with the target condition and helps choose the dose for Phase 3. Trials are often randomized and may compare the drug to placebo or standard of care. - **Phase 2a** studies are often smaller proof-of-concept trials. - **Phase 2b** studies are larger, dose-ranging trials designed to inform Phase 3. Phase 2 is where the most drugs fail, because it is the first real test of efficacy. After Phase 2, sponsors typically hold an **End-of-Phase 2 meeting** with the FDA to agree on the Phase 3 design, and some companies disclose the outcome of that meeting. In rare diseases or areas of high unmet need, a strong Phase 2 can sometimes support an accelerated approval filing; see the [FDA approval process guide](https://www.quantisnow.com/guides/fda-approval-process). ## Phase 3: confirming the benefit Phase 3 trials, often called pivotal trials, are large, usually randomized, controlled and often double-blind studies designed to show that the drug's benefit is statistically significant and clinically meaningful, and to characterize its safety in a broader population. The FDA has historically expected substantial evidence of effectiveness, which often means two adequate and well-controlled trials, though one trial plus confirmatory evidence can be enough in some cases. Phase 3 results are the core of the NDA or BLA submission. A positive Phase 3 readout is typically followed by a marketing application within months, and the FDA review then runs on the timeline described in [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained). ## Phase 4: after approval Phase 4 studies, or post-marketing studies, happen after approval. The FDA can require them (post-marketing requirements) or the sponsor can commit to them (post-marketing commitments), for example to study long-term safety, a pediatric population, or to confirm the benefit of a drug approved under accelerated approval. Results can lead to label expansions, new warnings or, rarely, withdrawal. ## How to read a clinical trial data release Trial results usually reach the market first as **topline data**: a short press release with the headline result, often followed by fuller data at a medical conference or in a journal. Key terms: - **Primary endpoint:** the main outcome the trial is designed to measure, specified in advance. Examples: overall survival, progression-free survival, change in a symptom score, or the percentage of patients achieving remission. - **Secondary endpoints:** additional outcomes measured after the primary. They matter, but a trial that misses its primary endpoint and hits secondary endpoints is generally considered a failed trial for regulatory purposes. - **Statistical significance:** usually a p-value below 0.05 on the primary endpoint, meaning the result would be unlikely if the drug had no effect. - **Effect size:** how large the benefit is, often with a confidence interval. A statistically significant but small effect may not be commercially meaningful. - **Hazard ratio:** in survival trials, a value below 1.0 favors the drug. A hazard ratio of 0.70 means a 30% lower risk of the event over the study period. - **Safety and tolerability:** serious adverse events, discontinuation rates and deaths in each arm. - **Subgroup analysis:** results in subsets of patients. Positive subgroup results after a failed primary endpoint should be read with caution, because they were often not the pre-specified test. ### Red flags in a data release - The release leads with secondary endpoints or a subgroup and mentions the primary endpoint late or not at all. - "Trend toward" or "numerical improvement" language, which usually means the result was not statistically significant. - Missing details on safety or discontinuations. - A change in the primary endpoint during the trial. ## Where to check trial details: ClinicalTrials.gov Most interventional trials of FDA-regulated drugs must be registered on [ClinicalTrials.gov](https://clinicaltrials.gov), run by the National Library of Medicine. Each record (identified by an NCT number) lists the phase, design, enrollment target, primary and secondary endpoints, study sites and estimated primary completion date. Comparing a company's press release with the registered endpoints is a straightforward way to check whether the reported result matches the original plan. Results for many applicable trials must also be posted to the registry, generally within a year of the primary completion date. ## Worked example: Acme Bio (ticker ACMB) Hypothetical Acme Bio has a single drug candidate, ACM-101, for a chronic inflammatory disease. | Stage | Disclosure | Example result | How to read it | |---|---|---|---| | Phase 1 | Press release and conference poster | 64 healthy volunteers, no serious adverse events, dose-proportional exposure | Clean safety; no efficacy information yet | | Phase 2b | Topline press release and 8-K | 240 patients, 3 doses vs placebo; high dose met primary endpoint with p = 0.003; low dose missed | Positive dose response supports Phase 3 at the high dose | | End-of-Phase 2 | Press release | Agreement with the FDA on Phase 3 design | Reduces regulatory design risk | | Phase 3 | Topline press release | 900 patients; primary endpoint met, p below 0.001; discontinuation rate 6% vs 4% for placebo | Supports an NDA submission | | Submission | Press release | NDA submitted; FDA acceptance and PDUFA date to follow within 60 days | Next catalyst is the FDA decision | Now consider the alternative Phase 3 headline: "ACM-101 demonstrates meaningful improvement in key secondary endpoints." If the release then says the primary endpoint "showed a positive trend" with p = 0.11, the trial missed its primary endpoint, and the secondary results are unlikely to support approval on their own. ## How to track clinical trial news on Quantisnow - The [FDA news feed](https://www.quantisnow.com/news/fda) streams trial readouts, designations and regulatory updates from biotech companies as they publish. - [8-K filings](https://www.quantisnow.com/categories/8-k) carry the formal SEC disclosure that often accompanies a material trial readout. - Follow biotech names via [following tickers](https://www.quantisnow.com/docs/following-tickers) and set [alerts](https://www.quantisnow.com/docs/alerts) so topline data releases reach you at publication. - [Offerings](https://www.quantisnow.com/categories/offerings) often follow positive data, as companies raise cash on strength. ## FAQ ### What is the difference between Phase 1, Phase 2 and Phase 3 trials? Phase 1 tests safety and dosing in about 20 to 100 people. Phase 2 tests whether the drug works and its side effects in up to several hundred patients. Phase 3 confirms efficacy and safety in about 300 to 3,000 patients and usually supports the marketing application. ### What percentage of drugs pass each phase? According to the FDA, about 70% of drugs move from Phase 1 to Phase 2, about 33% from Phase 2 to Phase 3, and about 25% to 30% move on from Phase 3. Rates vary considerably by disease area. ### What does topline data mean? Topline data is the first high-level summary of a trial's results, usually whether the primary endpoint was met and headline safety findings. Full data typically follows at a medical meeting or in a peer-reviewed publication. ### What is a primary endpoint? A primary endpoint is the main outcome a trial is designed to measure, specified before the trial begins. Regulators generally judge a trial's success by whether the primary endpoint was met with statistical significance. ### What is a Phase 4 study? A Phase 4 study takes place after FDA approval to monitor long-term safety and effectiveness in a larger population. The FDA can require such studies, especially for drugs approved under accelerated approval. --- # Short volume vs short interest: what FINRA data actually tells you > Short volume counts shares sold short each day; short interest counts positions still open on a settlement date. Learn how FINRA publishes each and how to read them. Source: https://www.quantisnow.com/guides/short-volume-vs-short-interest Section: Guides / Market structure Last updated: 2026-10-25 ## Key takeaways - Short volume is the number of shares sold short during a single trading day, while short interest is the total number of shares sold short and not yet covered as of a specific settlement date. - FINRA publishes daily short sale volume for trades reported to its facilities, which covers off-exchange trading but not short sales executed on the exchanges themselves. - FINRA collects short interest twice a month, as of the mid-month and end-of-month settlement dates, and publishes it about seven business days after each settlement date. - Daily short volume ratios of 40% or more are common because market makers routinely sell short to fill customer buy orders, so a high ratio alone is not evidence of bearish bets. - Days to cover, short interest divided by average daily volume, is a common gauge of how crowded a short position is. Short volume and short interest measure different things: short volume is the number of shares sold short during one trading day, while short interest is the number of shares that have been sold short and are still outstanding (not yet bought back) as of a specific date. Short volume is a flow, published daily by FINRA for off-exchange trades; short interest is a stock of open positions, reported by brokers twice a month. Confusing the two is one of the most common mistakes in reading short-selling data. ## Short volume vs short interest at a glance | | Short volume | Short interest | |---|---|---| | What it measures | Shares sold short in a single day | Open short positions as of a settlement date | | Type of measure | Flow (activity) | Stock (outstanding position) | | Frequency | Daily | Twice a month | | Source | FINRA daily short sale volume files (off-exchange trades); exchanges publish their own | Broker-dealers report to FINRA under Rule 4560; FINRA publishes | | Publication lag | Same trading day, after the close | About 7 business days after the settlement date | | Includes trades closed the same day | Yes | No | | Typical use | Intraday and daily sentiment, market-maker activity | Positioning, short squeeze risk, days to cover | ## What is short volume? Short volume is the number of shares in a security that were sold short during a trading day. A short sale is the sale of a security the seller does not own (or will deliver using borrowed shares), with the expectation of buying it back later. FINRA publishes **daily short sale volume** files that aggregate short sale and total volume for trades reported to FINRA's trade reporting facilities. That means the data covers off-exchange trading, such as trades executed by wholesalers, internalizers and alternative trading systems, but not short sales executed on exchanges like Nasdaq or NYSE, which publish their own short volume data. FINRA describes the dataset on its [short sale volume data page](https://www.finra.org/finra-data/browse-catalog/short-sale-volume-data). The usual derived figure is the **short volume ratio**: short volume divided by total volume for the same set of trades. A reading of 45% means that 45% of off-exchange volume reported that day was marked as a short sale. ### Why short volume ratios are high for almost every stock Short volume ratios of 40% to 50% or more are normal across the market. When a retail investor buys shares, a market maker often fills the order by selling short from its own inventory and then buys shares back later in the day or over the next few days. Those sales are recorded as short sales even though the market maker has no bearish view, and many such positions are closed before the end of the day. So a high daily short volume ratio does not, on its own, mean that investors are betting heavily against a stock. Changes in the ratio relative to the stock's own history are more informative than the absolute level. ## What is short interest? Short interest is the total number of shares of a security that have been sold short and not yet covered or closed out, as of a specific settlement date. It captures positions that remain open, regardless of when they were opened. Under [FINRA Rule 4560](https://www.finra.org/rules-guidance/rulebooks/finra-rules/4560), FINRA member firms must report the total short positions in all customer and proprietary accounts in equity securities. FINRA then compiles the data by security and publishes it. FINRA's dataset overview is on its [equity short interest page](https://www.finra.org/finra-data/browse-catalog/equity-short-interest). ### When is short interest reported? The current schedule works like this: | Step | Timing | |---|---| | Mid-month settlement date | The 15th of the month, or the prior settlement day if the 15th is not a settlement day | | End-of-month settlement date | The last business day of the month on which transactions settle | | Firms report positions to FINRA | By 6 p.m. ET on the second business day after the settlement date | | FINRA publishes the data | On the 7th business day after the settlement date | FINRA publishes an annual calendar with the exact settlement, due and publication dates. Because of the lag, the short interest you see on a given day may reflect positions that are a week and a half old or more. FINRA has proposed rule changes to increase the frequency and granularity of short interest reporting. As of this writing, check FINRA's website for whether any change has been approved and when it takes effect. Separately, the SEC adopted Rule 13f-2 and Form SHO to collect short position data from large institutional managers, but compliance has been postponed. ## Key short interest metrics ### Short interest as a percent of float Short percent of float = short interest divided by the public float (shares available to trade, excluding insiders and restricted holdings). This shows what share of tradable stock is sold short. Single digits are common for large caps; readings above 20% are generally considered high. Some data providers use shares outstanding instead of float, which produces a lower number, so check the denominator. ### Days to cover Days to cover (also called the short interest ratio) = short interest divided by average daily trading volume. It estimates how many days of normal volume it would take for short sellers to buy back all their shares. A higher figure means a more crowded short that could take longer to unwind. ### Change in short interest Comparing the latest report with the prior one shows whether shorts are adding to or closing positions. A sharp rise in short interest ahead of an event such as an earnings report or FDA decision can show where positioning stands. ## Worked example: Acme Corp (ticker ACME) Hypothetical Acme Corp has 100 million shares outstanding and a public float of 80 million shares. Its 20-day average daily volume is 2 million shares. **Short volume on one day:** | Off-exchange total volume | Off-exchange short volume | Short volume ratio | |---|---|---| | 1,500,000 | 720,000 | 48% | A 48% ratio is close to typical for many stocks and does not by itself say much about bearish positioning. **Short interest on the mid-month settlement date:** | Metric | Value | Calculation | |---|---|---| | Short interest | 12,000,000 shares | Reported by brokers | | Short % of float | 15% | 12,000,000 / 80,000,000 | | Short % of shares outstanding | 12% | 12,000,000 / 100,000,000 | | Days to cover | 6.0 | 12,000,000 / 2,000,000 | | Change vs prior report | +2,000,000 shares (+20%) | 12,000,000 vs 10,000,000 | This picture, where short interest rose 20% in two weeks to 15% of float with six days to cover, is a meaningfully more informative signal about positioning than the daily short volume ratio. Keep in mind it describes positions as of the settlement date, published about a week and a half later. ## What is a short squeeze? A short squeeze happens when a heavily shorted stock rises quickly and short sellers rush to buy shares to cover their positions, which adds buying pressure and pushes the price higher still. High short percent of float, high days to cover, limited shares available to borrow and high borrow fees are conditions that make a squeeze more likely, but they do not predict one. Positive news catalysts, such as earnings surprises or FDA approvals, are frequent triggers. See [trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) for how news moves prices. ## Common mistakes - **Treating short volume as short interest.** Daily short volume includes market-maker activity and positions closed the same day. - **Ignoring exchange volume.** FINRA's daily short volume files cover off-exchange trades only, so they are not a full picture of all short selling. - **Using stale short interest.** The data is published about seven business days after the settlement date. - **Mixing denominators.** Percent of float and percent of shares outstanding can differ widely for companies with large insider holdings. - **Assuming shorts are always right or always wrong.** Short sellers include hedgers, arbitrageurs in [mergers](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) or convertible bonds, and market makers, not only investors betting on a decline. ## How to track short activity on Quantisnow - The [short volume screener](https://www.quantisnow.com/screener/short-volume) ranks stocks by FINRA daily short volume and short volume ratio. - [Trending stocks](https://www.quantisnow.com/top/trending) and [most active companies](https://www.quantisnow.com/top/active-companies) help put unusual short activity in the context of news flow. - Company pages, at the pattern /company/AAPL, put short data next to the latest filings and press releases. - Set [alerts](https://www.quantisnow.com/docs/alerts) on heavily shorted names so news catalysts reach you as they publish. ## FAQ ### What is the difference between short volume and short interest? Short volume counts shares sold short during a single trading day, including positions closed the same day. Short interest counts all short positions still open as of a settlement date, reported twice a month. ### How often is short interest reported? FINRA collects short interest twice a month, as of a mid-month settlement date and the end-of-month settlement date. Firms report within two business days, and FINRA publishes the data on the seventh business day after the settlement date. ### Why is short volume always so high? Market makers often sell short to fill customer buy orders and then buy back shares later, so daily short volume ratios of 40% to 50% are normal. A high ratio alone does not indicate heavy bearish betting. ### What is a high short interest percentage? There is no official threshold, but short interest above about 20% of float is commonly considered high. Days to cover above several days also suggests a crowded short position. ### Does FINRA short volume include all trades? No. FINRA's daily short sale volume files cover trades reported to FINRA facilities, which are off-exchange trades. Short sales executed on exchanges are published separately by those exchanges. --- # The IPO lifecycle: from S-1 filing to lockup expiration > An IPO moves from a confidential S-1 to pricing, first trade, analyst initiations about 25 days later and lockup expiry around day 180. Here is what each stage means. Source: https://www.quantisnow.com/guides/ipo-lifecycle Section: Guides / Market structure Last updated: 2026-10-25 ## Key takeaways - An IPO typically moves through a registration filing on Form S-1, a roadshow, pricing the night before trading, and a closing a day or two later. - Emerging growth companies can submit their S-1 confidentially but must file it publicly at least 15 days before the roadshow begins. - Underwriters' analysts commonly initiate coverage about 25 days after the IPO, at the end of the prospectus delivery period, often all on the same morning. - Lockup agreements usually bar insiders and pre-IPO holders from selling for 180 days, and lockup expiration is a well-known date for added supply. The IPO lifecycle is the sequence of events that takes a private company to a public listing and through its first months as a public company: the registration filing, the roadshow, pricing, the first trade, the end of the research quiet period, the first earnings report, and the lockup expiration. Each stage produces specific filings and news, and several of them, especially analyst initiations and the lockup expiry, are dated events that are known well in advance. ## The IPO timeline at a glance | Stage | Typical timing | Key document or event | |---|---|---| | Confidential submission | Months before IPO | Draft registration statement (non-public) | | Public S-1 filing | At least 15 days before roadshow | Form S-1 on EDGAR | | Amendments and price range | Weeks before pricing | S-1/A with expected price range and share count | | Roadshow | About 1 to 2 weeks | Management presents to institutional investors | | Effectiveness and pricing | Evening before first trade | SEC declares S-1 effective, IPO priced | | First trade | Next morning | Stock opens on the exchange | | Final prospectus | Within 2 business days of pricing | 424(b)(4) prospectus filed | | Closing | Usually 1 to 2 business days after pricing | Shares delivered, company receives cash | | Greenshoe window | Up to 30 days | Underwriters may buy up to 15% more shares | | Analyst initiations | About 25 days after IPO | Underwriter research published | | First earnings report | Next quarter end | First 10-Q or 10-K as a public company | | Lockup expiration | Usually 180 days | Pre-IPO holders free to sell | ## Before the IPO: registration and the S-1 A company going public in the US registers its shares with the SEC, usually on Form S-1 (foreign private issuers use Form F-1). The S-1 contains the prospectus: business description, risk factors, audited financial statements, management's discussion and analysis, executive pay, principal shareholders, and the use of proceeds. The guide on [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) walks through it section by section. **Confidential submission.** Emerging growth companies (EGCs), generally those with less than about $1.235 billion in annual revenue, can submit a draft registration statement privately to the SEC for review. Since 2017, the SEC has extended confidential review to most other IPO issuers as well. The company must file publicly at least 15 days before the roadshow starts, which is when most investors first see the numbers. **The pre-IPO quiet period.** Under the Securities Act, companies face limits on promotional communications before and during registration, often called "gun-jumping" rules. That is why IPO candidates tend to avoid publicity in the run-up to listing. EGCs can "test the waters" with qualified institutional buyers and institutional accredited investors, and since 2019 all issuers may do so. ## Pricing, first trade and closing During the roadshow, underwriters collect indications of interest from institutional investors (the "book"). An S-1/A sets an expected price range. On pricing night, after the SEC declares the registration statement effective, the company and lead underwriters agree on the final price and share count based on demand. The price can land within, above or below the range, and the deal size can change. The stock usually begins trading the next morning. The opening trade often happens well after 9:30 a.m. Eastern, because the exchange runs a special IPO opening auction once buy and sell orders are balanced. The gap between the IPO price and the opening price is the "pop" (or drop). The final prospectus is filed under Rule 424(b)(4). The deal closes, with the company receiving the proceeds, usually one or two business days after pricing. **Greenshoe (over-allotment option).** Underwriters typically sell up to 15% more shares than the base deal and hold an option to buy those extra shares from the company for up to 30 days. If the stock trades below the IPO price, underwriters can instead cover by buying in the market, which supports the price. This stabilization activity is permitted under SEC Regulation M. ## After the IPO: the research quiet period Once the stock trades, research from the banks that underwrote the deal is restricted for a period. FINRA Rule 2241 sets a 10-day quiet period after an IPO for research from participating underwriters, and the JOBS Act removed some restrictions for EGCs. In practice, underwriters' analysts commonly wait about 25 days, matching the prospectus delivery period for exchange-listed IPOs, and then publish initiations together. This "quiet period expiration" is a predictable news day. Underwriter initiations skew positive because the banks chose to take the company public. The reaction depends on how far the stock has already moved since the IPO. See [analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) for how to read initiations. ## The first earnings report A newly public company files its first 10-Q or 10-K for the first period ending after the IPO and usually hosts its first earnings call. This is the first test of whether results match the story told on the roadshow, and first-quarter guidance is closely watched. Newly public companies often have limited trading history, so reactions to the first report can be large. See [how to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report). ## Lockup expiration A lockup agreement is a contract between the underwriters and pre-IPO holders (founders, employees, venture capital and private equity funds) that bars them from selling shares for a set period after the IPO, most commonly 180 days. Terms are disclosed in the S-1 under "Shares Eligible for Future Sale" and "Underwriting." Many lockups now include variations: - **Early release** of a portion of shares if the stock trades above a set premium to the IPO price for a number of days, or after the first earnings release. - **Staggered expiry**, with portions released at different dates. - **Underwriter waivers**, which can release shares early for a follow-on offering. When a lockup expires, a large share count may become eligible for sale. Not all of it will be sold, and the date is public, so the market can anticipate it. Still, lockup expirations are often associated with increased volume and selling pressure, particularly when pre-IPO holders have large gains. Insiders who are affiliates still sell under Rule 144 limits and may file a [Form 144](https://www.quantisnow.com/guides/form-144-explained) before selling. ## Worked example: a hypothetical IPO calendar Acme Corp (ticker ACME) prices its IPO on Wednesday, March 4, 2026, at $20.00, the top of its $17 to $20 range, selling 10 million shares. The base deal raises $200 million. Underwriters have a 30-day option on 1.5 million more shares (15%). | Date | Event | What to check | |---|---|---| | Mar 4 (evening) | Pricing | Price vs range, upsized or not | | Mar 5 | First trade, opens at $26.00 | Opening pop, volume | | Mar 6 | 424(b)(4) final prospectus | Final share count, lockup terms | | Mar 6 or 9 | Closing | Company receives proceeds | | By Apr 3 | Greenshoe deadline | Whether underwriters exercised | | About Mar 30 | Analyst initiations from underwriters | Ratings and price targets | | May | First earnings as a public company | Results vs roadshow story, guidance | | Aug 31 | 180-day lockup expiration | Shares unlocked, Form 144 filings | The S-1 might say 60 million shares are subject to lockup, compared with 10 million sold in the IPO. That ratio, six times the public float, is the kind of number investors note ahead of the expiry date. ## Other routes to market - **Direct listing.** Existing shareholders sell directly on the exchange without underwriters or a lockup in the traditional sense. The NYSE and Nasdaq also allow primary direct listings, where the company raises capital. - **SPAC merger.** A special purpose acquisition company that is already listed merges with a private company. Disclosure comes through a proxy or S-4 rather than an S-1, and lockups and redemptions work differently. - **Uplisting.** A company already trading over the counter moves to a national exchange, often with a concurrent offering. See [stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained). ## How to follow IPOs on Quantisnow - The [IPO calendar](https://www.quantisnow.com/ipos) lists upcoming and recent IPOs, and the [S-1 category](https://www.quantisnow.com/categories/s-1) collects registration statements and amendments as they are filed. - The [offerings feed](https://www.quantisnow.com/news/offerings) shows pricing announcements and follow-on deals, and [coverage initiated](https://www.quantisnow.com/categories/coverage-initiated) catches analyst initiations at quiet period expiry. - Company pages at the pattern /company/ACME collect filings, news and data for each new listing. Use [alerts](https://www.quantisnow.com/docs/alerts) to be notified of the first earnings report and Form 144 filings. ## FAQ ### What is the IPO quiet period? The term is used for two periods. Before the IPO, Securities Act rules limit promotional communications by the company. After the IPO, research from the underwriting banks is restricted, and underwriters' analysts commonly initiate coverage about 25 days after the offering. ### How long is an IPO lockup period? Most IPO lockups last 180 days from the offering, though some are shorter or include early release provisions tied to stock price or the first earnings release. The terms are disclosed in the S-1 and the final prospectus. ### What happens when an IPO lockup expires? When a lockup expires, founders, employees and pre-IPO investors become free to sell shares, subject to securities rules such as Rule 144 for affiliates. The extra potential supply is often associated with higher volume and selling pressure around the date. ### What is a greenshoe option? A greenshoe, or over-allotment option, lets underwriters buy up to 15% more shares from the company, usually within 30 days of the IPO. It gives underwriters flexibility to support the stock price if it falls below the offer price. ### Why does an IPO stock open later than 9:30 a.m.? The listing exchange runs a special opening auction for the IPO and waits until buy and sell interest is balanced at an opening price. This can take from minutes to a few hours after the regular open. ### What is the difference between the S-1 and the 424(b)(4)? The S-1 is the registration statement, including the preliminary prospectus with a price range. The 424(b)(4) is the final prospectus filed after pricing, with the actual offering price and final share count. --- # Stock exchanges explained: NYSE, Nasdaq tiers, OTC and delisting > US stocks trade on exchanges like the NYSE and Nasdaq or over the counter. Learn the Nasdaq tiers, the $1 minimum bid rule, deficiency notices and how delisting works. Source: https://www.quantisnow.com/guides/stock-exchanges-explained Section: Guides / Market structure Last updated: 2026-10-25 ## Key takeaways - Most US stocks are listed on the NYSE, NYSE American or one of Nasdaq's three tiers (Global Select Market, Global Market and Capital Market), while unlisted stocks trade over the counter. - Both Nasdaq and the NYSE generally start a deficiency process when a stock trades below $1.00 for 30 consecutive business or trading days, then give the company about 180 days or 6 months to regain compliance. - A company that receives a listing deficiency notice must disclose it on Form 8-K under Item 3.01 within 4 business days. - Rules adopted in 2024 and 2025 limit repeated reverse splits, so a company that already did a reverse split in the past year can face delisting without a new compliance period. A stock exchange is a regulated marketplace that lists company shares and sets the rules those companies must follow to stay listed. In the US, most public companies are listed on the New York Stock Exchange (NYSE), NYSE American, or one of Nasdaq's three market tiers. Stocks that are not listed on a national exchange trade over the counter (OTC). Where a stock is listed affects its liquidity, its disclosure obligations and, when a company runs into trouble, how and when it can be delisted. ## What does it mean for a stock to be listed? A listed stock has met an exchange's initial listing standards for size, share price, public float, number of holders and corporate governance, and has agreed to meet ongoing (continued) listing standards. Listing is different from where trades happen. A Nasdaq-listed stock trades on many venues, including other exchanges and off-exchange venues, but the listing exchange sets its listing rules, runs its opening and closing auctions, and issues regulatory halts. All national securities exchanges are registered with and overseen by the SEC. Companies listed on them must register their shares under the Securities Exchange Act and file periodic reports (10-K, 10-Q, 8-K) on EDGAR. ## The main US listing venues | Venue | Typical companies | Notes | |---|---|---| | NYSE | Large, established companies | Uses Designated Market Makers and an opening and closing auction | | NYSE American | Small caps | Formerly the American Stock Exchange | | NYSE Arca | Mostly ETFs and other exchange-traded products | Few operating companies | | Nasdaq Global Select Market | Largest Nasdaq companies | Highest Nasdaq initial standards | | Nasdaq Global Market | Mid-sized companies | Middle tier | | Nasdaq Capital Market | Smaller companies | Lowest Nasdaq standards, many small biotech and recent IPOs | | Cboe BZX | Mostly ETFs | Lists some operating companies | | OTC Markets (OTCQX, OTCQB, Pink) | Unlisted companies, foreign ADRs, delisted stocks | Not a national securities exchange | ### What are the Nasdaq tiers? Nasdaq divides its listed companies into three tiers. The **Global Select Market** has the strictest initial requirements for earnings, cash flow or market capitalization. The **Global Market** sits in the middle. The **Capital Market** has the lowest thresholds and is where many small companies and early-stage biotechs list. Companies can move between tiers, and a company that falls out of compliance on a higher tier can sometimes transfer down to the Capital Market instead of being delisted. ### What is OTC trading? OTC stocks trade through broker-dealer networks rather than on an exchange. OTC Markets Group organizes them into tiers: **OTCQX** (highest standards, often foreign companies and larger issuers), **OTCQB** (venture-stage companies that must be current in reporting and meet a minimum bid test), and **Pink** (wide range, including companies with limited disclosure). The **Expert Market** is a restricted tier for securities without current public information, where quotes are not publicly displayed. Liquidity in many OTC stocks is thin, and spreads can be wide. The SEC's investor site explains microcap stock risks at https://www.investor.gov/introduction-investing/investing-basics/glossary/microcap-stock. ## Continued listing standards that trigger notices Once listed, companies must keep meeting continued listing standards. The most common deficiencies: | Deficiency | Nasdaq | NYSE | |---|---|---| | Low share price | Closing bid below $1.00 for 30 consecutive business days | Average closing price below $1.00 over 30 consecutive trading days | | Standard cure period for price | 180 calendar days, with a possible second 180 days for Capital Market companies | 6 months | | How price compliance is regained | Closing bid at $1.00 or more for at least 10 consecutive business days | Closing price and 30-trading-day average at $1.00 or more at a month end | | Late periodic report | Notice after a missed 10-K or 10-Q, plan required within 60 days, possible exception up to 180 days from the due date | Notice and a cure period, up to 6 months initially | | Equity or market value | Minimum stockholders' equity or alternatives (for example $2.5 million equity on the Capital Market) | Market capitalization and equity tests | | Governance | Audit committee and board independence requirements | Similar requirements | These are summaries. The exchanges' full rules are in the Nasdaq Listing Rules (5000 series) and the NYSE Listed Company Manual (Section 802.01). ### What is a deficiency notice? A deficiency notice is a letter from the exchange telling a company it no longer meets a continued listing standard and explaining how long it has to fix the problem. Under SEC rules, the company must file a Form 8-K under **Item 3.01** (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard) within 4 business days. Nasdaq also requires a public announcement. Receiving a notice does not mean immediate delisting; the stock keeps trading during the compliance period. ### Reverse splits and the newer, stricter rules The most common fix for a low share price is a reverse stock split, which combines shares (for example 1-for-10) to lift the per-share price. Because some companies used repeated reverse splits to stay listed, both exchanges tightened their rules: - **Nasdaq (changes adopted from 2020 through early 2025).** A company that falls below $1.00 within one year after a reverse split is not eligible for a compliance period. A company that does not regain compliance after its compliance periods is suspended from trading while any appeal is heard. Separately, if a stock closes at or below $0.10 for 10 consecutive trading days during a compliance period, Nasdaq issues a delisting determination. - **NYSE (2025 change).** A company that did a reverse split in the prior year, or reverse splits totaling 200-to-1 or more over two years, is not eligible for a compliance period, and the NYSE begins suspension and delisting procedures immediately. For more on reverse splits as corporate actions, see [stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions). ## How delisting works Delisting can be **involuntary** (the exchange removes a company that fails its standards) or **voluntary** (the company chooses to leave, often after a merger, going private, or moving to another exchange). The usual involuntary sequence: 1. Deficiency notice, disclosed on 8-K Item 3.01. 2. Compliance period, during which the company may submit a plan, do a reverse split, raise equity, or catch up on filings. 3. Delisting determination if the deficiency is not cured. 4. Appeal to a hearings panel, which may grant more time. Nasdaq suspends trading during some appeals under its newer rules. 5. Suspension of trading on the exchange. The stock typically starts trading OTC, often the next day. 6. Form 25 filed with the SEC, removing the security from listing. It generally becomes effective 10 days after filing. Delisting from an exchange does not by itself end SEC reporting. A company may keep filing 10-Ks and 10-Qs while trading OTC, unless it also deregisters, usually by filing a Form 15 when it has few enough holders of record. For shareholders, involuntary delisting usually means lower liquidity and wider spreads, and some institutional holders must sell because their mandates require exchange-listed stocks. ## Worked example: a hypothetical deficiency timeline Acme Corp (ticker ACME), listed on the Nasdaq Capital Market, closes below $1.00 for 30 straight business days. | Date | Event | |---|---| | Feb 10 | Nasdaq sends a bid price deficiency letter with 180 calendar days to regain compliance | | Feb 13 | Acme files an 8-K under Item 3.01 and issues a press release | | Feb to Aug | Stock trades between $0.55 and $0.90 | | Early Aug | 180 days end. Acme meets the other Capital Market standards and says it will do a reverse split if needed, so Nasdaq grants a second 180-day period | | Following Jan | Acme does a 1-for-15 reverse split. Shares open around $9.75 | | Late Jan | Stock closes above $1.00 for 10 straight business days. Nasdaq confirms compliance | Under the newer rules, if ACME then fell below $1.00 again within one year of that reverse split, it would not get a new compliance period, and Nasdaq would issue a delisting determination. Many companies also pair reverse splits with capital raises, so the reverse split is often followed by a prospectus supplement. See [shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution). ## How to follow exchanges and listing news on Quantisnow - The [exchanges page](https://www.quantisnow.com/exchanges) shows listed companies by exchange, and [companies](https://www.quantisnow.com/companies) lets you browse the full universe. - The [8-K category](https://www.quantisnow.com/categories/8-k) includes Item 3.01 deficiency and delisting notices, and the [SEC filings feed](https://www.quantisnow.com/news/sec) streams them as they are filed. - Company pages at the pattern /company/ACME show listing details and recent filings. See [company pages](https://www.quantisnow.com/docs/company-pages). - Set [alerts](https://www.quantisnow.com/docs/alerts) on holdings to catch deficiency notices, reverse split announcements and Form 25 filings. ## FAQ ### What is the difference between NYSE and Nasdaq? Both are SEC-registered national securities exchanges that list US stocks. The NYSE uses Designated Market Makers and a single listing tier for most operating companies, while Nasdaq is a fully electronic market with three listing tiers: Global Select, Global Market and Capital Market. ### What happens if a stock trades below $1? If a stock stays below $1.00 for 30 consecutive business days on Nasdaq, or averages below $1.00 over 30 trading days on the NYSE, the exchange sends a deficiency notice. The company typically gets 180 days (Nasdaq) or 6 months (NYSE) to regain compliance, often through a reverse split. ### What does a Nasdaq deficiency notice mean? It means the company no longer meets a continued listing standard, such as the $1.00 minimum bid or timely filing of reports. The company must disclose it on Form 8-K Item 3.01 within 4 business days, and the stock continues to trade during the compliance period. ### What happens to my shares if a stock is delisted? You still own the shares. After delisting from an exchange, the stock usually trades over the counter, where liquidity is often lower and bid-ask spreads wider. ### What is the Nasdaq Capital Market? The Nasdaq Capital Market is Nasdaq's tier for smaller companies, with the lowest initial and continued listing requirements of its three tiers. Many small-cap and early-stage biotech companies list there. ### What is Form 25? Form 25 is the SEC filing used to remove a security from listing on a national exchange. It is filed by the exchange for involuntary delistings or by the company for voluntary ones, and generally becomes effective 10 days after filing. --- # Options chain basics: calls, puts, implied volatility and open interest > An options chain lists every call and put for a stock by strike and expiration. Learn to read bid, ask, volume, open interest, implied volatility and earnings IV crush. Source: https://www.quantisnow.com/guides/options-chain-basics Section: Guides / Market structure Last updated: 2026-10-25 ## Key takeaways - An options chain is a table of all available call and put contracts on a stock, organized by expiration date and strike price, with quotes, volume, open interest and implied volatility for each. - A standard US equity option contract covers 100 shares, so a premium quoted at $2.50 costs $250 per contract before fees. - Volume counts contracts traded today, while open interest counts contracts still open at the end of the previous trading day, as reported by the Options Clearing Corporation. - Implied volatility is the market's expectation of future price movement backed out of option prices, and it typically rises before earnings and falls sharply afterward, a pattern known as IV crush. - The price of the at-the-money straddle for the first expiration after an event gives a rough estimate of the move the options market expects. An options chain is the full list of option contracts available on a stock, laid out by expiration date and strike price, with calls on one side and puts on the other. For each contract it shows the current bid and ask, last price, trading volume, open interest and usually implied volatility and the "greeks." Reading a chain tells you how the options market is pricing a stock's potential moves, which is useful context even if you never trade an option. ## What is an option? An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying stock at a set price (the strike price) on or before a set date (the expiration date). The seller (writer) of the option takes on the obligation if the buyer exercises. - **Call option:** the right to buy 100 shares at the strike price. Calls generally gain value when the stock rises. - **Put option:** the right to sell 100 shares at the strike price. Puts generally gain value when the stock falls. - **Premium:** the price paid for the option, quoted per share. Multiply by 100 for the cost per contract. Most US-listed equity options are **American-style**, meaning they can be exercised any time before expiration. Many index options are European-style and cash-settled. All listed US options clear through the Options Clearing Corporation (OCC). Before trading options, brokers must provide the disclosure document "Characteristics and Risks of Standardized Options," and options can lose their entire value. The SEC's investor education site [investor.gov](https://www.investor.gov) has introductory material on options risk. ## How to read an options chain A typical chain for one expiration looks like this, with calls on the left, strikes in the middle and puts on the right: | Call bid | Call ask | Call volume | Call OI | Call IV | Strike | Put bid | Put ask | Put volume | Put OI | Put IV | |---|---|---|---|---|---|---|---|---|---|---| | 6.10 | 6.30 | 120 | 2,400 | 41% | 45 | 1.05 | 1.15 | 310 | 5,100 | 44% | | 2.85 | 2.95 | 1,850 | 9,800 | 39% | 50 | 2.75 | 2.85 | 1,640 | 8,700 | 40% | | 0.95 | 1.05 | 960 | 6,300 | 40% | 55 | 5.90 | 6.10 | 85 | 1,900 | 42% | ### Column by column - **Strike:** the price at which the option can be exercised. - **Bid and ask:** the highest price buyers are offering and the lowest price sellers are asking. The spread between them is a cost of trading; wide spreads signal thin liquidity. - **Last:** the price of the most recent trade, which may be stale for illiquid contracts. - **Volume:** the number of contracts traded so far today. It resets every trading day. - **Open interest (OI):** the number of contracts outstanding (opened and not yet closed, exercised or expired) as of the end of the prior trading day. The OCC updates it once per day, so it does not change intraday. - **Implied volatility (IV):** the annualized volatility implied by the option's price. Higher IV means more expensive options relative to the stock price. - **Greeks:** sensitivity measures such as delta and theta, explained below. ### In the money, at the money, out of the money | Term | Call | Put | |---|---|---| | In the money (ITM) | Strike below stock price | Strike above stock price | | At the money (ATM) | Strike at or near stock price | Strike at or near stock price | | Out of the money (OTM) | Strike above stock price | Strike below stock price | An option's premium is made of **intrinsic value** (how far it is in the money) plus **extrinsic value** (time value and volatility value). An OTM option has only extrinsic value, which decays to zero at expiration if the option stays OTM. ### Expirations Standard monthly options expire on the third Friday of the month. Many actively traded stocks also have weekly expirations, and some have quarterly and long-dated options (LEAPS) with expirations more than a year out. If an exchange holiday falls on a Friday expiration, the expiration usually moves to the preceding business day. ## Volume vs open interest Volume and open interest together say more than either alone: - **High volume, rising open interest the next day:** new positions are being opened. - **High volume, flat or falling open interest:** existing positions are being closed or rolled. - **Unusually high volume compared with open interest at a strike:** often called unusual options activity. It shows that someone traded heavily, but not whether they bought or sold, or whether it was a hedge. Because OI updates overnight, you see today's new positioning only the next morning. ## What is implied volatility? Implied volatility is the volatility input that, when plugged into an option pricing model, produces the option's current market price. It is quoted as an annualized percentage. As a rough rule, a stock with IV of 32% is expected by the options market to move about 2% per trading day on average (32% divided by the square root of 252, about 15.9, is about 2%), with the actual move being larger or smaller. Implied volatility differs from **historical (realized) volatility**, which measures how much the stock actually moved in the past. Comparing the two shows whether options are pricing more or less movement than the stock has recently delivered. IV is not uniform across a chain. The pattern of IV across strikes is called the **skew**; for many stocks, OTM puts trade at higher IV than OTM calls, reflecting demand for downside protection. The pattern across expirations is the **term structure**. ## Earnings and IV crush Before a scheduled event such as an earnings report or a [PDUFA date](https://www.quantisnow.com/guides/pdufa-dates-explained), implied volatility for options expiring just after the event usually rises, because the market expects a larger-than-normal move. Once the news is out, the uncertainty is resolved and IV typically drops sharply, often the next morning. This is called **IV crush**. The practical effect: an option buyer can be right about the direction of the move and still lose money if the move is smaller than the options were pricing, because the drop in IV reduces the option's extrinsic value. The [earnings season calendar guide](https://www.quantisnow.com/guides/earnings-season-calendar) explains when these events happen. ### Estimating the expected move A common shortcut for the move the market is pricing for an event: add the prices of the ATM call and ATM put (the straddle) for the first expiration after the event. If a $50 stock's ATM straddle costs $4.00, the options market is implying a move of roughly 8% in either direction by that expiration. ## The greeks in one line each | Greek | Measures | Example | |---|---|---| | Delta | Change in option price for a $1 move in the stock | A 0.50 delta call gains about $0.50 if the stock rises $1 | | Gamma | Change in delta for a $1 move in the stock | Highest for ATM options near expiration | | Theta | Time decay per day | A theta of -0.05 loses about $0.05 a day, all else equal | | Vega | Change in option price for a 1 point change in IV | A vega of 0.10 gains about $0.10 if IV rises 1 point | | Rho | Sensitivity to interest rates | Usually minor for short-dated equity options | Delta is also commonly used as a rough estimate of the probability that an option expires in the money, though it is not a precise probability. ## Worked example: Acme Corp (ticker ACME) into earnings Hypothetical Acme Corp trades at $50 and reports earnings after the close on Thursday. The options expiring the next day (Friday) show: | Metric | Before earnings (Thursday close) | After earnings (Friday open) | |---|---|---| | Stock price | $50.00 | $52.00 | | $50 call price | $2.20 | $2.10 | | $50 put price | $2.00 | $0.05 | | Straddle price | $4.20 (implied move about 8.4%) | n/a | | ATM implied volatility | 120% | 35% | The stock rose 4%, less than the roughly 8.4% implied move. The $50 call is now $2.00 in the money, but it lost value overall because its extrinsic value collapsed with IV. The put lost nearly all its value. Someone who sold the straddle at $4.20 would be ahead, because the actual move was smaller than implied. This illustrates the mechanics of IV crush, not a strategy recommendation. ## How to use options data on Quantisnow - Options chains with IV and greeks are available per company at the pattern /options/AAPL. - Combine the [earnings calendar](https://www.quantisnow.com/earnings) with a chain to see how IV builds before a report date. - The [FDA news feed](https://www.quantisnow.com/news/fda) and [analyst ratings feed](https://www.quantisnow.com/news/analyst-ratings) show the catalysts that often coincide with unusual options activity. - Company pages at the pattern /company/AAPL tie the chain back to the latest news and filings. ## FAQ ### How many shares does one options contract control? A standard US equity option contract covers 100 shares of the underlying stock. An option quoted at $1.50 therefore costs $150 per contract, plus any commissions and fees. ### What is the difference between volume and open interest? Volume is the number of contracts traded during the current day and resets daily. Open interest is the number of contracts still outstanding as of the end of the prior trading day, updated once per day by the Options Clearing Corporation. ### What is IV crush? IV crush is the sharp drop in implied volatility that typically follows a scheduled event such as an earnings report. Because the uncertainty is resolved, option prices lose extrinsic value, which can cause losses for option buyers even when the stock moves in their direction. ### How do you calculate the expected move from an options chain? A common approximation adds the prices of the at-the-money call and put for the first expiration after the event. The straddle price divided by the stock price gives the implied percentage move in either direction. ### When do monthly stock options expire? Standard monthly US equity options expire on the third Friday of the expiration month. If that Friday is an exchange holiday, expiration generally moves to the preceding business day. --- # Sectors and industries: how stocks are classified with GICS, SIC and NAICS > Sectors are broad groups of companies and industries are narrower groups within them. Learn how GICS, SEC SIC codes and NAICS classify stocks and why it matters. Source: https://www.quantisnow.com/guides/sectors-and-industries Section: Guides / Market structure Last updated: 2026-10-25 ## Key takeaways - The Global Industry Classification Standard (GICS) groups companies into 11 sectors, 25 industry groups, 74 industries and 163 sub-industries, and is the system behind most index and fund sector labels. - The SEC assigns every EDGAR filer a four-digit Standard Industrial Classification (SIC) code, which is why a company's sector on a filing can differ from its sector in an index. - Sectors are often grouped as cyclical (such as Consumer Discretionary, Industrials and Materials) or defensive (such as Consumer Staples, Utilities and Health Care) based on how sensitive their earnings are to the economy. - Classification systems are revised over time; in 2023 GICS moved transaction and payment processing companies from Information Technology to Financials. - Comparing a company with peers in the same industry, not just the same sector, gives more meaningful valuation and growth comparisons. A sector is a broad group of companies that share a primary line of business, such as Health Care or Energy, and an industry is a narrower group within a sector, such as Biotechnology or Oil and Gas Exploration and Production. Most investors encounter sectors through the Global Industry Classification Standard (GICS), which divides the market into 11 sectors, while the SEC tags each filer with a Standard Industrial Classification (SIC) code. Knowing how a company is classified helps you pick the right peers, read sector news, and understand why groups of stocks move together. ## What are the 11 GICS sectors? GICS was developed by MSCI and S&P Dow Jones Indices and is used by many index providers, fund managers and data vendors. It has four levels: 11 sectors, 25 industry groups, 74 industries and 163 sub-industries. Each company is assigned to one sub-industry based mainly on its principal source of revenue. | GICS sector | Example industries | Typical characteristics | |---|---|---| | Energy | Oil, gas and consumable fuels; energy equipment and services | Earnings tied to commodity prices | | Materials | Chemicals, metals and mining, construction materials, packaging | Cyclical, commodity-linked | | Industrials | Aerospace and defense, machinery, airlines, building products | Cyclical, tied to capital spending | | Consumer Discretionary | Automobiles, retail, hotels and restaurants, household durables | Sensitive to consumer confidence and spending | | Consumer Staples | Food, beverages, household products, food retail | Defensive, steady demand | | Health Care | Pharmaceuticals, biotechnology, medical devices, health care providers | Mix of defensive large caps and volatile small biotechs | | Financials | Banks, insurance, capital markets, financial services | Sensitive to interest rates and credit | | Information Technology | Software, semiconductors, technology hardware | Growth-oriented, rate sensitive valuations | | Communication Services | Telecom, media, entertainment, interactive media | Mix of utility-like telecoms and growth media | | Utilities | Electric, gas and water utilities, independent power producers | Defensive, regulated, rate sensitive | | Real Estate | Equity REITs, real estate management and development | Income-oriented, rate sensitive | GICS is revised periodically. Real Estate became a separate sector in 2016, Communication Services replaced Telecommunication Services in 2018, and changes effective in 2023 moved transaction and payment processing services from Information Technology to Financials, among other updates. When a big company is reclassified, sector index weights and sector fund holdings shift with it. ## Sector vs industry vs sub-industry The levels nest inside each other. Using GICS as the example: | Level | Count | Example path | |---|---|---| | Sector | 11 | Health Care | | Industry group | 25 | Pharmaceuticals, Biotechnology and Life Sciences | | Industry | 74 | Biotechnology | | Sub-industry | 163 | Biotechnology | For peer comparison, the industry or sub-industry level is usually the useful one. A large pharmaceutical company and a clinical-stage biotech are both in Health Care, but their revenue, risk and valuation have little in common. A clinical-stage biotech's key events are trial readouts and FDA decisions, covered in the [FDA approval process guide](https://www.quantisnow.com/guides/fda-approval-process). ## SIC codes: the SEC's classification The SEC assigns each company in EDGAR a four-digit **Standard Industrial Classification (SIC) code**, shown on the company's EDGAR page and in the header of its filings. SIC dates from the 1930s and was replaced for US government statistics by NAICS in 1997, but the SEC still uses SIC codes to route filings to review offices in its Division of Corporation Finance. Examples of SIC codes: | SIC code | Description | |---|---| | 2834 | Pharmaceutical preparations | | 2836 | Biological products, except diagnostic substances | | 3674 | Semiconductors and related devices | | 6022 | State commercial banks | | 7372 | Prepackaged software | Because SIC codes are older and are not updated as often as company businesses change, a company's SIC code can look outdated. That is one reason the industry shown on an SEC filing can differ from the one shown by an index provider or data site. Browsing EDGAR by SIC code is a quick way to find companies in a niche; see [how to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) for more on EDGAR. ## NAICS and other systems - **NAICS (North American Industry Classification System):** a six-digit code system used by US, Canadian and Mexican statistical agencies for economic data. It classifies business establishments, not stocks, and is common in government data and contracting. - **ICB (Industry Classification Benchmark):** a system maintained by FTSE Russell, used by several global index families. Its top level has 11 industries. - **Proprietary systems:** many data providers and brokers build their own sector taxonomies, which is why the same stock can appear in different sectors on different sites. ## Cyclical vs defensive sectors Sectors respond differently to the economic cycle, interest rates and inflation. These are general tendencies, not rules: | Group | Sectors usually included | Why | |---|---|---| | Cyclical | Consumer Discretionary, Industrials, Materials, Energy, Financials | Demand and earnings rise and fall with economic growth | | Defensive | Consumer Staples, Utilities, Health Care | Demand for essentials is relatively steady | | Rate sensitive | Utilities, Real Estate, long-duration growth stocks | Higher rates raise financing costs and lower the value of distant cash flows | | Commodity linked | Energy, Materials | Earnings follow commodity prices | **Sector rotation** is the shift of investor money between sectors as views on growth, inflation and rates change. Earnings season often drives rotation, as results from early reporters set expectations for peers; see the [earnings season calendar guide](https://www.quantisnow.com/guides/earnings-season-calendar). ## Why classification matters for news - **Read-through moves.** News from one company often moves peers in the same industry. A strong report from a large semiconductor company can lift other chip stocks; an FDA safety action on one drug can hit others with the same mechanism. - **Index and fund flows.** Sector funds and sector-weighted indexes buy and sell based on classification, so a reclassification can trigger flows unrelated to fundamentals. - **Valuation context.** A price-to-earnings ratio of 30 might be low for a high-growth software company and high for a utility. Comparisons only make sense within an industry. - **Regulatory exposure.** Some industries face specific regulators: banks (bank regulators), drug makers (FDA), utilities (state public utility commissions), which shapes what kind of news moves them. ## Worked example: Acme Corp (ticker ACME) Hypothetical Acme Corp makes industrial sensors. Half of its revenue comes from factory automation hardware and half from monitoring software sold by subscription. | Source | How Acme might be classified | |---|---| | GICS | Industrials sector, Electrical Equipment industry, if hardware is judged the principal revenue source | | SEC SIC code | 3829, measuring and controlling devices, assigned when Acme first registered | | A data vendor's proprietary system | Technology, based on its software growth | If Acme's software revenue grows to 70% of the total, GICS may eventually reclassify it into Information Technology. That would move Acme into a different sector index, change which sector funds hold it, and change the peer group analysts use to value it. Its SIC code on EDGAR might not change at all. When comparing Acme with peers, using companies with a similar revenue mix gives a more meaningful comparison than using every company in either sector. ## How to explore sectors and industries on Quantisnow - Browse companies by sector on the [sectors page](https://www.quantisnow.com/sectors) and by narrower group on the [industry page](https://www.quantisnow.com/industry). - Use [compare](https://www.quantisnow.com/compare) to put peers side by side, and the [companies directory](https://www.quantisnow.com/companies) to find tickers. - [Trending stocks](https://www.quantisnow.com/top/trending) and [market cap rankings](https://www.quantisnow.com/top/market-cap) show which names in a sector are drawing attention. - Each company page, at the pattern /company/AAPL, shows its classification next to its news and filings. ## FAQ ### How many stock market sectors are there? Under the Global Industry Classification Standard (GICS), there are 11 sectors: Energy, Materials, Industrials, Consumer Discretionary, Consumer Staples, Health Care, Financials, Information Technology, Communication Services, Utilities and Real Estate. ### What is the difference between a sector and an industry? A sector is a broad grouping of companies with related businesses, such as Health Care. An industry is a narrower group within a sector, such as Biotechnology or Medical Devices, and is usually the better level for comparing peers. ### What is a SIC code? A SIC code is a four-digit Standard Industrial Classification code the SEC assigns to each company in EDGAR. The SEC uses it to route filings for review, and it can differ from the sector an index provider assigns. ### Why is the same stock in different sectors on different websites? Index providers, the SEC and data vendors use different classification systems (GICS, SIC, ICB or proprietary taxonomies) and update them on different schedules. Companies with several business lines are the most likely to be classified inconsistently. ### What are defensive sectors? Defensive sectors are those whose earnings tend to hold up during economic slowdowns because demand is steady, typically Consumer Staples, Utilities and Health Care. The label describes a historical tendency, not a guarantee. --- # 0DTE options > Options traded on the same day they expire, most commonly on the S&P 500 index (SPX) and major index ETFs such as SPY and QQQ. Source: https://www.quantisnow.com/glossary/zero-dte Topic: Glossary / Options Also known as: zero days to expiration, zero-day options, 0DTE, same-day expiration options Last updated: 2026-10-27 0DTE options ("zero days to expiration") are options contracts traded on the same day they expire. Because the most active index products now have an expiration every trading day, there is always a contract expiring today for those underlyings. ## How it works Cboe lists S&P 500 index (SPX) options with expirations on every weekday, a schedule completed in 2022, and daily expirations also exist for major ETFs such as SPY and QQQ. Single stocks generally have weekly expirations at most, so 0DTE trading in individual names is limited to their expiration days. Key mechanics: - **SPX options** are European style and cash-settled: no shares change hands and they cannot be exercised early. - **SPY and QQQ options** are American style and settle into shares, so assignment risk applies. - **Greeks are extreme.** With hours left, [gamma](https://www.quantisnow.com/glossary/gamma) near the money is very high and [theta](https://www.quantisnow.com/glossary/theta) erodes time value by the minute. ## Why it matters for traders 0DTE options let traders make or hedge very short-term bets with small upfront cost, and they have become a large share of SPX options volume. They are popular around scheduled intraday events such as CPI releases, Fed decisions and major earnings that move the index. The same features make them unforgiving. A position can go from worthless to many times its cost, or the reverse, in minutes. There is also an ongoing debate about whether dealer hedging of heavy 0DTE flows can amplify or dampen intraday index moves. ## Example Suppose SPX trades at 6,000 at 10:00 a.m. on a Wednesday. A trader buys one 6,020 call expiring that day for $4.00. SPX options use a $100 multiplier, so the cost is $400. - If SPX settles at 6,035 at the close, the call is worth $15.00, or $1,500 in cash. Profit: $1,100. - If SPX settles at or below 6,020, the call expires worthless. Loss: $400. - If SPX sits at 6,010 by 2:00 p.m., time decay alone may have cut the call to well under $1.00. ## FAQ ### Are 0DTE options riskier than regular options? For buyers the maximum loss is still the premium, but the odds of losing all of it are high. For sellers, high gamma means losses can mount very quickly. ### Can you trade 0DTE options on individual stocks? Only on days when that stock has an expiration, usually Fridays for names with weekly options. Daily expirations are mainly offered on major indexes and index ETFs. ## Related terms - [Expiration date](https://www.quantisnow.com/glossary/expiration-date.md): The last day an options contract can be traded or exercised, after which it either settles or expires worthless. - [Gamma](https://www.quantisnow.com/glossary/gamma.md): The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Options volume](https://www.quantisnow.com/glossary/options-volume.md): The number of options contracts traded during a session, for a single strike, an expiration or all of a stock's options combined. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # 510(k) clearance > FDA clearance to market a medical device shown to be substantially equivalent to a legally marketed device already on the market. Source: https://www.quantisnow.com/glossary/510k-clearance Topic: Glossary / Biotech and FDA Also known as: 510(k), 510k, premarket notification, FDA clearance Last updated: 2026-10-27 510(k) clearance is the FDA's authorization to market a medical device after the manufacturer demonstrates that it is substantially equivalent to a legally marketed device, called a predicate. The name refers to Section 510(k) of the Federal Food, Drug, and Cosmetic Act, and the submission is formally a premarket notification. ## How it works Most moderate-risk (Class II) devices and some low-risk (Class I) devices reach the market this way. The manufacturer submits a 510(k) at least 90 days before it plans to market the device, showing that it has the same intended use as the predicate and either the same technological characteristics or different ones that do not raise new questions of safety and effectiveness. Evidence is often bench testing and performance data; clinical data are needed in some cases. The FDA's review goal under the medical device user fee program is 90 FDA days, with the clock pausing while the agency waits for answers to its questions. The outcome is a "substantially equivalent" decision (cleared) or "not substantially equivalent". Devices are "cleared", not "approved". Novel low- to moderate-risk devices with no predicate can use the De Novo pathway, and high-risk Class III devices generally require [premarket approval (PMA)](https://www.quantisnow.com/glossary/pma). ## Why it matters for traders 510(k) clearances are frequent and usually incremental, so they move large medtech stocks little. For small-cap device companies, a first clearance can mark the start of commercial sales and spark a sharp move. Watch for wording: some small companies describe a 510(k) clearance as "FDA approval", which overstates it. ## Example A hypothetical device maker, Clearwater Devices (CLWD), submits a 510(k) for a wearable heart monitor, citing an existing cleared monitor as its predicate. After one round of FDA questions, it receives clearance about five months after submission and announces a US launch the following quarter. ## FAQ ### What is the difference between FDA clearance and FDA approval? Clearance (510(k)) means the device is substantially equivalent to an existing one. Approval (PMA) requires independent proof of safety and effectiveness, usually including clinical trials. ### How long does 510(k) clearance take? The FDA's review goal is 90 FDA days, but total time is often longer because the clock pauses while the company answers questions. ## Related terms - [Premarket approval (PMA)](https://www.quantisnow.com/glossary/pma.md): The FDA's most rigorous review pathway for high-risk Class III medical devices, requiring scientific evidence of safety and effectiveness. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) --- # 8-K Item 1.01: Entry into a Material Definitive Agreement > The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. Source: https://www.quantisnow.com/glossary/8-k-item-1-01 Topic: Glossary / SEC filings Also known as: 8-K Item 1.01, Item 1.01, material definitive agreement Last updated: 2026-10-27 8-K Item 1.01 is the disclosure a public company makes when it enters into a material definitive agreement that is not made in the ordinary course of business, or materially amends one. It must be filed within four business days of signing. ## How it works "Material definitive agreement" covers contracts that create obligations material to the company and enforceable against it. Typical examples include [merger agreements](https://www.quantisnow.com/glossary/merger-agreement), credit facilities and indentures, large licensing or collaboration deals, supply contracts with a major customer, and securities purchase agreements for private placements. Non-binding documents like a [letter of intent](https://www.quantisnow.com/glossary/letter-of-intent) generally do not trigger the item. The filing must state the date of the agreement, the parties, any material relationship between them, and a brief description of the material terms. The agreement itself is often attached as an exhibit, either with the 8-K or with the next periodic report. Companies may redact certain confidential terms. ## Why it matters for traders Item 1.01 is one of the most market-moving 8-K items because it is where deals become official. A merger agreement reveals price per share, the termination fee and closing conditions. A licensing deal shows the upfront payment and milestones. A financing agreement can reveal dilution, such as warrants attached to a private placement, or restrictive covenants. Headlines tend to round off the terms; the exhibit has the details, including clauses that can change how the deal is valued. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), signs a licensing deal with a large pharma partner: $75 million upfront and up to $600 million in milestone payments. NWTX files an 8-K under Item 1.01 two days later. With 50 million shares outstanding, the upfront payment alone equals $1.50 per share in new cash. ## FAQ ### Does every contract need an Item 1.01 filing? No. Only agreements that are material and outside the ordinary course of business. Routine customer orders usually do not qualify. ### Is the full agreement always attached? Not always at the same time. Companies can file it with the next 10-Q or 10-K, and may redact confidential terms. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 1.02: Termination of a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-02.md): The 8-K item a company uses to disclose that a material agreement was terminated, other than by expiring on its stated terms. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [8-K Item 2.03: Creation of a Direct Financial Obligation](https://www.quantisnow.com/glossary/8-k-item-2-03.md): The 8-K item a company files when it takes on a material direct financial obligation, such as a loan or bond, or an off-balance sheet obligation. - [8-K Item 2.01: Completion of Acquisition or Disposition of Assets](https://www.quantisnow.com/glossary/8-k-item-2-01.md): The 8-K item a company files when it closes the purchase or sale of a significant amount of assets, including a business. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) --- # 8-K Item 1.02: Termination of a Material Definitive Agreement > The 8-K item a company uses to disclose that a material agreement was terminated, other than by expiring on its stated terms. Source: https://www.quantisnow.com/glossary/8-k-item-1-02 Topic: Glossary / SEC filings Also known as: 8-K Item 1.02, Item 1.02 Last updated: 2026-10-27 8-K Item 1.02 is the disclosure a public company makes when a material definitive agreement it is party to is terminated, and the termination is material to the company. It does not apply when a contract simply expires on its stated date or after all parties complete their obligations. ## How it works The 8-K is due within four business days of the termination. It must describe the agreement, the date and circumstances of the termination, any material relationship between the parties, and any material early termination penalties the company incurs. A company is not required to file while it is still negotiating or disputing the termination; the trigger is an actual termination. Common triggers include a cancelled merger, a partner walking away from a collaboration, a lender terminating a credit facility, or a major customer ending a supply contract. ## Why it matters for traders A terminated deal can wipe out the premium priced into a stock. In a cancelled merger, the target often falls back toward its pre-deal price, and the [deal spread](https://www.quantisnow.com/glossary/deal-spread) collapses. The filing also states who pays the [termination fee](https://www.quantisnow.com/glossary/termination-fee), which can be a meaningful cash inflow for one side. In biotech, a partner returning rights to a drug is often read as a negative signal about the program, even when the company frames it as regaining control. ## Example A hypothetical software company, Lumen Data (LMND), had agreed to be acquired for $30 per share. The buyer terminates after failing to get regulatory approval and pays LMND a $90 million reverse termination fee. LMND files an 8-K under Item 1.02. The stock, which had traded at $29, drops toward its pre-deal price of $21, partly cushioned by the fee, which works out to $1.80 per share across 50 million shares. ## FAQ ### Does a contract expiring trigger Item 1.02? No. Expiration on the agreement's stated terms, or completion of all obligations, does not require a filing. ### Is Item 1.02 always bad news? Not always. Terminating an expensive credit facility after refinancing, for example, can be neutral or positive. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Termination fee (break-up fee)](https://www.quantisnow.com/glossary/termination-fee.md): A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. - [Deal spread](https://www.quantisnow.com/glossary/deal-spread.md): The gap between an acquisition target's market price and the value of the offer, reflecting the market's view of closing risk and time. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) --- # 8-K Item 1.03: Bankruptcy or Receivership > The 8-K item a company files to disclose a bankruptcy filing, receivership, or similar proceeding involving the company or its parent. Source: https://www.quantisnow.com/glossary/8-k-item-1-03 Topic: Glossary / SEC filings Also known as: 8-K Item 1.03, Item 1.03 Last updated: 2026-10-27 8-K Item 1.03 is the disclosure a public company must make when a receiver, fiscal agent or similar officer is appointed for it or its parent, including under federal bankruptcy law such as [Chapter 11](https://www.quantisnow.com/glossary/chapter-11) or [Chapter 7](https://www.quantisnow.com/glossary/chapter-7). It is due within four business days of the event. ## How it works The filing names the proceeding, the court, the date jurisdiction was assumed, and the identity of any receiver or trustee. If a reorganization or liquidation plan is later confirmed by the court, the company must file again with a summary of the plan, the number of shares outstanding, and the assets and liabilities as of the latest practicable date. Most companies also issue a press release the same day and often file related items, such as Item 2.04 for debt acceleration triggered by the filing or Item 3.01 for a resulting exchange delisting notice. ## Why it matters for traders In most Chapter 11 cases, existing common stock is canceled or heavily diluted, because creditors rank ahead of shareholders. The stock frequently drops sharply on the news, may be halted, and is often delisted, moving to [OTC markets](https://www.quantisnow.com/glossary/otc-markets) where a "Q" was historically appended to tickers. Speculative rallies in bankrupt stocks do happen, but the plan of reorganization ultimately decides whether equity holders receive anything. Read the first-day filings and any restructuring support agreement: they usually show whether creditors expect to take ownership. Warning signs before an Item 1.03 often include a [going concern](https://www.quantisnow.com/glossary/going-concern) warning, a missed interest payment, a forbearance agreement with lenders, or hiring of restructuring advisers. ## Example A hypothetical retailer, Harbor Goods (HRBG), files for Chapter 11 on a Sunday and submits an 8-K under Item 1.03 on Monday. Its restructuring support agreement converts $800 million of debt into 100% of the new equity, meaning existing shareholders are expected to be wiped out. HRBG falls from $1.20 to $0.25 at the open. ## FAQ ### Do shareholders get anything in Chapter 11? Often not. Under the absolute priority rule, creditors are paid first, and common equity usually recovers little or nothing. ### Does bankruptcy mean the stock stops trading? Not immediately. The exchange typically begins delisting, and shares often continue trading over the counter. ## Related terms - [Chapter 11 bankruptcy](https://www.quantisnow.com/glossary/chapter-11.md): A US bankruptcy process that lets a company keep operating while it restructures its debts under court supervision through a plan of reorganization. - [Chapter 7 bankruptcy](https://www.quantisnow.com/glossary/chapter-7.md): A US bankruptcy process in which a company stops operating and a court-appointed trustee sells its assets to repay creditors in priority order. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 1.05: Material Cybersecurity Incidents > The 8-K item a company files within four business days of determining that a cybersecurity incident is material. Source: https://www.quantisnow.com/glossary/8-k-item-1-05 Topic: Glossary / SEC filings Also known as: 8-K Item 1.05, Item 1.05, cybersecurity 8-K Last updated: 2026-10-27 8-K Item 1.05 is the disclosure a public company must make when it determines that a cybersecurity incident is material. The SEC adopted it in 2023, and most companies became subject to it on December 18, 2023, with smaller reporting companies following in June 2024. ## How it works The clock starts when the company determines the incident is material, not when the breach began. That determination must be made without unreasonable delay after discovery, and the 8-K is then due within four business days. The filing must describe the nature, scope and timing of the incident and its material impact or reasonably likely material impact, including on financial condition and operations. Technical details that would help attackers are not required. If information is not yet available, the company says so and files an 8-K/A once it is. Disclosure can be delayed only if the US Attorney General determines that immediate disclosure poses a substantial risk to national security or public safety. In May 2024, SEC staff said Item 1.05 should be reserved for incidents the company has determined are material. Companies that want to disclose an incident before reaching that conclusion, or that decide it is not material, generally use [Item 8.01](https://www.quantisnow.com/glossary/8-k-item-8-01) instead. Annual cybersecurity risk management and governance disclosures go in Item 1C of the [Form 10-K](https://www.quantisnow.com/glossary/form-10-k). ## Why it matters for traders An Item 1.05 filing is the company formally saying the incident matters. Watch for operational impact (systems offline, production halted, orders delayed), which tends to hit revenue for the quarter, and for language about ransom, data exfiltration or customer notifications, which can drive legal and remediation costs. Follow-up 8-K/A filings sometimes put a dollar figure on the damage. ## Example A hypothetical manufacturer, Kestrel Industrial (KSTL), detects ransomware on Monday and shuts down two plants. On Wednesday its board concludes the incident is material, and it files an 8-K under Item 1.05 the next Monday, saying it expects lost output of about two weeks. Analysts trim quarterly revenue estimates by roughly 15%, since two of the quarter's 13 weeks are affected. ## FAQ ### Does every data breach require an Item 1.05 filing? No. Only incidents the company determines are material. Others may be disclosed voluntarily under Item 8.01 or not at all. ### When does the four-day deadline start? From the date the company determines the incident is material, not the date it was discovered. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 8.01: Other Events](https://www.quantisnow.com/glossary/8-k-item-8-01.md): The catch-all 8-K item companies use to voluntarily report events they consider important to shareholders that no other item requires. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 2.01: Completion of Acquisition or Disposition of Assets > The 8-K item a company files when it closes the purchase or sale of a significant amount of assets, including a business. Source: https://www.quantisnow.com/glossary/8-k-item-2-01 Topic: Glossary / SEC filings Also known as: 8-K Item 2.01, Item 2.01 Last updated: 2026-10-27 8-K Item 2.01 is the disclosure a public company makes when it, or a majority-owned subsidiary, completes the acquisition or disposition of a significant amount of assets other than in the ordinary course of business. It is filed within four business days of closing. ## How it works "Significant" is generally measured against the company's own size: an acquisition or sale is typically significant if the assets, or the business acquired, exceed 10% of the company's total assets, using the SEC's significance tests. The filing states the closing date, what was bought or sold, from or to whom, the consideration paid and how it was funded. For a significant acquired business, the company must also provide audited financial statements of the target and pro forma financial information under Item 9.01. These can be filed by amendment within 71 calendar days after the initial 8-K was due, which is why many acquirers file an 8-K/A roughly two to three months after closing. Item 2.01 usually comes at the end of a sequence: [Item 1.01](https://www.quantisnow.com/glossary/8-k-item-1-01) when the [merger agreement](https://www.quantisnow.com/glossary/merger-agreement) is signed, then Item 2.01 when the deal closes. ## Why it matters for traders Closing ends the [deal spread](https://www.quantisnow.com/glossary/deal-spread) trade. For a target, Item 2.01 often comes alongside delisting, as shares convert into cash or acquirer stock. For the acquirer, the later 8-K/A with pro forma numbers is the first clean look at how the combined company's revenue and earnings stack up, and it can shift estimates. Divestitures under Item 2.01 matter too: proceeds may fund buybacks or debt paydown. ## Example A hypothetical industrial company, Kestrel Industrial (KSTL), with $5 billion in total assets, closes its $750 million purchase of a sensor maker. Because the deal exceeds 10% of total assets, KSTL files an 8-K under Item 2.01 within four business days and files the target's audited financials by 8-K/A about ten weeks later. ## FAQ ### What is the difference between Item 1.01 and Item 2.01? Item 1.01 covers signing a deal; Item 2.01 covers closing it. ### Why is there a later 8-K/A after an acquisition? The rules allow the target's financial statements and pro forma information to be filed up to 71 days after the original 8-K deadline. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Spin-off](https://www.quantisnow.com/glossary/spin-off.md): A corporate action in which a company separates a business unit into a new, independently traded company and distributes its shares to existing holders. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # 8-K Item 2.02: Results of Operations and Financial Condition > The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. Source: https://www.quantisnow.com/glossary/8-k-item-2-02 Topic: Glossary / SEC filings Also known as: 8-K Item 2.02, Item 2.02, earnings 8-K Last updated: 2026-10-27 8-K Item 2.02 is the disclosure a public company makes when it publicly announces material nonpublic information about its results of operations or financial condition for a completed quarter or year. In practice it is the "earnings 8-K" that carries the quarterly earnings press release. ## How it works The 8-K is due within four business days of the announcement, but most companies furnish it at the same moment the press release crosses the wire, often minutes before or after the market close. The release is attached as Exhibit 99.1, and an investor presentation may be attached as well. Item 2.02 is "furnished," not "filed," so it is not subject to Section 18 liability unless the company incorporates it into another filing. Any [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) measures must comply with Regulation G, including a reconciliation to the most comparable GAAP figure. The same item is also used for preliminary results, such as when a company [preannounces](https://www.quantisnow.com/glossary/preannouncement) revenue ahead of a conference. The full financial statements arrive later in the [10-Q](https://www.quantisnow.com/glossary/form-10-q) or [10-K](https://www.quantisnow.com/glossary/form-10-k). The earnings release is a summary and is unaudited. ## Why it matters for traders This is the filing behind most [earnings surprises](https://www.quantisnow.com/glossary/earnings-surprise). Traders compare reported [EPS](https://www.quantisnow.com/glossary/earnings-per-share) and revenue with the consensus estimate, then look at guidance, margins and segment trends. Algorithms parse the exhibit within seconds, so the first move often happens before the conference call starts. Check the reconciliation tables: a "beat" on adjusted EPS can look different once stock compensation or one-time charges are added back. ## Example A hypothetical retailer, Harbor Goods (HRBG), furnishes an 8-K under Item 2.02 at 4:05 p.m. ET. Adjusted EPS is $1.10 against a $1.00 consensus, a 10% beat, but full-year revenue guidance is cut from $8.0 billion to $7.6 billion. The stock falls 6% after hours despite the beat. ## FAQ ### Why is the earnings 8-K "furnished" rather than "filed"? The SEC treats Items 2.02 and 7.01 as furnished, which limits certain liability unless the company incorporates them by reference elsewhere. ### Is the earnings release audited? No. Audited annual figures appear in the 10-K; quarterly 10-Q figures are reviewed, not audited. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) - [Earnings calendar](https://www.quantisnow.com/earnings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # 8-K Item 2.03: Creation of a Direct Financial Obligation > The 8-K item a company files when it takes on a material direct financial obligation, such as a loan or bond, or an off-balance sheet obligation. Source: https://www.quantisnow.com/glossary/8-k-item-2-03 Topic: Glossary / SEC filings Also known as: 8-K Item 2.03, Item 2.03 Last updated: 2026-10-27 8-K Item 2.03 is the disclosure a public company makes when it becomes obligated under a material direct financial obligation, or under an off-balance sheet arrangement that is material to it. It is due within four business days. ## How it works Direct financial obligations include term loans, drawdowns under a new credit facility, bond and note issuances, [convertible notes](https://www.quantisnow.com/glossary/convertible-notes), capital leases and similar debt. The filing describes the date, the amount, the material terms (interest rate, maturity, covenants, security), and any events that could accelerate repayment. For drawdowns under an existing facility, a filing is needed only if the amount is material. Item 2.03 is frequently paired with [Item 1.01](https://www.quantisnow.com/glossary/8-k-item-1-01), since a new credit agreement is both a material definitive agreement and a new obligation. Its companion, Item 2.04, covers triggering events that accelerate or increase an existing obligation, such as a default. ## Why it matters for traders Debt terms reveal how lenders view the company. A low rate and light covenants signal confidence; a high coupon, heavy collateral, or warrants attached to the loan suggest the company had few options. For small caps, watch convertible notes with conversion prices below the market or that reset lower, since they can create meaningful [dilution](https://www.quantisnow.com/glossary/dilution). A large drawdown of a revolving credit line, as many companies did in March 2020, can be read as a liquidity precaution. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), with 50 million shares outstanding at $8, issues $60 million of convertible notes at 6% with a $10 conversion price. NWTX files an 8-K under Items 1.01 and 2.03. If fully converted, the notes would add 6 million shares, 12% more than the current count. ## FAQ ### Does every loan require an Item 2.03 filing? Only obligations material to the company. Small borrowings in the ordinary course usually do not require an 8-K. ### What is the difference between Item 2.03 and Item 2.04? Item 2.03 covers taking on a new obligation. Item 2.04 covers events that accelerate or increase an existing one, such as a default. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [Convertible notes](https://www.quantisnow.com/glossary/convertible-notes.md): Debt securities that pay interest and can be converted into a set number of the issuer's shares, usually at a premium to the share price at issue. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) --- # 8-K Item 2.05: Costs Associated with Exit or Disposal Activities > The 8-K item a company files when it commits to a restructuring, such as layoffs or closures, that will cause material charges under GAAP. Source: https://www.quantisnow.com/glossary/8-k-item-2-05 Topic: Glossary / SEC filings Also known as: 8-K Item 2.05, Item 2.05, restructuring 8-K Last updated: 2026-10-27 8-K Item 2.05 is the disclosure a public company makes when its board, or an authorized officer, commits to an exit or disposal plan, such as layoffs, facility closures or exiting a business line, under which material charges will be incurred under GAAP. The 8-K is due within four business days of that commitment. ## How it works The filing describes the plan, the expected completion date, and estimates of the total costs by major category (for example severance, contract termination and asset write-downs). It must also estimate the portion of charges that will result in future cash outlays. If the company cannot yet make a good-faith estimate, it may say so and file an amendment within four business days of reaching one. Some restructurings also involve impairments, which can trigger [Item 2.06](https://www.quantisnow.com/glossary/8-k-item-2-06) in the same filing. ## Why it matters for traders Restructurings move stocks in both directions. Markets often reward cost cuts that lift future margins, especially when accompanied by updated [guidance](https://www.quantisnow.com/glossary/guidance). They punish restructurings that look like a response to collapsing demand. The cash component matters most: a $200 million charge that is mostly non-cash write-downs is very different from $200 million of severance paid out over two quarters. Expect companies to exclude these charges from adjusted, [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) earnings; track how often "one-time" charges recur. ## Example A hypothetical software company, Lumen Data (LMND), announces it will cut 12% of its 2,500 employees, or 300 people. Its 8-K under Item 2.05 estimates total charges of $45 million, of which $30 million is cash severance paid over the next two quarters and $15 million is non-cash lease impairments. Management says the plan saves $60 million a year, so the cash cost pays back in about six months. ## FAQ ### When does the four-day clock start for Item 2.05? When the board or an authorized officer commits to the plan, not when employees are notified or charges are booked. ### Are restructuring charges included in adjusted EPS? Usually not. Most companies exclude them from non-GAAP figures, but they reduce GAAP earnings. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 2.06: Material Impairments](https://www.quantisnow.com/glossary/8-k-item-2-06.md): The 8-K item a company files when it concludes that a material impairment charge to its assets, such as goodwill, is required under GAAP. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 2.06: Material Impairments > The 8-K item a company files when it concludes that a material impairment charge to its assets, such as goodwill, is required under GAAP. Source: https://www.quantisnow.com/glossary/8-k-item-2-06 Topic: Glossary / SEC filings Also known as: 8-K Item 2.06, Item 2.06, impairment 8-K Last updated: 2026-10-27 8-K Item 2.06 is the disclosure a public company makes when its board, a board committee or an authorized officer concludes that a material charge for impairment of assets is required under generally accepted accounting principles. Impairments commonly hit goodwill from past acquisitions, intangible assets, and long-lived assets like plants or store fleets. ## How it works The filing is due within four business days of the conclusion. It describes the impaired assets, the facts and circumstances that led to the conclusion, and the estimated amount or range of the charge, including any portion expected to result in future cash spending. If the conclusion is reached in connection with preparing a [10-Q](https://www.quantisnow.com/glossary/form-10-q) or 10-K and the impairment is disclosed in that report filed on time, no separate 8-K is required. That is why many impairments show up first in an earnings release rather than a standalone 2.06 filing. ## Why it matters for traders An impairment is a non-cash charge: no money leaves the company when it is recorded. What it does reveal is that management now expects less from an asset than it paid. A large goodwill write-down is effectively an admission that an acquisition was overpriced or that a business has deteriorated. It reduces GAAP [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share) and book value, and it can matter for debt covenants tied to net worth or leverage. Adjusted, [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) earnings almost always exclude it. A standalone Item 2.06 filing between earnings reports is the more informative case, since it signals a new development rather than a routine quarter-end review. ## Example A hypothetical media company, Orchard Media (ORMD), acquired a streaming business three years ago, recording $1.2 billion of goodwill. After subscriber losses, its board concludes in mid-quarter that $500 million of that goodwill is impaired and files an 8-K under Item 2.06. With 250 million shares outstanding, the charge reduces GAAP EPS by $2.00 for the quarter, before any tax effect, while cash flow is unaffected. ## FAQ ### Does an impairment charge cost the company cash? No. It is an accounting write-down. The cash was spent when the asset was originally bought. ### Why do some impairments not get a separate 8-K? If the conclusion is reached while preparing a periodic report and disclosed in that timely filed report, the rules do not require a separate 8-K. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 2.05: Costs Associated with Exit or Disposal Activities](https://www.quantisnow.com/glossary/8-k-item-2-05.md): The 8-K item a company files when it commits to a restructuring, such as layoffs or closures, that will cause material charges under GAAP. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Form 10-Q](https://www.quantisnow.com/glossary/form-10-q.md): The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) --- # 8-K Item 3.01: Notice of Delisting or Failure to Satisfy a Listing Rule > The 8-K item a company files after an exchange notifies it that it no longer meets a listing standard, or when it moves or ends its listing. Source: https://www.quantisnow.com/glossary/8-k-item-3-01 Topic: Glossary / SEC filings Also known as: 8-K Item 3.01, Item 3.01, deficiency notice 8-K Last updated: 2026-10-27 8-K Item 3.01 is the disclosure a public company makes when it receives notice from its stock exchange that it does not satisfy a continued listing rule, or that the exchange intends to delist its securities. It also covers a company's own decision to transfer its listing or voluntarily delist. The filing is due within four business days of receiving the notice or taking the action. ## How it works Common triggers on Nasdaq and the NYSE include: - **Minimum bid price**: the stock closes below $1.00 for 30 consecutive business days. The company generally gets 180 calendar days to regain compliance, usually by closing at or above $1.00 for at least 10 consecutive business days. - **Equity, market value or shareholder thresholds** falling below the exchange's minimums. - **Late filings**: missing a 10-K or 10-Q deadline. - **Governance**: losing a required independent director or audit committee member. The 8-K states the date of the notice, the rule at issue, and the action the company plans to take. A deficiency notice starts a cure period; it is not itself a delisting. ## Why it matters for traders Item 3.01 filings are an early warning. For a stock below $1, the most common cure is a [reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split), which often comes with or precedes an equity raise. Repeat offenders face tighter limits: Nasdaq rule changes adopted in recent years restrict additional cure periods for companies that have already used reverse splits. If a company fails to regain compliance, it can request a hearing, and final delisting is completed with a [Form 25](https://www.quantisnow.com/glossary/form-25). ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), closes below $1.00 for 30 straight business days after a failed trial. Nasdaq sends a deficiency letter on March 3, and NWTX files an 8-K under Item 3.01 on March 6, disclosing a 180-day cure period ending August 30. Two months later, it announces a 1-for-15 reverse split, which would turn a $0.60 stock into $9.00. ## FAQ ### Does an Item 3.01 filing mean the stock is being delisted? Not yet. It usually starts a cure period. Delisting happens only if the company fails to regain compliance or loses an appeal. ### How does a company fix a bid price deficiency? Typically by trading back above $1.00 for 10 consecutive business days, often after a reverse stock split. ## Related terms - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Form 25](https://www.quantisnow.com/glossary/form-25.md): The SEC filing that removes a class of securities from listing on a national exchange, made by either the exchange or the company. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [NYSE](https://www.quantisnow.com/glossary/nyse.md): The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Stock exchanges](https://www.quantisnow.com/exchanges) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 3.02: Unregistered Sales of Equity Securities > The 8-K item a company files when it sells equity securities in a private, unregistered deal above certain size thresholds. Source: https://www.quantisnow.com/glossary/8-k-item-3-02 Topic: Glossary / SEC filings Also known as: 8-K Item 3.02, Item 3.02 Last updated: 2026-10-27 8-K Item 3.02 is the disclosure a public company makes when it sells equity securities in a transaction not registered under the Securities Act, such as a [PIPE](https://www.quantisnow.com/glossary/pipe) or a private placement of shares and [warrants](https://www.quantisnow.com/glossary/warrants). It applies once the unregistered sales, added together since the last report, reach 1% of the outstanding shares of that class, or 5% for smaller reporting companies. ## How it works The 8-K is due within four business days after the company enters into an agreement enforceable against it to sell the securities, even if the deal has not yet closed. The filing covers the date and title of the securities, the amount sold, the buyers (or class of buyers), the price and other consideration, the registration exemption relied on (often Section 4(a)(2) or Regulation D), and conversion or exercise terms for convertible securities and warrants. Because the shares are unregistered, buyers usually cannot sell them right away. The company typically agrees to file a resale registration statement, often on [Form S-3](https://www.quantisnow.com/glossary/form-s-3) or [Form S-1](https://www.quantisnow.com/glossary/form-s-1), within a set number of days. ## Why it matters for traders Item 3.02 is a [dilution](https://www.quantisnow.com/glossary/dilution) signal. Key details: the discount to the market price, warrant coverage, and whether the buyers are respected long-term funds or financing specialists who tend to sell once the resale registration goes effective. A PIPE led by a well-known healthcare fund at a premium can lift a biotech stock; a deeply discounted deal with full warrant coverage often sinks it. Watch for the follow-on resale filing, which is when selling pressure tends to appear. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), with 40 million shares outstanding at $5.00, agrees to sell 8 million shares at $4.50 plus warrants for 8 million more shares at $5.50. Gross proceeds are $36 million. The new shares alone add 20% to the share count, and full warrant exercise would take total dilution to 40%. NWTX files an 8-K under Items 1.01 and 3.02. ## FAQ ### Why can't private placement buyers sell immediately? The shares are restricted until a resale registration becomes effective or an exemption such as Rule 144 applies. ### Does Item 3.02 cover registered offerings? No. Registered offerings, such as shelf takedowns, are disclosed through a prospectus supplement instead. ## Related terms - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Form D](https://www.quantisnow.com/glossary/form-d.md): The SEC notice a company files after first selling securities in an exempt private offering under Regulation D, disclosing the amount raised. - [Registered direct offering](https://www.quantisnow.com/glossary/registered-direct-offering.md): A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. - [Convertible notes](https://www.quantisnow.com/glossary/convertible-notes.md): Debt securities that pay interest and can be converted into a set number of the issuer's shares, usually at a premium to the share price at issue. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # 8-K Item 4.01: Changes in Registrant's Certifying Accountant > The 8-K item a company files when its independent auditor resigns, declines to stand for reappointment, or is dismissed, or a new one is engaged. Source: https://www.quantisnow.com/glossary/8-k-item-4-01 Topic: Glossary / SEC filings Also known as: 8-K Item 4.01, Item 4.01, auditor change 8-K Last updated: 2026-10-27 8-K Item 4.01 is the disclosure a public company makes when its independent registered public accounting firm resigns, declines to stand for re-election, or is dismissed, and when a new auditor is engaged. It is due within four business days of the event. ## How it works For a departing auditor, the company must state whether the auditor resigned, declined or was dismissed, and whether any audit report in the past two fiscal years contained an adverse opinion, a disclaimer, or a qualification, including any [going concern](https://www.quantisnow.com/glossary/going-concern) doubt. It must disclose any **disagreements** with the auditor on accounting, disclosure or audit scope, and any **reportable events**, such as material weaknesses in internal controls the auditor flagged. The company must also ask the former auditor for a letter stating whether it agrees with the company's description. That letter is filed as Exhibit 16, either with the 8-K or in an amendment shortly after. ## Why it matters for traders Most auditor changes are routine: a cost-driven switch, a rotation after a merger, or a move to a larger firm ahead of growth. The red flags are in the details: - The auditor **resigned** rather than being dismissed. - The 8-K discloses disagreements or material weaknesses. - The change happens close to a [10-K](https://www.quantisnow.com/glossary/form-10-k) deadline, raising the risk of a late filing. - A move from a large firm to a small, little-known one. - The auditor's Exhibit 16 letter disputes the company's account. These signals have preceded restatements and fraud findings, so short sellers read Item 4.01 filings closely. ## Example A hypothetical Chinese-based e-commerce company, Jade Lantern (JDLN), files an 8-K under Item 4.01 three weeks before its annual report is due. Its auditor has resigned, citing an inability to verify certain cash balances. The auditor's letter, filed as Exhibit 16, agrees with this description. JDLN falls 40% the next day, and two weeks later files a notification of late filing. ## FAQ ### Is an auditor change always a bad sign? No. Many are routine. A resignation, disclosed disagreements, or timing near a filing deadline are what warrant attention. ### What is the Exhibit 16 letter? A letter from the former auditor stating whether it agrees with the company's disclosure about the change. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 4.02: Non-Reliance on Previously Issued Financial Statements](https://www.quantisnow.com/glossary/8-k-item-4-02.md): The 8-K item a company files when its previously issued financial statements should no longer be relied on because of an error, signaling a restatement. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Form NT 10-K (notification of late filing)](https://www.quantisnow.com/glossary/form-nt-10-k.md): The SEC notice a company files when it cannot submit its 10-K on time, giving it a 15-calendar-day grace period under Rule 12b-25. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 4.02: Non-Reliance on Previously Issued Financial Statements > The 8-K item a company files when its previously issued financial statements should no longer be relied on because of an error, signaling a restatement. Source: https://www.quantisnow.com/glossary/8-k-item-4-02 Topic: Glossary / SEC filings Also known as: 8-K Item 4.02, Item 4.02, non-reliance 8-K, restatement 8-K Last updated: 2026-10-27 8-K Item 4.02 is the disclosure a public company makes when its board, audit committee or authorized officers conclude that previously issued financial statements should no longer be relied upon because of an error. It is the formal warning that a restatement is coming. ## How it works There are two triggers, each with a four-business-day deadline: 1. **The company concludes** on its own that prior financial statements contain an error and should not be relied on. The 8-K must identify the periods affected, describe the facts, and say whether the audit committee discussed the matter with the auditor. 2. **The auditor notifies** the company that action should be taken to prevent future reliance on its report. In this case the company must give the auditor a copy of the disclosure and file the auditor's response letter. The corrected numbers come later in amended filings, such as a 10-K/A. This is a so-called "Big R" restatement. Smaller errors that are not material to prior periods are corrected in the current filing (a "little r" revision) and do not trigger Item 4.02. ## Why it matters for traders A non-reliance 8-K tells investors the reported numbers they used to value the company were wrong. The market reaction depends on the cause and size. A technical issue, like the 2021 wave of SPAC restatements over how warrants were classified, often has little effect. Errors in revenue recognition, inventory or cash are more serious, because they raise questions about management integrity and internal controls. Expect follow-on risks: late filings, a material weakness, an auditor change, exchange deficiency notices, and shareholder lawsuits. ## Example A hypothetical medical device maker, Bellwether Medical (BWMD), files an 8-K under Item 4.02 saying its last two years of results should not be relied upon because certain distributor shipments were recorded as revenue too early. It estimates revenue was overstated by about 8%. BWMD falls 30%, files an [NT 10-K](https://www.quantisnow.com/glossary/form-nt-10-k) a month later, and attracts several class action suits. ## FAQ ### What is the difference between a "Big R" and "little r" restatement? A Big R restatement corrects errors material to prior periods and requires an Item 4.02 filing. A little r revision fixes immaterial errors in the current report. ### Does Item 4.02 always mean fraud? No. Many restatements stem from complex accounting rules. The cause disclosed in the filing is what matters. ## Related terms - [8-K Item 4.01: Changes in Registrant's Certifying Accountant](https://www.quantisnow.com/glossary/8-k-item-4-01.md): The 8-K item a company files when its independent auditor resigns, declines to stand for reappointment, or is dismissed, or a new one is engaged. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Form NT 10-K (notification of late filing)](https://www.quantisnow.com/glossary/form-nt-10-k.md): The SEC notice a company files when it cannot submit its 10-K on time, giving it a 15-calendar-day grace period under Rule 12b-25. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Short seller report](https://www.quantisnow.com/glossary/short-seller-report.md): A public research report from an investor who is short a stock, alleging problems such as fraud, accounting issues or overvaluation. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # 8-K Item 5.02: Departure or Appointment of Directors and Officers > The 8-K item a company files when a director or key executive leaves or is appointed, or when it adopts or changes material executive pay arrangements. Source: https://www.quantisnow.com/glossary/8-k-item-5-02 Topic: Glossary / SEC filings Also known as: 8-K Item 5.02, Item 5.02, executive departure 8-K Last updated: 2026-10-27 8-K Item 5.02 is the disclosure a public company makes when a director or certain executive officers depart or are appointed, or when material compensatory arrangements for top executives are adopted or changed. It covers the CEO, president, CFO, principal accounting officer, COO and named executive officers. The 8-K is generally due within four business days. ## How it works Item 5.02 has several parts: - **Departures**: retirement, resignation or termination of a covered officer, or a director leaving or declining to stand for re-election. - **Director disagreements**: if a director resigns because of a disagreement with the company, the 8-K must describe it, and the director can submit a letter that the company must file. - **Appointments**: a new covered officer, with background, related-party transactions and pay. Companies may delay this disclosure until they publicly announce the appointment. - **New directors**: committee assignments and any arrangements behind the appointment, such as an activist settlement. - **Compensation**: material new or amended employment agreements, severance packages, or equity grants for named executives. ## Why it matters for traders Leadership changes are high-signal events. A sudden CFO exit shortly before earnings, an "effective immediately" CEO departure with no successor, or a resignation "to pursue other opportunities" announced late on a Friday can all precede bad news. Read the exact language: a resignation that the company says is "not the result of any disagreement" is standard; its absence is notable. Severance terms also reveal whether an executive was pushed out. On the positive side, a well-regarded operator joining a struggling company, or a board seat for an [activist investor](https://www.quantisnow.com/glossary/activist-investor), can lift the stock. ## Example A hypothetical retailer, Harbor Goods (HRBG), announces after the close that its CFO is stepping down effective immediately, two weeks before quarter-end. The 8-K under Item 5.02 names an interim CFO from the finance team and omits any statement about disagreements. HRBG falls 9% the next morning as traders worry about the upcoming report. ## FAQ ### Do all executive changes require an 8-K? No. Item 5.02 covers directors and specific senior officers. Changes among other vice presidents usually do not require one. ### Where do I find a new executive's pay package? In the Item 5.02 disclosure and its exhibits, and later in the company's proxy statement. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. - [Form 3](https://www.quantisnow.com/glossary/form-3.md): The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [8-K Item 5.07: Submission of Matters to a Vote of Security Holders](https://www.quantisnow.com/glossary/8-k-item-5-07.md): The 8-K item a company files to report the results of shareholder votes, usually within four business days after its annual or special meeting. ## On Quantisnow - [Live feed: Leadership Updates](https://www.quantisnow.com/news/leadership-updates) - [Leadership updates](https://www.quantisnow.com/categories/leadership-updates) - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [Latest CEO and CFO changes](https://www.quantisnow.com/top/ceo-cfo-changes) --- # 8-K Item 5.07: Submission of Matters to a Vote of Security Holders > The 8-K item a company files to report the results of shareholder votes, usually within four business days after its annual or special meeting. Source: https://www.quantisnow.com/glossary/8-k-item-5-07 Topic: Glossary / SEC filings Also known as: 8-K Item 5.07, Item 5.07, shareholder vote results Last updated: 2026-10-27 8-K Item 5.07 is the disclosure a public company makes to report the results of matters put to a vote of shareholders at an annual or special meeting. It is due within four business days after the meeting. ## How it works The filing lists each proposal and the number of votes for, against or withheld, plus abstentions and broker non-votes. For director elections, it reports votes for each nominee. Typical items include board elections, auditor ratification, say-on-pay, equity plan increases, reverse split authorizations, merger approvals and shareholder proposals. If final results are not available in time, the company files preliminary results and then an amended 8-K within four business days after final results are known. After a say-on-frequency vote, the company also discloses how often it will hold future say-on-pay votes, which can come in a later amendment. The proposals themselves, and the board's recommendations, are laid out in advance in the [DEF 14A](https://www.quantisnow.com/glossary/def-14a) proxy statement. ## Why it matters for traders Most annual meetings are routine, with management proposals passing easily. The filings that matter are: - **Merger votes**: approval removes a key closing condition, narrowing the [deal spread](https://www.quantisnow.com/glossary/deal-spread). - **Proxy fights**: the tally shows whether an [activist investor](https://www.quantisnow.com/glossary/activist-investor) won board seats. - **Reverse split authorizations**: approval clears the way for a split, often for a company trying to meet a minimum bid price rule. - **Weak support**: a say-on-pay vote below roughly 70% or a director with heavy withhold votes signals shareholder discontent that boards usually feel pressure to address. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), holds a special meeting to authorize a reverse split. Its 8-K under Item 5.07 reports 31 million votes for and 9 million against, 77.5% of votes cast. NWTX announces a 1-for-10 split the following week. ## FAQ ### How quickly are shareholder vote results disclosed? Within four business days after the meeting, with an amendment if only preliminary results were available. ### What are broker non-votes? Shares held by brokers that did not receive voting instructions from the owner and cannot be voted on non-routine matters. ## Related terms - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 5.02: Departure or Appointment of Directors and Officers](https://www.quantisnow.com/glossary/8-k-item-5-02.md): The 8-K item a company files when a director or key executive leaves or is appointed, or when it adopts or changes material executive pay arrangements. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. ## On Quantisnow - [Proxy statements (DEF 14A) explained](https://www.quantisnow.com/guides/proxy-statements-def-14a) - [SEC DEF 14A proxy statements](https://www.quantisnow.com/categories/def-14a) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # 8-K Item 7.01: Regulation FD Disclosure > The 8-K item a company uses to furnish information publicly under Regulation FD, such as investor presentations or updated guidance. Source: https://www.quantisnow.com/glossary/8-k-item-7-01 Topic: Glossary / SEC filings Also known as: 8-K Item 7.01, Item 7.01, Reg FD 8-K Last updated: 2026-10-27 8-K Item 7.01 is the item a public company uses to furnish information to satisfy [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd), the SEC rule against selectively disclosing material nonpublic information. Companies commonly use it for investor presentations, conference slides, reaffirmed guidance and press releases they want on the public record. ## How it works Information under Item 7.01 is "furnished," not "filed," so it is not subject to Section 18 liability and is not automatically incorporated into registration statements. Filing an 8-K under Item 7.01 is one of the accepted ways to make information public simultaneously, as Regulation FD requires. If a company makes an unintentional selective disclosure, it must publicly disclose the information promptly, which in practice means within 24 hours or before the next trading day opens, whichever is later. Companies often pair Item 7.01 with [Item 8.01](https://www.quantisnow.com/glossary/8-k-item-8-01): the press release goes in as a furnished 7.01 exhibit, while key facts are "filed" under 8.01 so they can be incorporated into a shelf registration. Material agreements or results still need their specific items, such as 1.01 or [2.02](https://www.quantisnow.com/glossary/8-k-item-2-02). ## Why it matters for traders Item 7.01 filings are a cheap but useful signal. An updated investor deck filed ahead of a healthcare or tech conference may contain new data, revised targets, or a changed timeline that the headline press release did not mention. Companies also use Item 7.01 to reaffirm guidance mid-quarter, which can ease worries after a peer warns. Compare new slides with the prior deck: the changes are often the story. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), furnishes an 8-K under Item 7.01 attaching the slides for its presentation at a January healthcare conference. Slide 14 shows that the expected topline readout for its lead drug has moved from "Q2" to "second half," a delay not mentioned in the accompanying press release. Traders who read the deck see it before the presentation starts. ## FAQ ### What does "furnished" mean on an 8-K? Furnished information is not deemed filed for Section 18 liability purposes and is not automatically incorporated into other SEC filings. ### Is an Item 7.01 filing material news? Sometimes. Many are routine presentations, but they can contain new guidance or timelines. ## Related terms - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 8.01: Other Events](https://www.quantisnow.com/glossary/8-k-item-8-01.md): The catch-all 8-K item companies use to voluntarily report events they consider important to shareholders that no other item requires. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) --- # 8-K Item 8.01: Other Events > The catch-all 8-K item companies use to voluntarily report events they consider important to shareholders that no other item requires. Source: https://www.quantisnow.com/glossary/8-k-item-8-01 Topic: Glossary / SEC filings Also known as: 8-K Item 8.01, Item 8.01 Last updated: 2026-10-27 8-K Item 8.01 is the optional item a public company uses to disclose any event that is not covered by another 8-K item but that it believes is important to security holders. Unlike most 8-K items, it has no mandatory trigger and no fixed deadline. ## How it works Because the item is voluntary, its contents vary widely. Common uses include: - Clinical trial results, FDA decisions and regulatory updates. - Litigation developments and settlements. - Share buyback authorizations and dividend declarations. - Cybersecurity incidents the company has not determined to be material (instead of [Item 1.05](https://www.quantisnow.com/glossary/8-k-item-1-05)). - Updates to risk factors or financial information before a securities offering, so the information is incorporated into a shelf registration. Unlike [Item 7.01](https://www.quantisnow.com/glossary/8-k-item-7-01), information under Item 8.01 is "filed," which means it carries Section 18 liability and is incorporated by reference into effective registration statements such as a [Form S-3](https://www.quantisnow.com/glossary/form-s-3). That is why companies preparing an offering often use it. ## Why it matters for traders Item 8.01 contains some of the most market-moving news on EDGAR, especially in biotech, where trial data and FDA letters frequently land here. It also flags offering prep: an 8.01 updating recent results or risk factors shortly before quarter-end can precede a shelf takedown. Because the category is so broad, the item number alone tells you little; read the attached exhibit, often a press release under Exhibit 99.1. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), files an 8-K under Item 8.01 at 7:00 a.m. ET announcing that its Phase 3 trial met its primary endpoint. The same morning, before the open, it files a preliminary prospectus supplement for a $150 million offering under its existing shelf. The 8.01 filing ensures the trial data is incorporated into the shelf prospectus. ## FAQ ### Is a company required to file under Item 8.01? No. It is voluntary. Companies use it when they want information on the public record or incorporated into a registration statement. ### What is the difference between Item 7.01 and Item 8.01? Item 7.01 information is furnished and not incorporated into other filings by default. Item 8.01 information is filed and is incorporated. ## Related terms - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 7.01: Regulation FD Disclosure](https://www.quantisnow.com/glossary/8-k-item-7-01.md): The 8-K item a company uses to furnish information publicly under Regulation FD, such as investor presentations or updated guidance. - [8-K Item 1.05: Material Cybersecurity Incidents](https://www.quantisnow.com/glossary/8-k-item-1-05.md): The 8-K item a company files within four business days of determining that a cybersecurity incident is material. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Abbreviated New Drug Application (ANDA) > The FDA application used to approve a generic drug by showing it is bioequivalent to an already approved brand-name drug. Source: https://www.quantisnow.com/glossary/anda Topic: Glossary / Biotech and FDA Also known as: ANDA, generic drug application, Paragraph IV certification Last updated: 2026-10-27 An Abbreviated New Drug Application (ANDA) is the submission a company files with the FDA to market a generic version of an approved drug. It is "abbreviated" because the applicant does not repeat the brand's clinical trials; instead it shows its product is the same and works the same way in the body. ## How it works Created by the Hatch-Waxman Act of 1984, the ANDA pathway requires the generic to match the reference listed drug in active ingredient, strength, dosage form, route of administration and labeling, and to be bioequivalent, meaning it delivers the same amount of drug into the bloodstream at the same rate. Reviews are funded by generic drug user fees (GDUFA). If patents on the brand drug are still listed, the ANDA filer must certify against each one. A **Paragraph IV certification** claims a patent is invalid or will not be infringed. That typically triggers a patent lawsuit from the brand company, which can delay FDA approval of the generic for up to 30 months while the case proceeds. The first filer with a Paragraph IV challenge can earn 180 days of generic exclusivity. ## Why it matters for traders For brand drugmakers, ANDA filings and Paragraph IV litigation outcomes signal when revenue may face a "patent cliff". Court rulings, settlements that set a licensed generic entry date, and first-generic approvals can move both the brand and generic companies' shares. Generic makers themselves are watched for first-to-file wins, since 180-day exclusivity periods can be highly profitable. ## Example A hypothetical generic maker, Alder Generics (ALDG), files an ANDA with a Paragraph IV certification against a brand drug from Northwind Therapeutics (NWTX). NWTX sues within the statutory window, triggering a stay of up to 30 months. Two years later, the parties settle on a licensed entry date, and NWTX shares rise as the market prices in more years of exclusive sales. ## FAQ ### Do generic drugs need clinical trials? Generally not efficacy trials. They need bioequivalence studies, usually small studies in healthy volunteers, plus manufacturing data. ### What is a Paragraph IV filing? An ANDA certification that a listed patent on the brand drug is invalid or not infringed, which usually leads to patent litigation. ## Related terms - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Supplemental NDA (sNDA)](https://www.quantisnow.com/glossary/snda.md): An application to change an already approved drug's NDA, most often to add a new indication, patient population, dose or formulation. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Lawsuits and litigation](https://www.quantisnow.com/categories/lawsuits) --- # Accelerated approval > An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. Source: https://www.quantisnow.com/glossary/accelerated-approval Topic: Glossary / Biotech and FDA Also known as: accelerated approval pathway, conditional approval, surrogate endpoint approval Last updated: 2026-10-27 Accelerated approval is an FDA pathway that lets drugs for serious conditions with unmet medical need be approved based on a surrogate endpoint, a marker such as tumor shrinkage or a lab value that is reasonably likely to predict clinical benefit, rather than waiting for outcomes like survival. Sponsors must then run confirmatory trials. ## How it works The pathway was established in 1992, largely in response to the HIV epidemic, and is now used most heavily in oncology. The sponsor must show an effect on a surrogate or intermediate clinical endpoint. After approval, the company has to conduct post-marketing confirmatory trials. If they fail to verify benefit, the FDA can withdraw the indication. The Food and Drug Omnibus Reform Act of 2022 (FDORA) strengthened the program: the FDA can require that confirmatory trials be underway before granting approval, sponsors must report progress regularly, and the agency has an expedited procedure to withdraw approvals. A well-known example: the FDA granted accelerated approval to Biogen's Alzheimer's drug aducanumab (Aduhelm) in June 2021 based on amyloid plaque reduction, despite an advisory committee voting against it in November 2020. ## Why it matters for traders Accelerated approval can bring a drug to market years earlier, which is a big deal for a cash-burning biotech. Risks traders track: - **Confirmatory trial results.** A failure can lead to label withdrawal. - **Payer pushback.** Insurers may restrict coverage for drugs with unconfirmed benefit. - **Endpoint debate.** Whether the FDA accepts a given surrogate can make or break a filing. ## Example Northwind Therapeutics (NWTX) shows a 40% tumor response rate in a single-arm trial in a cancer with no good options. The FDA grants accelerated approval based on response rate, conditioned on a randomized trial measuring progression-free survival that is already enrolling. ## FAQ ### Is accelerated approval a full approval? It is a real approval that allows marketing, but it is conditional on confirmatory trials, and the indication can be withdrawn if they fail. ### What is a surrogate endpoint? A measurable marker, such as tumor shrinkage or a blood test value, used in place of a direct measure of how patients feel, function or survive. ## Related terms - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. - [Breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy.md): An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. - [Fast track designation](https://www.quantisnow.com/glossary/fast-track.md): An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) --- # Activist investor > An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. Source: https://www.quantisnow.com/glossary/activist-investor Topic: Glossary / Insiders and ownership Also known as: activist hedge fund, shareholder activist, activist fund Last updated: 2026-10-27 An activist investor is a shareholder, usually a hedge fund, that acquires a significant stake in a public company and then pressures the board and management to change strategy, governance or capital allocation in ways the activist believes will raise the share price. ## How it works A typical campaign moves through stages: 1. **Building a stake.** Activists often accumulate shares quietly, sometimes using derivatives. Crossing 5% with intent to influence control requires a [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) within 5 business days. 2. **Private engagement.** Letters and meetings with the board and CEO. 3. **Going public.** A public letter or presentation, often attached to a 13D amendment, laying out demands: sell the company, separate a division through a [spin-off](https://www.quantisnow.com/glossary/spin-off), cut costs, return cash through buybacks, or replace directors. 4. **Proxy contest.** If talks fail, the activist nominates directors for election at the annual meeting. Under the SEC's universal proxy rules, shareholders can mix company and dissident nominees on one card. 5. **Settlement or vote.** Many campaigns end in a settlement granting board seats, often with a standstill agreement limiting further purchases. Boards sometimes respond with a [poison pill](https://www.quantisnow.com/glossary/poison-pill) to cap how much stock the activist can accumulate. ## Why it matters for traders The first 13D from a well-known activist often produces an immediate jump in the target's stock as investors price in the chance of a sale or restructuring. Later catalysts include public letters, director nominations, settlements, and the annual meeting vote. Campaigns that fizzle, or an activist selling down (visible in 13D amendments), can reverse those gains. ## Example Ironbridge Capital discloses a 7.5% stake in Pinecrest Foods (ticker PCFD) in a 13D and demands a sale of the company. PCFD jumps from $20 to $23.50 on the filing, a 17.5% move. Three months later, the board settles by adding two Ironbridge nominees and forming a strategic review committee. ## FAQ ### How do I know when an activist takes a stake? Watch for Schedule 13D filings and amendments, which disclose the stake, the purpose and often letters to the board. ### Do activists always want a sale? No. Demands range from board changes and cost cuts to buybacks, spin-offs or blocking a deal. ## Related terms - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. - [Poison pill (shareholder rights plan)](https://www.quantisnow.com/glossary/poison-pill.md): A takeover defense that lets existing holders buy discounted shares if an investor crosses an ownership threshold, diluting the would-be acquirer. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. - [Spin-off](https://www.quantisnow.com/glossary/spin-off.md): A corporate action in which a company separates a business unit into a new, independently traded company and distributes its shares to existing holders. ## On Quantisnow - [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) - [SEC Schedule 13D filings](https://www.quantisnow.com/categories/13d) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) - [Proxy statements (DEF 14A) explained](https://www.quantisnow.com/guides/proxy-statements-def-14a) --- # After-hours trading > Trading in US stocks after the 4:00 p.m. ET close, usually until 8:00 p.m. ET, when earnings and other news often break. Source: https://www.quantisnow.com/glossary/after-hours-trading Topic: Glossary / Market structure Also known as: after hours trading, after-hours session, post-market trading, postmarket Last updated: 2026-10-27 After-hours trading is the session that follows the regular US market close at 4:00 p.m. ET, typically running until 8:00 p.m. ET, during which stocks trade electronically with lower volume and wider spreads. ## How it works After-hours orders execute through exchange order books and alternative venues, but most brokers accept only [limit orders](https://www.quantisnow.com/glossary/limit-order) and restrict order types such as stops. The official closing price is set by the closing auction at 4:00 p.m., so after-hours trades do not change the day's close, though they appear in many quote displays. Many companies release earnings shortly after the close, followed by an [earnings call](https://www.quantisnow.com/glossary/earnings-call) around 4:30 or 5:00 p.m. ET. Merger announcements, guidance changes and offering news also often arrive after hours, partly to give investors time to digest them before the next session. ## Why it matters for traders The biggest single-stock moves of the day often happen between 4:00 and 5:00 p.m. ET during earnings season. Prices can swing sharply as the press release lands, again as investors parse guidance, and again during the call. Things to watch: - **Liquidity.** [Bid-ask spreads](https://www.quantisnow.com/glossary/bid-ask-spread) can be several times wider than during the day, and small orders can move the price. - **Reversals.** An initial spike on a headline [earnings surprise](https://www.quantisnow.com/glossary/earnings-surprise) can fade once guidance or margins are read. - **Next-day gap.** After-hours moves feed into pre-market trading and the next day's opening gap, but they do not guarantee it. - **Offerings.** Small caps that ran during the day sometimes announce stock offerings after the close, which can reverse gains overnight. ## Example Hypothetical Copperline Energy (ticker CPLE) closes at $30.00. At 4:05 p.m. ET it reports EPS of $0.62 versus a $0.50 consensus and trades up to $33.00, a 10% gain. On the call it cuts full-year guidance, and by 6:00 p.m. it trades at $28.50, down 5% from the close. ## FAQ ### What time does after-hours trading end? Most US exchanges run the after-hours session until 8:00 p.m. ET. Some brokers offer overnight sessions beyond that. ## Related terms - [Pre-market trading](https://www.quantisnow.com/glossary/pre-market-trading.md): Trading in US stocks before the 9:30 a.m. ET open, typically from 4:00 a.m. ET, with thinner liquidity and wider spreads. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings, dividends and insiders](https://www.quantisnow.com/docs/market-calendars) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) --- # Analyst downgrade > A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. Source: https://www.quantisnow.com/glossary/analyst-downgrade Topic: Glossary / Analyst ratings Also known as: stock downgrade, rating downgrade, downgraded to sell Last updated: 2026-10-27 An analyst downgrade is a change by a [sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst) to a less positive rating on a stock, for example from Buy to Hold or from Outperform to Underperform. It usually comes with a cut to the [price target](https://www.quantisnow.com/glossary/price-target) and a note explaining the shift. ## How it works Downgrades are typically released before the open. Common reasons include a valuation that has run past the analyst's target, slowing growth, margin pressure, competitive threats, or rising execution risk. Because [sell ratings](https://www.quantisnow.com/glossary/sell-rating) are rare, most downgrades land on Hold or its equivalent (Neutral, Equal-weight, Market Perform), and a move from Buy to Hold is often the strongest negative signal an analyst is willing to send. Some downgrades are purely valuation calls: the analyst still likes the business but thinks the stock has caught up to fair value. ## Why it matters for traders Downgrades can hit harder than upgrades lift, especially when they break a long run of bullish coverage or come from the analyst with the best track record on the name. Traders look at: - **Reason given.** A fundamental concern (demand, pricing, guidance) usually weighs more than "valuation". - **Double downgrades.** Buy straight to Sell is rare and tends to draw a sharp reaction. - **Clusters.** Several downgrades after an earnings miss can extend a sell-off. - **Positioning.** Crowded, momentum-driven names are most sensitive. ## Example A hypothetical retailer, Harbor Lane Goods (HLGD), trades at $80 after a 50% rally. An analyst downgrades it from Buy to Hold and keeps an $84 target, noting only 5% upside left ($4 / $80). The stock falls 4% in pre-market trading even though the analyst's view of the business is unchanged. ## FAQ ### Is a downgrade to Hold bad? It is a negative change in view, but not a call to sell. Many analysts use Hold when they see limited upside rather than real downside. ### Why do stocks sometimes rise after a downgrade? If the concern was already widely known and priced in, sellers may be exhausted and the stock can recover quickly. ## Related terms - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Sell rating](https://www.quantisnow.com/glossary/sell-rating.md): An analyst recommendation that a stock is expected to underperform or decline, the rarest of the standard ratings on Wall Street. - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst downgrades](https://www.quantisnow.com/categories/analyst-downgrades) - [Latest analyst downgrades](https://www.quantisnow.com/top/analyst-downgrades) --- # Analyst upgrade > A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. Source: https://www.quantisnow.com/glossary/analyst-upgrade Topic: Glossary / Analyst ratings Also known as: stock upgrade, rating upgrade, upgraded to buy Last updated: 2026-10-27 An analyst upgrade is a change by a [sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst) to a more positive rating on a stock, for example from Hold to Buy or from Underweight to Equal-weight. It is usually accompanied by a revised [price target](https://www.quantisnow.com/glossary/price-target) and a short note explaining what changed. ## How it works Brokerages publish research notes to clients before the market opens, and the headline (firm, old rating, new rating, new target) spreads through news wires within minutes. The full note lays out the reasoning: better-than-expected margins, a valuation that has fallen to an attractive level, a new product cycle, or a resolved overhang such as litigation. Firms use different scales (Buy/Hold/Sell, Overweight/Equal-weight/Underweight, Outperform/Market Perform/Underperform), but an upgrade always means one notch or more up that firm's own scale. ## Why it matters for traders Upgrades are a common pre-market [catalyst](https://www.quantisnow.com/glossary/catalyst). The reaction depends on who made the call, how contrarian it is, and whether it arrives with new information. Things traders weigh: - **Direction of the move.** Sell to Hold is often read as "the worst is priced in", while Hold to Buy signals active conviction. - **Crowding.** An upgrade on a stock that 25 of 28 analysts already rate Buy adds little. - **Target gap.** A raise to a target 40% above the current price says more than a token increase. - **Timing.** Upgrades right after a sharp sell-off or ahead of earnings often get more attention. Initial pops can fade if the broader market is weak or the thesis is stale. ## Example Northwind Therapeutics (NWTX) trades at $40. A mid-size bank upgrades it from Hold to Buy and lifts its target from $42 to $55, citing a cleaner path to approval. The new target implies 37.5% upside ($15 / $40). NWTX opens up 6% as the headline circulates before the bell. ## FAQ ### Do analyst upgrades actually move stocks? Often, at least for a day. Studies and everyday tape action show measurable short-term moves, especially for smaller companies and influential analysts, though the effect tends to fade. ### Where can I see today's upgrades? Quantisnow's analyst ratings feed and the analyst upgrades category list them as they are published. ## Related terms - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Reiterated rating](https://www.quantisnow.com/glossary/reiterated-rating.md): An analyst note confirming an existing rating on a stock without changing it, often issued after earnings or news and sometimes with a new price target. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades](https://www.quantisnow.com/categories/analyst-upgrades) - [Latest analyst upgrades](https://www.quantisnow.com/top/analyst-upgrades) --- # At the money (ATM) > Describes an option whose strike price equals or sits very close to the current price of the underlying stock. Source: https://www.quantisnow.com/glossary/at-the-money Topic: Glossary / Options Also known as: at-the-money, ATM option, at-the-money option Last updated: 2026-10-27 At the money (ATM) describes an option whose [strike price](https://www.quantisnow.com/glossary/strike-price) equals, or sits very close to, the current price of the underlying stock. In practice, the ATM strike is the listed strike nearest to the stock price. ## How it works An ATM option has little or no intrinsic value, so its premium is almost all time value. That makes ATM options the point on the chain where several things peak: - **Time value** is highest in dollar terms. - **[Gamma](https://www.quantisnow.com/glossary/gamma)** is highest, especially close to expiration, so delta changes fastest. - **[Theta](https://www.quantisnow.com/glossary/theta)** decay is largest in dollar terms. - **Delta** sits near 0.50 for calls and -0.50 for puts. Quoted [implied volatility](https://www.quantisnow.com/glossary/implied-volatility) for a stock usually refers to ATM options, since they are typically the most liquid and least distorted by skew. ## Why it matters for traders ATM options are how the market prices an expected move. Adding the ATM call and the ATM put for the first expiration after an event (a straddle) gives a rough estimate of the move the options market is pricing in. Traders compare that implied move with the stock's actual history of earnings or catalyst moves to judge whether options look cheap or expensive. Because ATM options carry the most time value, they are also the most exposed to [IV crush](https://www.quantisnow.com/glossary/iv-crush) after the event. ## Example Northwind Therapeutics (NWTX) trades at $50.10 the day before earnings. The nearest strike, $50, is the ATM strike. - $50 call: $3.10 - $50 put: $2.90 - ATM straddle: $6.00 The options market is pricing a move of about $6, or roughly 12% of the stock price, by that expiration. If NWTX historically moves 6-8% on earnings, a trader might view these options as rich. ## FAQ ### Is an at-the-money option in the money? Exactly at the strike, it has zero intrinsic value. If the stock is a few cents above a call's strike, it is technically in the money but still commonly called ATM. ### Why are at-the-money options used to measure implied volatility? They are usually the most actively traded and their prices are the most sensitive to volatility, so they give the cleanest read of what the market expects. ## Related terms - [In the money (ITM)](https://www.quantisnow.com/glossary/in-the-money.md): Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. - [Out of the money (OTM)](https://www.quantisnow.com/glossary/out-of-the-money.md): Describes an option with no intrinsic value: a call whose strike is above the stock price, or a put whose strike is below it. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Gamma](https://www.quantisnow.com/glossary/gamma.md): The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # At-the-market (ATM) offering > A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. Source: https://www.quantisnow.com/glossary/at-the-market-offering Topic: Glossary / IPOs and offerings Also known as: ATM offering, at-the-market offering, ATM program, ATM facility, equity distribution agreement Last updated: 2026-10-27 An at-the-market (ATM) offering is a type of registered offering in which a public company sells newly issued shares directly into the trading market at prevailing prices, a little at a time, through a broker acting as sales agent. It lets the company raise capital gradually rather than in one discounted block. ## How it works The company enters into a sales agreement (also called an equity distribution agreement) with one or more banks and files a prospectus supplement under its effective [shelf registration](https://www.quantisnow.com/glossary/shelf-registration), stating the maximum dollar amount it may sell. The agreement is typically disclosed in an 8-K. From then on, the company can instruct the agent to sell shares on any day, subject to volume and price limits it sets. The agent earns a commission, often a few percent of gross proceeds. Sales are not announced individually; the company reports how many shares were sold and the proceeds in its next 10-Q or 10-K, or in a later prospectus supplement. ## Why it matters for traders An ATM is a persistent overhang. Because sales are invisible in real time, traders infer activity from rising share counts in filings, elevated volume and stocks that repeatedly fade during rallies. Small caps often lean on ATMs to fund operations, selling into any spike in price or volume. A newly filed or enlarged ATM after a big run-up is a common signal that the company intends to sell into strength. Compare the program size to market cap and check the cover page of each 10-Q for the latest [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding). ## Example Hypothetical Northwind Energy (NWEN) has 80 million shares at $3 (a $240 million market cap) and files a $50 million ATM, about 21% of its value. Over the quarter, it sells 6 million shares at an average $3.25, raising $19.5 million before a 3% commission of about $0.6 million. Its next 10-Q shows 86 million shares outstanding, 7.5% more than before. ## FAQ ### How do I know if a company is selling shares through its ATM? You usually find out after the fact, from the 10-Q, 10-K or a prospectus supplement reporting shares sold. Rising share counts are the clearest evidence. ### Is an ATM offering bad for a stock? It is dilutive and can cap rallies, but it is often cheaper than a discounted block sale. The impact depends on how much is sold and at what prices. ## Related terms - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Registered direct offering](https://www.quantisnow.com/glossary/registered-direct-offering.md): A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [SEC Form 10-Q quarterly reports](https://www.quantisnow.com/categories/10-q) - [Latest stock offerings and dilution](https://www.quantisnow.com/top/stock-offerings) --- # Beneficial owner > A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. Source: https://www.quantisnow.com/glossary/beneficial-owner Topic: Glossary / Insiders and ownership Also known as: beneficial ownership, beneficial holder Last updated: 2026-10-27 A beneficial owner is anyone who, directly or indirectly, has or shares voting power or investment power (the power to sell or dispose) over a security, regardless of whose name the shares are registered in. Under SEC Rule 13d-3, a person is also treated as beneficially owning shares they have the right to acquire within 60 days, such as through exercisable options, warrants or convertible securities. ## How it works Most US shares are held in "street name" through brokers and the Depository Trust Company, so the registered owner is rarely the person with the economic stake. Beneficial ownership looks through that structure. Two different tests apply in securities law: - **For 5% reporting** ([Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) and [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g)): beneficial ownership means voting or investment power, including the 60-day right to acquire. Groups acting together aggregate their holdings. - **For Section 16 insider reporting** ([Form 3](https://www.quantisnow.com/glossary/form-3), [Form 4](https://www.quantisnow.com/glossary/form-4), Form 5): status as a 10% holder uses the voting and investment power test, but what an insider must report is based on "pecuniary interest," meaning the ability to profit from the shares. This is why an executive may report shares held by a spouse, a trust or an LLC as indirect holdings. Proxy statements include a beneficial ownership table listing directors, named executive officers and every holder above 5%. ## Why it matters for traders Beneficial ownership determines who must disclose and when. Because options exercisable within 60 days count, a holder can cross 5% on paper without buying common stock. Ownership percentages can also differ between sources depending on whether derivatives are included, which matters when sizing up how much control a holder really has. ## Example An investor owns 2,000,000 common shares of Pinecrest Foods (ticker PCFD), which has 50,000,000 shares outstanding, plus warrants exercisable today for 1,000,000 more. Her beneficial ownership is 3,000,000 / 51,000,000, or about 5.9%, because the warrant shares are added to both her holdings and the denominator. She is over 5% and must file. ## FAQ ### Is the beneficial owner the same as the shareholder of record? Not usually. The holder of record is often a broker or depository; the beneficial owner is the person with voting or investment power. ### Do options count toward beneficial ownership? Yes, if they are exercisable within 60 days. ## Related terms - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g.md): A short-form SEC disclosure for investors who own more than 5% of a company's voting stock but hold it passively, without intent to influence control. - [Form 3](https://www.quantisnow.com/glossary/form-3.md): The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Institutional ownership](https://www.quantisnow.com/glossary/institutional-ownership.md): The share of a company's stock held by institutions such as mutual funds, pensions, hedge funds and banks, usually estimated from 13F filings. ## On Quantisnow - [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) - [Insider trading tracker](https://www.quantisnow.com/insiders) --- # Bid-ask spread > The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. Source: https://www.quantisnow.com/glossary/bid-ask-spread Topic: Glossary / Market structure Also known as: bid-ask, bid/ask spread, bid-offer spread, spread Last updated: 2026-10-27 The bid-ask spread is the difference between the highest price a buyer is currently willing to pay for a security (the bid) and the lowest price a seller is willing to accept (the ask, or offer). It is the most direct measure of the cost of trading right now. ## How it works If a stock is quoted $20.00 bid and $20.04 ask, the spread is $0.04, or 0.2% of the midpoint. Someone who buys at the ask and immediately sells at the bid loses the full spread. Spreads are set by supply and demand for liquidity. [Market makers](https://www.quantisnow.com/glossary/market-maker) and other liquidity providers earn the spread as compensation for holding inventory and taking the risk that prices move against them. Spreads widen when: - Volume is low, as in [pre-market trading](https://www.quantisnow.com/glossary/pre-market-trading) or for thinly traded small caps. - Uncertainty is high, such as right before earnings or around a trading halt. - The price is low relative to the minimum tick, so a one-cent spread is a large percentage. The best bid and ask across all US exchanges together form the [NBBO](https://www.quantisnow.com/glossary/nbbo). ## Why it matters for traders A wide spread is a hidden cost on every round trip. On a $2 stock quoted $1.95 by $2.05, the spread is about 5%, so a trade needs to move 5% just to break even if you cross it both ways. [Limit orders](https://www.quantisnow.com/glossary/limit-order) placed inside or at the spread can reduce that cost, at the risk of not getting filled. Options spreads are often much wider in percentage terms than stock spreads, especially for far out-of-the-money or illiquid contracts. ## Example Hypothetical Northwind Therapeutics (ticker NWTX) is quoted $8.10 by $8.30 in the pre-market after a data readout. A trader who sends a market order for 1,000 shares pays $8,300. If the quote does not move and they sell at the bid, they get $8,100, a $200 loss purely from the spread. ## FAQ ### Is a tight spread a good sign? A tight spread means the stock is liquid and cheap to trade. It says nothing about whether the price will rise or fall. ## Related terms - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Level 2 quotes](https://www.quantisnow.com/glossary/level-2.md): Market data showing the full depth of bids and offers at multiple price levels, not just the best bid and ask. - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Market order](https://www.quantisnow.com/glossary/market-order.md): An order to buy or sell immediately at the best available price, which guarantees execution but not the price. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Biologics License Application (BLA) > The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. Source: https://www.quantisnow.com/glossary/bla Topic: Glossary / Biotech and FDA Also known as: BLA, BLA submission, biologics license application Last updated: 2026-10-27 A Biologics License Application (BLA) is the request a sponsor submits to the FDA for permission to market a biological product in the United States. Biologics are large, complex products made from living systems, including monoclonal antibodies, vaccines, blood products and cell and gene therapies. ## How it works BLAs are filed under Section 351 of the Public Health Service Act, rather than the Food, Drug, and Cosmetic Act that governs [NDAs](https://www.quantisnow.com/glossary/nda). The standard is that the product is safe, pure and potent. Most therapeutic biologics, such as antibodies, are reviewed by the FDA's Center for Drug Evaluation and Research (CDER), while vaccines, blood products and cell and gene therapies go to the Center for Biologics Evaluation and Research (CBER). The process mirrors an NDA: a 60-day filing review, then a [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date) set under standard or priority review, possible [advisory committee](https://www.quantisnow.com/glossary/advisory-committee) meetings, and a decision of approval or a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). Manufacturing scrutiny is often heavier because small process changes can alter a biologic, and pre-license facility inspections are a common source of delays. Biosimilars use an abbreviated pathway under Section 351(k). ## Why it matters for traders BLA milestones (submission, acceptance, decision) are major catalysts for antibody, vaccine and gene therapy developers. Watch for manufacturing language in CRLs: a CRL citing only facility or chemistry, manufacturing and controls (CMC) issues is often viewed as more fixable than one asking for a new clinical trial. ## Example A hypothetical gene therapy company, Northwind Therapeutics (NWTX), submits a BLA reviewed by CBER and receives priority review. The FDA accepts the filing, and NWTX discloses a PDUFA date roughly eight months after submission. Shares rise as the timeline becomes concrete. ## FAQ ### Is a BLA harder to get approved than an NDA? The evidence standard is comparable, but biologics often face more manufacturing scrutiny because their production process is harder to replicate. ### What is a biosimilar BLA? A 351(k) application for a product highly similar to an already approved biologic, relying partly on the original product's data. ## Related terms - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. - [FDA advisory committee (AdCom)](https://www.quantisnow.com/glossary/advisory-committee.md): A panel of outside experts that reviews a drug or device application in a public meeting and votes on questions such as whether benefits outweigh risks. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) --- # Blackout period > A window around quarter end and earnings when a company's insider trading policy bars officers, directors and some employees from trading its stock. Source: https://www.quantisnow.com/glossary/blackout-period Topic: Glossary / Insiders and ownership Also known as: insider blackout period, trading blackout, closed window Last updated: 2026-10-27 A blackout period is a stretch of time during which a company's insider trading policy prohibits directors, officers and designated employees from buying or selling the company's securities, typically because they are likely to have access to unreleased financial results. The opposite is an open trading window. ## How it works Blackout periods are set by each company, not by a single SEC rule, so the timing varies. A common pattern: - **Closes:** a few weeks before the end of each fiscal quarter, when preliminary numbers start circulating internally. - **Reopens:** one to two full trading days after the earnings release, giving the market time to absorb the news. - **Event-specific blackouts:** companies can impose ad hoc blackouts around pending deals, clinical data or other material developments, often without announcing them. Trades under a [Rule 10b5-1 plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan) adopted earlier can continue during a blackout, which is a main reason plans exist. Many companies also pause or shift [share buybacks](https://www.quantisnow.com/glossary/share-buyback) to 10b5-1 programs during these periods. A separate, legally defined blackout applies to retirement plans: under Regulation BTR, when a 401(k) or similar plan freezes participant trading, directors and executive officers are generally barred from trading company stock as well. ## Why it matters for traders Blackout timing explains why [insider buying](https://www.quantisnow.com/glossary/insider-buying) clusters in the days and weeks after earnings: that is when the window opens. A purchase made right as the window opens, after the numbers are public, suggests insiders view the price as attractive in light of results. Conversely, an insider trade during what should be a blackout warrants a look at whether it was a plan trade or an exempt transaction. ## Example Harbor Freightline (ticker HRBF) closes its trading window on the 15th day of the last month of each quarter. Its fiscal Q3 ends September 30, so the window closes September 15. HRBF reports earnings on Tuesday, October 27, before the open, and the window reopens after two full trading days, on Thursday, October 29. ## FAQ ### Can insiders buy stock during a blackout period? Generally not, except through a previously adopted Rule 10b5-1 plan or certain exempt transactions. ### Is a blackout period required by law? Most are set by company policy. Regulation BTR imposes a legal blackout on directors and executive officers during certain pension plan blackouts. ## Related terms - [Rule 10b5-1 trading plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan.md): A prearranged written plan that lets insiders buy or sell stock on a set schedule, providing an affirmative defense against insider trading claims. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. ## On Quantisnow - [How to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying) - [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # Borrow fee > The annualized interest rate a short seller pays to borrow shares, charged daily and rising sharply when shares are scarce. Source: https://www.quantisnow.com/glossary/borrow-fee Topic: Glossary / Short selling Also known as: stock borrow fee, stock loan fee, cost to borrow, borrow rate Last updated: 2026-10-27 A borrow fee is the cost a short seller pays to borrow shares, expressed as an annualized percentage of the position's value and typically charged daily for as long as the short is open. It is set by supply and demand in the securities lending market. ## How it works When a trader sells short, the broker borrows the shares from its own inventory, other customers' margin accounts or institutional lenders such as funds and custodians. The lender earns a fee, and the broker passes that cost, plus a markup, to the short seller. - **Easy-to-borrow stocks** (large, liquid names with plenty of lendable shares) carry fees well under 1% a year. - **[Hard-to-borrow](https://www.quantisnow.com/glossary/hard-to-borrow) stocks** can carry fees of 20%, 50%, or even several hundred percent a year when lendable supply runs out. Rates are not locked. Brokers can raise them daily, and the fee is usually charged on the current market value of the shorted shares, so it grows as the stock rises. ## Why it matters for traders The borrow fee is a direct cost that eats into a short seller's return, and a very high fee forces shorts to be right quickly. For other traders, it is a signal: a rapidly rising borrow fee shows demand to short is outstripping supply, which often accompanies high [short interest](https://www.quantisnow.com/glossary/short-interest) and is one ingredient traders watch for in potential [short squeeze](https://www.quantisnow.com/glossary/short-squeeze) setups. Borrow costs also leak into options prices. When shares are expensive to borrow, puts tend to be priced higher relative to calls. ## Example A trader shorts 1,000 shares of Northwind Therapeutics (NWTX) at $20, a $20,000 position, with a borrow fee of 36% a year. - Annual cost: $20,000 x 36% = $7,200 - Daily cost: about $7,200 / 365 = $19.73 Over 30 days the fee totals roughly $590. If NWTX rises to $25, the same rate applied to the larger $25,000 position costs about $24.66 a day. The trader needs the stock to fall about 3% a month just to cover borrowing costs. ## FAQ ### Do you pay a borrow fee on every short sale? Generally yes, though for easy-to-borrow stocks the fee can be so small that some brokers do not itemize it. ### Why do borrow fees change? They move with supply and demand for lendable shares. A surge in short selling, a lender recalling shares or a corporate event like a vote can all push fees up quickly. ## Related terms - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Days to cover (short interest ratio)](https://www.quantisnow.com/glossary/days-to-cover.md): Short interest divided by average daily trading volume, estimating how many days it would take short sellers to buy back all their shares. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) --- # Breakthrough therapy designation > An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. Source: https://www.quantisnow.com/glossary/breakthrough-therapy Topic: Glossary / Biotech and FDA Also known as: breakthrough therapy, BTD, breakthrough designation Last updated: 2026-10-27 Breakthrough therapy designation is an FDA program for drugs intended to treat a serious condition where preliminary clinical evidence indicates the drug may demonstrate substantial improvement over available therapy on one or more clinically significant endpoints. It was created by the FDA Safety and Innovation Act of 2012. ## How it works The sponsor requests the designation, ideally no later than the end-of-Phase 2 meeting, and the FDA responds within 60 days. Unlike [fast track](https://www.quantisnow.com/glossary/fast-track), it requires clinical evidence, usually from [Phase 1](https://www.quantisnow.com/glossary/phase-1-trial) or [Phase 2](https://www.quantisnow.com/glossary/phase-2-trial) data, not just a strong scientific rationale. Benefits include: - All fast track features, including rolling review of the application. - Intensive FDA guidance on efficient drug development, as early as Phase 1. - Organizational commitment involving senior FDA managers. Breakthrough drugs are often eligible for [priority review](https://www.quantisnow.com/glossary/priority-review) and [accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval), but those are separate decisions. The FDA can rescind the designation if later data no longer support it. ## Why it matters for traders Breakthrough designation is a meaningful third-party signal because the FDA has reviewed actual clinical data and judged the improvement potentially substantial. It can shorten timelines and is often cited in financing announcements. Still, it is not an approval and does not lower the approval standard: designated drugs can still fail in later trials or receive a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). ## Example Northwind Therapeutics (NWTX) reports Phase 2 data showing a 45% response rate in a cancer where the standard of care achieves about 15%. It requests breakthrough therapy designation, and the FDA grants it 55 days later. NWTX then plans more frequent FDA meetings to design its pivotal trial. ## FAQ ### What is the difference between breakthrough therapy and fast track? Both target serious conditions, but breakthrough requires preliminary clinical evidence of substantial improvement and adds more intensive FDA guidance. Fast track can be based on nonclinical data. ### Does breakthrough designation mean approval is likely? It suggests promising early data, but many designated drugs still fail or face delays. ## Related terms - [Fast track designation](https://www.quantisnow.com/glossary/fast-track.md): An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. - [Orphan drug designation](https://www.quantisnow.com/glossary/orphan-drug-designation.md): An FDA status for drugs treating rare diseases affecting fewer than 200,000 people in the US, bringing incentives such as 7 years of market exclusivity. - [Phase 2 clinical trial](https://www.quantisnow.com/glossary/phase-2-trial.md): The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) --- # Buy rating > An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. Source: https://www.quantisnow.com/glossary/buy-rating Topic: Glossary / Analyst ratings Also known as: buy recommendation, strong buy, rated buy Last updated: 2026-10-27 A Buy rating is an analyst's highest standard recommendation on a stock, signaling that the analyst expects it to deliver above-average returns over the coming year or so. Each firm defines it in its own disclosures, often as an expected total return above a threshold or above the firm's coverage universe. ## How it works Rating scales vary by firm, but Buy sits at the top of the common three-tier system (Buy/Hold/Sell). Equivalent labels at other firms include [Overweight](https://www.quantisnow.com/glossary/overweight) and [Outperform](https://www.quantisnow.com/glossary/outperform). Some brokerages add "Strong Buy" or "Conviction Buy" for top picks, and some use "Speculative Buy" for high-risk names such as early-stage biotechs. Under FINRA Rule 2241, research reports must disclose the meaning of each rating and the percentage of the firm's covered companies in each rating category. Those disclosures consistently show that Buy is the most common rating on Wall Street, often covering more than half of a firm's coverage list. ## Why it matters for traders Because Buy ratings are so common, the rating alone carries little information. More useful signals: - **Changes.** Upgrades to Buy and downgrades from Buy move stocks; steady Buys rarely do. - **[Price target](https://www.quantisnow.com/glossary/price-target) gap.** A Buy with only 5% upside is a soft endorsement. - **Consensus share.** A stock rated Buy by nearly everyone has little room for new upgrades and plenty of room for downgrades. ## Example Of 20 analysts covering a hypothetical chipmaker, Granite Silicon (GRSI), 14 rate it Buy, 5 Hold and 1 Sell. That is 70% Buy (14 / 20). When one of the five Hold analysts moves to Buy, the stock reacts more than it would to any of the existing 14 Buys being reiterated. ## FAQ ### What is the difference between Buy and Strong Buy? Strong Buy is a higher-conviction tier some firms use for top picks. Where a firm has both, Strong Buy implies a larger expected return. ### Is a Buy rating investment advice for me? No. It reflects one analyst's view under that firm's methodology and does not account for any individual's situation. ## Related terms - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Sell rating](https://www.quantisnow.com/glossary/sell-rating.md): An analyst recommendation that a stock is expected to underperform or decline, the rarest of the standard ratings on Wall Street. - [Overweight rating](https://www.quantisnow.com/glossary/overweight.md): An analyst rating meaning a stock is expected to beat its sector or benchmark, so investors should hold more of it than its index weight; similar to Buy. - [Outperform rating](https://www.quantisnow.com/glossary/outperform.md): An analyst rating meaning a stock is expected to deliver better returns than its sector, the market or the analyst's coverage universe; similar to Buy. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Analyst upgrades](https://www.quantisnow.com/categories/analyst-upgrades) --- # Call option > A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. Source: https://www.quantisnow.com/glossary/call-option Topic: Glossary / Options Also known as: call options, long call Last updated: 2026-10-27 A call option is a contract that gives its buyer the right, but not the obligation, to buy an underlying stock at a fixed [strike price](https://www.quantisnow.com/glossary/strike-price) on or before the [expiration date](https://www.quantisnow.com/glossary/expiration-date). The buyer pays a [premium](https://www.quantisnow.com/glossary/option-premium) to the seller (the writer), who takes on the obligation to sell the shares if the option is exercised. ## How it works Standard US equity options cover 100 shares per contract and are American style, so they can be exercised any time before expiration. Prices are quoted per share: a call quoted at $2.50 costs $250 per contract. - **Buyer:** maximum loss is the premium paid. Upside is open-ended as the stock rises. - **Seller:** collects the premium. A seller who owns the shares is running a [covered call](https://www.quantisnow.com/glossary/covered-call); one who does not faces theoretically unlimited loss. - **Breakeven at expiration:** strike plus premium paid. ## Why it matters for traders Calls offer leveraged upside exposure for a fixed, known cost. That leverage cuts both ways: the stock has to move far enough, fast enough, to beat time decay. A common trap is buying calls ahead of earnings or an FDA decision, getting the direction right, and still losing money because implied volatility collapses once the news is out. Heavy call buying before a catalyst can also show up as unusual options activity, which some traders monitor as a sentiment signal. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), trades at $40. A trader buys one $45 call expiring in 60 days for $1.50, paying $150. Breakeven at expiration is $46.50. - If NWTX closes at $52 on expiration day, the call is worth $7.00 ($700). Profit: $550. - If NWTX closes at $44, the call expires worthless. Loss: $150. ## FAQ ### Can you lose more than you paid for a call option? Not as a buyer. The most a call buyer can lose is the premium. Sellers of uncovered calls can lose far more. ### What happens if my call is in the money at expiration? Equity options that finish in the money by $0.01 or more are generally exercised automatically, which means you buy 100 shares per contract at the strike. Many traders sell the option before the close to avoid needing the cash. ## Related terms - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Covered call](https://www.quantisnow.com/glossary/covered-call.md): An options strategy where an investor who owns at least 100 shares sells a call against them to collect premium, capping upside above the strike. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Catalyst > An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. Source: https://www.quantisnow.com/glossary/catalyst Topic: Glossary / Market structure Also known as: stock catalyst, news catalyst, catalysts, upcoming catalyst Last updated: 2026-10-27 A catalyst is an event or piece of news that causes, or is expected to cause, a significant change in a stock's price by changing what investors believe the company is worth. Catalysts can be scheduled, like an earnings date, or unscheduled, like a surprise acquisition. ## How it works Common stock catalysts: | Type | Examples | |---|---| | Scheduled | Earnings reports, [PDUFA dates](https://www.quantisnow.com/glossary/pdufa-date), trial data readouts, investor days, index rebalances, lock-up expirations | | Corporate actions | [Merger agreements](https://www.quantisnow.com/glossary/merger-agreement), buybacks, spin-offs, stock offerings, reverse splits | | External | Analyst rating changes, activist 13D filings, insider buying, regulatory decisions, lawsuits, macro data | Most catalysts reach the market as a [press release](https://www.quantisnow.com/glossary/press-release) or an SEC filing, and the first reaction often happens in pre-market or after-hours trading. ## Why it matters for traders Catalyst traders try to anticipate or react to these events. A few patterns are worth knowing: - **Expectations matter more than the news.** A stock can fall on a beat if the market expected more, or rise on a miss if guidance improves. - **"Buy the rumor, sell the news."** Stocks that run into a scheduled event often fall after it, even on good outcomes. - **Binary events cut both ways.** A small biotech awaiting an FDA decision can double or lose most of its value in one day, and options prices reflect that risk through elevated implied volatility. - **Volume confirms.** A real catalyst usually comes with high [relative volume](https://www.quantisnow.com/glossary/relative-volume). A big move without news or volume is suspect. ## Example Hypothetical Northwind Therapeutics (ticker NWTX) trades at $18 ahead of a PDUFA date. The stock had risen from $11 over three months as investors positioned for approval. The FDA approves the drug, and the stock opens at $19, then slides to $16.50 by the close: the approval was already priced in. ## FAQ ### What is the difference between a hard and soft catalyst? A hard catalyst is a concrete, dated event with a clear outcome, such as an FDA decision or earnings. A soft catalyst is less defined, such as a product launch or sector sentiment. ## Related terms - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. ## On Quantisnow - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Build a news watchlist](https://www.quantisnow.com/guides/building-a-news-watchlist) - [Earnings calendar](https://www.quantisnow.com/earnings) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) --- # Chapter 11 bankruptcy > A US bankruptcy process that lets a company keep operating while it restructures its debts under court supervision through a plan of reorganization. Source: https://www.quantisnow.com/glossary/chapter-11 Topic: Glossary / Corporate actions Also known as: Chapter 11, Chapter 11 reorganization, reorganization bankruptcy Last updated: 2026-10-27 Chapter 11 bankruptcy is the section of the US Bankruptcy Code that allows a financially distressed company to continue operating while it restructures its debts and contracts under the supervision of a bankruptcy court. The goal is a confirmed plan of reorganization, not liquidation. ## How it works The company files a petition, usually with an 8-K under Item 1.03, and becomes a "debtor in possession" that keeps running the business. An automatic stay halts most creditor collection efforts. The debtor typically arranges debtor-in-possession (DIP) financing, which gets priority over existing debt. It can reject unprofitable leases and contracts, sell assets under Section 363, and negotiate a plan with creditor committees. Many cases are "prepackaged" or "prenegotiated," with key creditors already on board, which can shorten the process to weeks. The plan must generally follow the absolute priority rule: secured creditors, then unsecured creditors, then equity. Existing shareholders recover only if creditors are paid in full or agree otherwise. ## Why it matters for traders For common stockholders, Chapter 11 usually means the equity is canceled and new shares go to creditors. Stocks of bankrupt companies often trade wildly anyway, driven by retail speculation, though prices rarely reflect a realistic recovery. Exchanges typically delist the stock, and on the OTC markets the ticker often gets a "Q" suffix. Watch for the plan of reorganization and disclosure statement, which spell out what, if anything, shareholders receive. Bonds and loans, not stock, are usually where the recovery value sits. ## Example Hypothetical retailer Northwind Stores (NWST) has $2 billion of debt and files a prepackaged Chapter 11 with $300 million in DIP financing. Under its plan, term lenders swap their debt for 100% of the new equity, unsecured creditors get a small cash pool and existing shares are canceled. The stock, delisted and trading as NWSTQ, still briefly doubles from $0.10 to $0.20 on speculation before the plan is confirmed and the shares are canceled. ## FAQ ### What happens to stock when a company files Chapter 11? It usually keeps trading, often OTC, but in most cases existing shares are canceled under the plan and shareholders receive nothing. ### What is the difference between Chapter 11 and Chapter 7? Chapter 11 is a reorganization in which the business keeps operating. [Chapter 7](https://www.quantisnow.com/glossary/chapter-7) is a liquidation run by a trustee. ## Related terms - [Chapter 7 bankruptcy](https://www.quantisnow.com/glossary/chapter-7.md): A US bankruptcy process in which a company stops operating and a court-appointed trustee sells its assets to repay creditors in priority order. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Ticker change](https://www.quantisnow.com/glossary/ticker-change.md): A change to the symbol under which a company's stock trades, usually tied to a rebrand, merger, exchange move or corporate restructuring. ## On Quantisnow - [Live feed: Lawsuits](https://www.quantisnow.com/news/lawsuits) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [OTC-traded companies](https://www.quantisnow.com/exchanges/otc) - [Latest delisting and bankruptcy notices](https://www.quantisnow.com/top/delisting-bankruptcy-notices) --- # Chapter 7 bankruptcy > A US bankruptcy process in which a company stops operating and a court-appointed trustee sells its assets to repay creditors in priority order. Source: https://www.quantisnow.com/glossary/chapter-7 Topic: Glossary / Corporate actions Also known as: Chapter 7, Chapter 7 liquidation, liquidation bankruptcy Last updated: 2026-10-27 Chapter 7 bankruptcy is the liquidation chapter of the US Bankruptcy Code. A company that files under Chapter 7 generally ceases operations, and a court-appointed trustee takes control, sells the assets and distributes the proceeds to creditors according to a fixed order of priority. ## How it works The company (or, in some cases, its creditors) files a petition, and a public company typically discloses it in an 8-K under Item 1.03. An automatic stay stops creditor collection actions. Unlike [Chapter 11](https://www.quantisnow.com/glossary/chapter-11), management no longer runs the business: the trustee does. The trustee collects and sells assets, investigates transactions that may be clawed back, and pays claims in order: secured creditors from their collateral, then administrative and priority claims, then general unsecured creditors. Equity holders are last. A company sometimes converts a failed Chapter 11 case into Chapter 7 when a reorganization or sale is no longer viable. ## Why it matters for traders For shareholders, Chapter 7 almost always means a total loss. There is no reorganized company to hold new equity, and asset sales rarely cover all debts. The stock is delisted if it has not been already, and it may keep trading OTC for a time at fractions of a cent before the company stops reporting. Small-cap biotech and early-stage companies that run out of cash are the most common public Chapter 7 filers. A Chapter 7 filing following a [going concern](https://www.quantisnow.com/glossary/going-concern) warning and failed financing attempts is a typical pattern. ## Example Hypothetical Northwind Batteries (NWBT), a pre-revenue company, fails to close a financing and files for Chapter 7 with $40 million of liabilities and $12 million of assets. The trustee sells its equipment and patents for $10 million, pays secured equipment lenders $8 million, and splits the rest among administrative and unsecured claims. Shareholders receive nothing. ## FAQ ### Do shareholders get anything in a Chapter 7 bankruptcy? Very rarely. Shareholders are paid only after every creditor is paid in full, which almost never happens in a liquidation. ### Can a company come back after Chapter 7? Not as an operating business. Chapter 7 ends with the company's assets sold and the entity wound down. ## Related terms - [Chapter 11 bankruptcy](https://www.quantisnow.com/glossary/chapter-11.md): A US bankruptcy process that lets a company keep operating while it restructures its debts under court supervision through a plan of reorganization. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Form 15](https://www.quantisnow.com/glossary/form-15.md): The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations. ## On Quantisnow - [Live feed: Lawsuits](https://www.quantisnow.com/news/lawsuits) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Complete response letter (CRL) > A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. Source: https://www.quantisnow.com/glossary/complete-response-letter Topic: Glossary / Biotech and FDA Also known as: CRL, complete response letter, FDA rejection letter Last updated: 2026-10-27 A complete response letter (CRL) is the document the FDA issues at the end of a review cycle when it decides not to approve an [NDA](https://www.quantisnow.com/glossary/nda) or [BLA](https://www.quantisnow.com/glossary/bla) as submitted. It lists the deficiencies the company must address and, where possible, recommends what it would take to fix them. ## How it works A CRL is not necessarily a final rejection. The sponsor can resubmit after addressing the issues, request a meeting with the FDA, or withdraw the application. Resubmissions are classified by scope: - **Class 1:** minor issues such as labeling or safety update data, with a 2-month review goal. - **Class 2:** everything else, including new clinical data or facility reinspection, with a 6-month review goal. Deficiencies fall into rough buckets: clinical (efficacy or safety not established, sometimes requiring a new trial), manufacturing or CMC (chemistry, manufacturing and controls), and facility inspection findings, including problems at third-party manufacturers. Historically, companies chose what to disclose about their CRLs. In 2025 the FDA began publicly releasing complete response letters, making it easier to compare company summaries with the agency's actual language. ## Why it matters for traders A CRL is usually the worst-case outcome on a [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date), and single-asset biotechs can lose half or more of their value in a day. The details drive the recovery: - **Manufacturing-only CRLs** are often viewed as fixable within months. - **Requests for a new trial** can mean years of delay and new financing needs. - **Company framing vs. the letter.** Compare the press release with the FDA's published text. ## Example Northwind Therapeutics (NWTX) receives a CRL citing only inspection findings at its contract manufacturer. Shares fall 35% from $40 to $26. After the site is remediated, NWTX files a Class 2 resubmission, setting a new goal date six months out. ## FAQ ### Is a CRL the same as a rejection? It means the application cannot be approved as submitted, but the company can fix the deficiencies and resubmit. ### How long after a CRL can a drug be approved? It depends on the issues. A Class 1 resubmission has a 2-month review goal and a Class 2 has 6 months, plus whatever time is needed to fix the problems first. ## Related terms - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [FDA advisory committee (AdCom)](https://www.quantisnow.com/glossary/advisory-committee.md): A panel of outside experts that reviews a drug or device application in a public meeting and votes on questions such as whether benefits outweigh risks. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Latest FDA complete response letters (CRLs)](https://www.quantisnow.com/top/fda-complete-response-letters) --- # Consensus estimate > The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. Source: https://www.quantisnow.com/glossary/consensus-estimate Topic: Glossary / Earnings and fundamentals Also known as: consensus EPS, Wall Street consensus, analyst consensus, street estimate Last updated: 2026-10-27 A consensus estimate is the average (or sometimes median) of the forecasts published by [sell-side analysts](https://www.quantisnow.com/glossary/sell-side-analyst) covering a company for a specific metric and period, most commonly quarterly EPS and revenue. It is the benchmark used to judge whether a company beat or missed. ## How it works Data vendors collect estimates from brokerage analysts and compute a consensus. Different vendors can show slightly different numbers because they include different analysts, drop stale estimates at different times, and may track adjusted versus GAAP EPS differently. Consensus exists for: - Quarterly and annual EPS and revenue. - Company-specific metrics such as subscribers, same-store sales or gross margin. - Longer-term periods, which typically have fewer contributors and wider dispersion. Estimates move over the quarter. Analysts revise after company [guidance](https://www.quantisnow.com/glossary/guidance), industry data, conferences and peers' results. The direction of revisions into a report (rising or falling) is itself watched as a signal. ## Why it matters for traders The [earnings surprise](https://www.quantisnow.com/glossary/earnings-surprise) is measured against consensus, so it frames the immediate reaction. A few nuances: - **Thin coverage:** a small-cap with two analysts has a fragile consensus; one outlier estimate can skew it. - **Dispersion:** a wide range between high and low estimates means more uncertainty and often a bigger move. - **Stale estimates:** an analyst who has not updated after guidance can distort the average. - **Real bar:** buy-side expectations, sometimes captured by the [whisper number](https://www.quantisnow.com/glossary/whisper-number), can differ from published consensus. ## Example Five analysts cover Pinecrest Foods (ticker PCFD) with quarterly EPS estimates of $0.60, $0.62, $0.63, $0.65 and $0.70. The mean consensus is $3.20 / 5 = $0.64 and the median is $0.63. If PCFD reports $0.66, it beats the mean by $0.02, or about 3%. ## FAQ ### Who sets the consensus estimate? No one sets it. Data providers calculate it from individual analyst forecasts. ### Why do different websites show different consensus numbers? They draw from different sets of analysts and handle stale or adjusted estimates differently. ## Related terms - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Whisper number](https://www.quantisnow.com/glossary/whisper-number.md): An unofficial earnings expectation, often higher than the published consensus, that reflects what traders believe a company will actually report. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) --- # Convertible notes > Debt securities that pay interest and can be converted into a set number of the issuer's shares, usually at a premium to the share price at issue. Source: https://www.quantisnow.com/glossary/convertible-notes Topic: Glossary / IPOs and offerings Also known as: convertible note, convertible bonds, convertible debt, convertible senior notes, converts Last updated: 2026-10-27 Convertible notes are bonds or notes issued by a company that pay interest and can be converted into the company's common stock (or cash, or a combination) at a predetermined conversion price. Investors get downside protection from the debt with upside if the stock rises. ## How it works The key terms are the coupon, maturity and conversion rate, stated as shares per $1,000 of principal. The conversion price, $1,000 divided by the conversion rate, is usually set at a premium to the share price at issue, commonly 20% to 40% for larger issuers. Because of the embedded option, the coupon is lower than on straight debt. Larger issuers typically sell converts in Rule 144A offerings to institutional buyers; many pair them with a capped call, a hedge that raises the effective conversion price and reduces dilution. In microcaps, "convertible notes" often means something very different: toxic or floating-price notes that convert at a discount to the recent market price. These can lead to heavy, repeated dilution as the price falls. ## Why it matters for traders Stocks often drop on a convertible offering announcement. Part of that is [dilution](https://www.quantisnow.com/glossary/dilution) risk, and part is hedging: convertible arbitrage funds buy the notes and [short the stock](https://www.quantisnow.com/glossary/short-selling) to hedge, creating selling pressure at pricing. Watch the conversion premium, the size relative to market cap, whether there is a capped call, and whether proceeds are used to repurchase shares concurrently. For microcaps, a floating conversion price is a major warning sign. ## Example Hypothetical Northwind Software (NWSW) trades at $50 and issues $500 million of 1% convertible notes due in five years with a conversion price of $65, a 30% premium. The conversion rate is $1,000 / $65, or about 15.38 shares per note, so full conversion would create about 7.7 million new shares. NWSW falls 6% on the announcement as hedge funds short shares against the notes. ## FAQ ### Are convertible notes dilutive? Potentially. If converted into stock, they add shares. Diluted EPS includes the effect of conversion when it reduces EPS. ### Why does a stock fall when a company issues convertible notes? Investors weigh future dilution, and convertible arbitrage funds short the stock to hedge their purchase of the notes. ## Related terms - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. ## On Quantisnow - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) --- # Covered call > An options strategy where an investor who owns at least 100 shares sells a call against them to collect premium, capping upside above the strike. Source: https://www.quantisnow.com/glossary/covered-call Topic: Glossary / Options Also known as: covered calls, covered call writing, buy-write Last updated: 2026-10-27 A covered call is an options strategy in which an investor who owns at least 100 shares of a stock sells one [call option](https://www.quantisnow.com/glossary/call-option) per 100 shares against that position. The investor collects the premium up front in exchange for agreeing to sell the shares at the strike price if the call is exercised. ## How it works The shares "cover" the obligation created by selling the call, so the seller does not face the unlimited risk of a naked call. The outcomes at expiration: - **Stock below the strike:** the call expires worthless. The investor keeps the shares and the premium. - **Stock above the strike:** the shares are typically called away at the strike. The investor keeps the premium plus any gain up to the strike, but misses everything above it. - **Stock falls:** the premium offsets part of the loss, but the downside of owning the stock remains. Sellers benefit from [theta](https://www.quantisnow.com/glossary/theta), since the call loses time value every day the stock stays put. ## Why it matters for traders Covered calls turn some of a stock's upside into current income, which is why they are popular with long-term holders and the basis of many income ETFs. The trade-off matters most around catalysts: selling calls before an earnings report or FDA decision collects rich premium but caps the gain if the news is good. Assignment can come early. A short in-the-money call is most likely to be exercised the day before an [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date) if the dividend exceeds the call's remaining time value. ## Example An investor owns 100 shares of Contoso Robotics (CTSO), bought at $40, and sells one $45 call expiring in 30 days for $1.00, collecting $100. | CTSO at expiration | Result | |---|---| | $43 | Call expires. Keep shares, $300 unrealized gain plus $100 premium. | | $50 | Shares sold at $45. Gain: $500 on shares + $100 premium = $600. Missed $500 above the strike. | | $35 | Call expires. $500 loss on shares, offset by $100 premium = $400 net loss. | ## FAQ ### Can you lose money on a covered call? Yes. If the stock falls by more than the premium collected, the position loses money, just as owning the shares alone would. ### What happens if my covered call is assigned? Your 100 shares are sold at the strike price, and you keep the premium. You can buy back the shares or sell another option if you want to keep the strategy going. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Dark pool > A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. Source: https://www.quantisnow.com/glossary/dark-pool Topic: Glossary / Market structure Also known as: dark pools, alternative trading system, ATS, off-exchange trading venue Last updated: 2026-10-27 A dark pool is a private trading venue, registered in the US as an alternative trading system (ATS), that matches buy and sell orders without publicly displaying them beforehand. Trades become visible only after execution, when they are reported to the tape. ## How it works Dark pools are operated by banks, brokers and independent firms. Institutions use them to buy or sell large blocks without revealing their intentions, which could move the price against them on a lit exchange. Key mechanics: - **Pricing.** Most dark pool trades execute at or within the [NBBO](https://www.quantisnow.com/glossary/nbbo), often at the midpoint, so they reference prices set on public exchanges. - **Reporting.** Trades are reported to a [FINRA](https://www.quantisnow.com/glossary/finra) trade reporting facility and appear on the consolidated tape, but the tape does not identify which dark pool executed them. - **Disclosure.** NMS stock ATSs file Form ATS-N with the SEC describing how they operate. FINRA publishes weekly ATS volume by stock on a delay of a few weeks. Dark pools are one part of off-exchange trading. The other large part is wholesalers filling retail orders, which is also reported through FINRA facilities. ## Why it matters for traders Off-exchange trading accounts for a large share of US equity volume, so the lit order book shows only part of the real supply and demand. Large prints at round sizes reported off-exchange are sometimes read as institutional accumulation or distribution, though without direction (buy or sell) they are hard to interpret. FINRA's daily [short volume](https://www.quantisnow.com/glossary/short-volume) files cover off-exchange trades, including dark pool activity. A high short volume reading largely reflects market maker and dark pool mechanics, not necessarily bearish bets. ## FAQ ### Are dark pools legal? Yes. Dark pools are regulated as alternative trading systems by the SEC, and operators must register as broker-dealers and file disclosures about how they operate. ### Can I see dark pool trades? You can see the prints after they happen, marked as off-exchange trades on the tape, but not the orders resting in the pool beforehand. ## Related terms - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [FINRA](https://www.quantisnow.com/glossary/finra.md): The self-regulatory organization that oversees US broker-dealers, licenses their representatives and collects short interest and off-exchange trade data. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. - [Payment for order flow](https://www.quantisnow.com/glossary/payment-for-order-flow.md): Compensation a broker receives from a market maker for routing customer orders to it for execution, common in commission-free US retail brokerage. ## On Quantisnow - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) --- # Days to cover (short interest ratio) > Short interest divided by average daily trading volume, estimating how many days it would take short sellers to buy back all their shares. Source: https://www.quantisnow.com/glossary/days-to-cover Topic: Glossary / Short selling Also known as: days to cover, short interest ratio, short ratio Last updated: 2026-10-27 Days to cover, also called the short interest ratio, is a stock's [short interest](https://www.quantisnow.com/glossary/short-interest) divided by its average daily trading volume. It estimates how many trading days it would take for all short sellers to buy back their shares if they accounted for all of the normal daily volume. ## How it works Days to cover = shares sold short / average daily volume The average is usually taken over a recent window, such as 30 days. Because short interest is reported only twice a month, days to cover updates on the same schedule, though it shifts with volume in between. The ratio is a simplification: short sellers would never be the only buyers, and volume itself often surges during a squeeze, shrinking the real time needed to cover. ## Why it matters for traders Days to cover measures how crowded the exit is. A stock with 20% of its float sold short but heavy daily volume may have a days to cover of only 2, so shorts can get out quickly. A stock with the same short interest but thin trading could have a ratio of 10 or more, meaning shorts may have to bid the price up sharply to cover. That is why high days to cover is one of the classic ingredients traders look for in [short squeeze](https://www.quantisnow.com/glossary/short-squeeze) candidates, often alongside a high borrow fee and a near-term catalyst. A low ratio does not mean a stock cannot squeeze, but the pressure is usually less intense. ## Example Contoso Robotics (CTSO) has 9 million shares sold short. Over the past 30 days it has averaged 900,000 shares traded per day. Days to cover = 9,000,000 / 900,000 = 10 days If CTSO announces a surprise contract win and volume jumps to 4.5 million shares that day, the same short position represents only 2 days of that volume, which is one reason squeezes can unwind quickly once volume arrives. ## FAQ ### What is a high days to cover? Readings above about 5 to 10 days are generally considered elevated, though it depends on the stock's liquidity and history. ### Is days to cover the same as short interest? No. Short interest is the number of shares sold short. Days to cover scales that number by trading volume to show how hard it would be to unwind. ## Related terms - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) --- # De-SPAC > The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. Source: https://www.quantisnow.com/glossary/de-spac Topic: Glossary / Mergers and acquisitions Also known as: de-SPAC transaction, de-SPAC merger, SPAC merger, business combination Last updated: 2026-10-27 A de-SPAC is the transaction in which a [special purpose acquisition company](https://www.quantisnow.com/glossary/spac) merges with a private operating company, the target, so that the target becomes a public company. The SPAC's shell disappears into the operating business, which usually takes on a new name and ticker. ## How it works The SPAC announces a definitive business combination agreement, often alongside a [PIPE](https://www.quantisnow.com/glossary/pipe) financing from institutional investors to guarantee cash at closing. It then files a registration or proxy statement, commonly a [Form S-4](https://www.quantisnow.com/glossary/form-s-4), with financial statements and projections for the target. Under SEC rules effective in 2024, the target is generally a co-registrant and shares liability for the disclosure, and projections no longer enjoy the PSLRA forward-looking statement safe harbor. SPAC holders vote on the deal and may redeem shares for cash from the trust. Once approved and closed, the combined company begins trading under its new symbol, and the SPAC's [warrants](https://www.quantisnow.com/glossary/warrants) become warrants of the operating company. Many agreements include a minimum cash condition, which high redemptions can threaten. ## Why it matters for traders De-SPAC stocks have a history of heavy post-closing declines. Common drivers are high redemptions that leave little float and less cash, lock-up expirations for sponsors and target insiders, warrant exercises adding shares, and aggressive projections that fail. Very low floats can also produce sharp squeezes in the days around closing. Watch the redemption rate (usually disclosed just before or after the vote), PIPE pricing, earnout provisions and the [lock-up](https://www.quantisnow.com/glossary/lock-up-period) schedule. ## Example Hypothetical SPAC Northwind Acquisition Corp (NWAC) agrees to merge with Contoso Mobility at a $1.5 billion enterprise value, with a $75 million PIPE at $10. Of NWAC's $200 million trust, 85% is redeemed, leaving $30 million. Combined with the PIPE, the company receives $105 million before fees instead of the $275 million it would have had with no redemptions. It begins trading as CTMB the next day. ## FAQ ### What happens to my SPAC shares after the merger? If you do not redeem, they become shares of the combined operating company, trading under its new ticker. ### Why do de-SPAC stocks often fall after closing? High redemptions, dilution from sponsor shares and warrants, lock-up expirations and missed projections all tend to weigh on prices. ## Related terms - [SPAC (special purpose acquisition company)](https://www.quantisnow.com/glossary/spac.md): A shell company that raises cash in an IPO and places it in trust to acquire a private company, which becomes public through the merger. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Form S-4](https://www.quantisnow.com/glossary/form-s-4.md): The SEC registration statement used to register securities issued in mergers, acquisitions and exchange offers, often combined with a proxy statement. - [Ticker change](https://www.quantisnow.com/glossary/ticker-change.md): A change to the symbol under which a company's stock trades, usually tied to a rebrand, merger, exchange move or corporate restructuring. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. ## On Quantisnow - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [IPO calendar](https://www.quantisnow.com/ipos) --- # Deal spread > The gap between an acquisition target's market price and the value of the offer, reflecting the market's view of closing risk and time. Source: https://www.quantisnow.com/glossary/deal-spread Topic: Glossary / Mergers and acquisitions Also known as: merger spread, arbitrage spread, arb spread Last updated: 2026-10-27 The deal spread is the difference between the price per share an acquirer has agreed to pay for a target company and the price at which the target's stock currently trades. It compensates investors for the time until closing and for the risk that the deal falls apart. ## How it works For a cash deal, the spread is simply offer price minus market price, usually expressed as a percentage of the market price. For a stock deal, the offer value is the exchange ratio times the acquirer's current share price, so the spread moves as both stocks trade. Traders often annualize it to compare deals with different timelines: | Measure | Formula | | --- | --- | | Gross spread | (Offer value - Target price) / Target price | | Annualized spread | Gross spread x (365 / days to expected close) | A typical low-risk cash deal might trade at a spread of a few percent. Large spreads point to serious doubts, such as antitrust risk, financing risk or an uncertain shareholder vote. A negative spread, with the target above the offer, means the market expects a competing or raised bid. ## Why it matters for traders The spread is a live probability gauge. A sudden widening often follows news such as an extended regulatory review, a lawsuit or a weak acquirer stock in a stock deal. A narrowing spread follows clearances and vote approvals. When reading M&A headlines, compare the spread before and after: the market's reaction often tells you more than the headline. ## Example Hypothetical Contoso Retail (CTRT) agrees to be acquired for $40 cash, with closing expected in 120 days. CTRT trades at $38.80. The gross spread is $1.20 / $38.80 = 3.1%, which annualizes to about 9.4%. After regulators issue a second request, CTRT drops to $36 and the spread widens to 11.1%. ## FAQ ### Why does a takeover target trade below the offer price? Because the deal might not close, and because investors' money is tied up until it does. The spread pays for both. ### What does a negative deal spread mean? The target trades above the offer, which usually means traders expect a higher bid from the acquirer or a rival. ## Related terms - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Termination fee (break-up fee)](https://www.quantisnow.com/glossary/termination-fee.md): A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) --- # Declaration date > The date a company's board announces a dividend, setting its amount, ex-dividend date, record date and payment date. Source: https://www.quantisnow.com/glossary/declaration-date Topic: Glossary / Dividends Also known as: dividend declaration date, announcement date Last updated: 2026-10-27 The declaration date is the day a company's board of directors formally authorizes and announces a [dividend](https://www.quantisnow.com/glossary/dividend), specifying the amount per share, the record date and the payment date. Once declared, the dividend becomes a liability on the company's balance sheet. ## How it works The announcement typically arrives in a press release, often alongside quarterly earnings. It states: - The amount per share and type (regular, special, stock dividend). - The [record date](https://www.quantisnow.com/glossary/record-date), which determines who is paid. - The [payment date](https://www.quantisnow.com/glossary/payment-date), when cash is distributed. The [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date) is set according to exchange rules and, under T+1 settlement, is normally the same as the record date for ordinary cash dividends. Exchanges require listed companies to give advance notice of dividends, which is why declarations come days or weeks before the ex-date. Many companies follow a predictable rhythm, declaring in the same month each quarter and raising the dividend at the same point each year, so the market often anticipates the amount. ## Why it matters for traders The declaration date is when dividend news becomes public and can move the stock. Traders compare the declared amount with the prior payment and with expectations: - **Increase:** read as confidence in future cash flow. Long streaks of annual increases are closely followed. - **Unchanged when a raise was expected:** can disappoint. - **Cut or suspension:** usually a negative surprise and often a sign of stress. - **Special dividend:** a one-time event that can draw buyers before the ex-date. Because the declaration often lands with earnings, separate the dividend signal from the broader results. ## Example On February 3, Harbor Freightline (ticker HRBF) declares a quarterly dividend of $0.33 per share, up from $0.30, a 10% increase. It sets a record date of February 20 and a payment date of March 10. Under T+1, the ex-dividend date is also February 20. ## FAQ ### Is a dividend guaranteed once it is declared? Once declared, it is a legal obligation of the company, and boards very rarely rescind a declared dividend. ### What is the difference between the declaration date and the ex-dividend date? The declaration date is when the dividend is announced. The ex-dividend date is the cutoff for buying shares and still receiving it. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. - [Payment date](https://www.quantisnow.com/glossary/payment-date.md): The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. - [Dividend cut](https://www.quantisnow.com/glossary/dividend-cut.md): A reduction or suspension of a company's regular dividend by its board, usually to preserve cash when earnings or cash flow weaken. - [Special dividend](https://www.quantisnow.com/glossary/special-dividend.md): A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) --- # DEF 14A (proxy statement) > The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. Source: https://www.quantisnow.com/glossary/def-14a Topic: Glossary / SEC filings Also known as: DEF 14A, definitive proxy statement, proxy statement, proxy filing Last updated: 2026-10-27 DEF 14A is the SEC filing code for a definitive proxy statement, the document a public company sends shareholders before an annual or special meeting so they can vote. It describes every proposal on the ballot and the board's recommendation on each. ## How it works A typical annual meeting proxy includes: - **Board nominees**, with backgrounds, independence and committee roles. - **Executive compensation**: the Compensation Discussion and Analysis, summary compensation table, pay versus performance disclosure and CEO pay ratio. - **Say-on-pay**, a non-binding advisory vote on executive pay. - **Auditor ratification** and audit fees. - **Equity plan proposals**, such as increasing the share pool. - **Shareholder proposals** with the board's response. - **Beneficial ownership** of directors, officers and 5% holders. If the meeting includes non-routine items, such as a merger, reverse split or charter amendment, the company generally files a preliminary proxy (PRE 14A) at least 10 calendar days before the definitive version. Additional soliciting materials are filed as DEFA14A. In contested elections, both sides must use a universal proxy card listing all nominees, a requirement since 2022. ## Why it matters for traders The proxy is the best single source on who controls the company and how management is paid. Look for: - Pay tied to metrics such as revenue or EPS targets, which can shape management incentives. - Large equity plan increases, which signal future [dilution](https://www.quantisnow.com/glossary/dilution). - Reverse split authorizations, often a precursor to a split for a stock below $1. - Contested elections, where an [activist investor](https://www.quantisnow.com/glossary/activist-investor) files its own proxy (DEFC14A). Results are reported afterward under [8-K Item 5.07](https://www.quantisnow.com/glossary/8-k-item-5-07). ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), files a DEF 14A asking shareholders to approve a reverse split in a range of 1-for-5 to 1-for-20 and to add 5 million shares to its equity plan, which currently has 45 million shares outstanding. The plan increase alone represents potential dilution of about 11%. ## FAQ ### What is the difference between DEF 14A and PRE 14A? PRE 14A is the preliminary proxy, required for certain non-routine matters. DEF 14A is the final version sent to shareholders. ### When are proxy statements filed? Typically 30 to 60 days before the annual meeting. Companies usually file within 120 days of fiscal year-end to incorporate proxy information into the 10-K. ## Related terms - [8-K Item 5.07: Submission of Matters to a Vote of Security Holders](https://www.quantisnow.com/glossary/8-k-item-5-07.md): The 8-K item a company files to report the results of shareholder votes, usually within four business days after its annual or special meeting. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [8-K Item 5.02: Departure or Appointment of Directors and Officers](https://www.quantisnow.com/glossary/8-k-item-5-02.md): The 8-K item a company files when a director or key executive leaves or is appointed, or when it adopts or changes material executive pay arrangements. - [Form S-4](https://www.quantisnow.com/glossary/form-s-4.md): The SEC registration statement used to register securities issued in mergers, acquisitions and exchange offers, often combined with a proxy statement. ## On Quantisnow - [Proxy statements (DEF 14A) explained](https://www.quantisnow.com/guides/proxy-statements-def-14a) - [SEC DEF 14A proxy statements](https://www.quantisnow.com/categories/def-14a) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Delisting > The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. Source: https://www.quantisnow.com/glossary/delisting Topic: Glossary / Corporate actions Also known as: stock delisting, exchange delisting, delisted stock Last updated: 2026-10-27 Delisting is the removal of a company's securities from a national stock exchange such as Nasdaq or the NYSE. It can be involuntary, when the company fails continued listing standards, or voluntary, when the company chooses to leave, often after a merger or a [going-private transaction](https://www.quantisnow.com/glossary/going-private). ## How it works Involuntary delisting usually starts with a deficiency notice, disclosed in an 8-K under Item 3.01. Common triggers are a bid price below $1.00 for 30 consecutive business days (generally 180 calendar days to cure), stockholders' equity or market value below thresholds, late periodic filings, or a bankruptcy filing. The company can submit a compliance plan, cure the deficiency or appeal to a hearings panel. If it fails, the exchange suspends trading and files a [Form 25](https://www.quantisnow.com/glossary/form-25) with the SEC. Delisting generally becomes effective 10 days after the Form 25 is filed. In a voluntary delisting, the issuer files the Form 25 itself. Delisting from an exchange is separate from deregistering with the SEC; a company may later file a [Form 15](https://www.quantisnow.com/glossary/form-15) to stop periodic reporting if it qualifies. ## Why it matters for traders Once delisted, most stocks move to the [OTC markets](https://www.quantisnow.com/glossary/otc-markets), where liquidity is thinner, spreads are wider and many institutions cannot hold them. That forced selling often hits around the suspension date. Watch Item 3.01 8-Ks, cure deadlines and hearing outcomes. A deficiency notice is a warning, not a delisting, and many companies regain compliance through a reverse split or by filing late reports. ## Example Hypothetical Northwind Retail (NWRT) closes below $1.00 for 30 consecutive business days and receives a Nasdaq notice, which it discloses in an 8-K. After 180 days it has not cured, is denied an extension and loses its hearing appeal. Nasdaq suspends trading and files a Form 25. NWRT resumes trading on the OTC market the next day, falling from $0.45 to $0.28 on heavy volume. ## FAQ ### What happens to my shares if a stock is delisted? You still own them. They typically keep trading over the counter, though with less liquidity and possibly at a lower price. ### Does a delisting notice mean the stock will be delisted? No. It starts a compliance period. Many companies regain compliance before any delisting. ## Related terms - [Form 25](https://www.quantisnow.com/glossary/form-25.md): The SEC filing that removes a class of securities from listing on a national exchange, made by either the exchange or the company. - [Form 15](https://www.quantisnow.com/glossary/form-15.md): The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [OTC markets](https://www.quantisnow.com/glossary/otc-markets.md): Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. - [Chapter 11 bankruptcy](https://www.quantisnow.com/glossary/chapter-11.md): A US bankruptcy process that lets a company keep operating while it restructures its debts under court supervision through a plan of reorganization. - [Going-private transaction](https://www.quantisnow.com/glossary/going-private.md): A deal in which a public company's shares are bought out, often by private equity, insiders or a controlling holder, and the stock stops trading. ## On Quantisnow - [Stock exchanges](https://www.quantisnow.com/exchanges) - [OTC-traded companies](https://www.quantisnow.com/exchanges/otc) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [Latest delisting and bankruptcy notices](https://www.quantisnow.com/top/delisting-bankruptcy-notices) --- # Delta > How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. Source: https://www.quantisnow.com/glossary/delta Topic: Glossary / Options Also known as: option delta, options delta Last updated: 2026-10-27 Delta is the expected change in an option's price for a $1 move in the underlying stock. Call deltas range from 0 to 1 and put deltas from 0 to -1, and they are often quoted multiplied by 100 (a 0.40 delta is "40 delta"). ## How it works - **At-the-money** options have a delta near 0.50 (calls) or -0.50 (puts). - **Deep [in-the-money](https://www.quantisnow.com/glossary/in-the-money)** options approach 1.00 or -1.00 and move almost dollar for dollar with the stock. - **Far out-of-the-money** options have deltas near zero. Delta is not fixed. It changes as the stock moves (measured by [gamma](https://www.quantisnow.com/glossary/gamma)), as time passes and as implied volatility shifts. Traders use delta in three ways: 1. **Price sensitivity:** a 0.60-delta call should gain about $0.60 for a $1 rise in the stock. 2. **Share equivalence:** position delta = contracts x delta x 100. Ten 0.40-delta calls behave roughly like 400 shares. 3. **Rough probability:** delta is commonly used as a loose estimate of the chance an option finishes in the money. ## Why it matters for traders Delta tells you how much stock exposure you really have. Market makers who sell options typically hedge their delta by buying or selling shares, and that hedging flow can amplify price moves when lots of options are concentrated near the stock price. Retail traders use delta to choose strikes: low-delta options are cheap but need a big move, while high-delta options track the stock more closely. ## Example Northwind Therapeutics (NWTX) trades at $40. The $40 call costs $3.00 with a delta of 0.55. - If NWTX rises to $41, the call should be worth about $3.55. - If NWTX falls to $39, it should be worth about $2.45. - A position of 5 contracts has a delta of 5 x 0.55 x 100 = 275, so it behaves like holding about 275 shares for small moves. ## FAQ ### Why is put delta negative? Puts gain value when the stock falls, so their price moves in the opposite direction to the stock. ### Is delta the probability of an option expiring in the money? It is a widely used approximation, not an exact probability. The two are close for most practical purposes but can diverge, especially for long-dated options. ## Related terms - [Gamma](https://www.quantisnow.com/glossary/gamma.md): The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [Vega](https://www.quantisnow.com/glossary/vega.md): How much an option's price is expected to change for each one-percentage-point change in implied volatility. - [In the money (ITM)](https://www.quantisnow.com/glossary/in-the-money.md): Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Dilution > The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. Source: https://www.quantisnow.com/glossary/dilution Topic: Glossary / IPOs and offerings Also known as: share dilution, stock dilution, equity dilution, dilutive offering Last updated: 2026-10-27 Dilution is the decrease in an existing shareholder's percentage ownership of a company, and in their claim on its earnings and assets per share, that occurs when the company issues additional shares. The investor holds the same number of shares, but each share represents a smaller slice of the company. ## How it works Common sources of dilution include: - Equity offerings: [follow-ons](https://www.quantisnow.com/glossary/follow-on-offering), [ATM programs](https://www.quantisnow.com/glossary/at-the-market-offering), registered directs and PIPEs - Exercise of [warrants](https://www.quantisnow.com/glossary/warrants) and employee stock options - Conversion of [convertible notes](https://www.quantisnow.com/glossary/convertible-notes) or preferred stock - Stock-based compensation and restricted stock vesting - Stock issued to pay for acquisitions Companies report basic and diluted [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share). Diluted EPS assumes in-the-money options and warrants are exercised (using the treasury stock method) and that dilutive convertibles convert. The fully diluted share count adds all of these potential shares to the [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding). Dilution is not automatically value-destroying. If the company raises money at a fair price and invests it well, value per share can rise. It hurts most when shares are sold cheaply or the cash funds ongoing losses. ## Why it matters for traders Dilution is the dominant risk in small-cap and biotech stocks that burn cash. Traders track shelf capacity, active ATMs, warrant overhangs and cash runway to anticipate when the next raise is likely. Rising share counts quarter over quarter, visible on the 10-Q cover page, are a reliable tell. Large caps face slower dilution from stock compensation, often offset by buybacks. ## Example Hypothetical Northwind Therapeutics (NWTX) has 100 million shares, and an investor owns 1 million, or 1.0%. NWTX sells 25 million new shares. The investor's stake falls to 1 million of 125 million, or 0.8%. If net income stays at $50 million, EPS falls from $0.50 to $0.40. ## FAQ ### How do I check if a company is diluting shareholders? Compare shares outstanding on the cover pages of successive 10-Qs and 10-Ks, and check filings for shelf registrations, ATM programs and warrant exercises. ### Is dilution always bad? No. Raising capital at a good price to fund profitable growth can increase value per share. It is harmful when shares are sold cheaply or proceeds fund continuing losses. ## Related terms - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Convertible notes](https://www.quantisnow.com/glossary/convertible-notes.md): Debt securities that pay interest and can be converted into a set number of the issuer's shares, usually at a premium to the share price at issue. - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Latest stock offerings and dilution](https://www.quantisnow.com/top/stock-offerings) --- # Direct listing > A way to go public by listing existing shares on an exchange without an underwritten IPO, with the opening price set by the market. Source: https://www.quantisnow.com/glossary/direct-listing Topic: Glossary / IPOs and offerings Also known as: direct public listing, direct listing IPO, primary direct listing Last updated: 2026-10-27 A direct listing is a way for a company to become publicly traded by listing its shares on an exchange without a traditional underwritten [IPO](https://www.quantisnow.com/glossary/ipo). In a standard direct listing, no new shares are sold; existing holders such as employees and early investors can simply sell into the market once trading opens. ## How it works The company files a registration statement, typically a Form S-1, to register shares held by existing holders. Financial advisers help prepare the listing, but there is no underwriting syndicate buying shares, no bookbuilt offer price and usually no [greenshoe](https://www.quantisnow.com/glossary/greenshoe-option). The exchange publishes a reference price, and the first trade is set by the opening auction based on actual buy and sell orders. Traditional IPO-style [lock-ups](https://www.quantisnow.com/glossary/lock-up-period) are often absent or limited. Both the NYSE and Nasdaq also permit a primary direct listing, in which the company sells new shares in the opening auction to raise capital, subject to price limits tied to the range in its registration statement. Spotify listed this way on the NYSE in April 2018, and Coinbase used a direct listing on Nasdaq in April 2021. ## Why it matters for traders Without an offer price or stabilization from underwriters, opening prices can be volatile and hard to anticipate. Because many holders can sell from day one, supply is less predictable than in an IPO with a lock-up. On the other hand, there is no fixed IPO discount handed to allocated investors, and no lock-up cliff months later. Watch the reference price, the opening auction indication and the size of the registered shares. ## Example Hypothetical Northwind Payments (NWPY) registers 400 million existing shares for a direct listing. The exchange sets a $50 reference price based on private trades. Buy and sell orders build through the morning, and the opening auction clears at $62. No new shares are issued and the company raises no money. ## FAQ ### What is the difference between a direct listing and an IPO? An IPO sells shares through underwriters at a set price before trading. A direct listing opens trading without an underwritten offering, with the first price set by the market. ### Does a company raise money in a direct listing? Not in a standard direct listing. In a primary direct listing it can sell new shares in the opening auction. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [IPO pricing](https://www.quantisnow.com/glossary/ipo-pricing.md): The process by which a company and its underwriters set the final per-share price and size of an IPO, usually the evening before trading begins. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [NYSE](https://www.quantisnow.com/glossary/nyse.md): The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. ## On Quantisnow - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # Dividend > A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. Source: https://www.quantisnow.com/glossary/dividend Topic: Glossary / Dividends Also known as: cash dividend, quarterly dividend, dividend payment Last updated: 2026-10-27 A dividend is a payment a company makes to its shareholders out of its earnings or accumulated cash, declared by the board of directors and paid per share. Most US dividend payers distribute cash quarterly, though some pay monthly, semiannually or annually. ## How it works Every dividend moves through four dates: 1. **Declaration date:** the board announces the amount and schedule. 2. **[Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date):** the first day the stock trades without the right to the upcoming dividend. You must own the shares before this date. 3. **Record date:** the date the company checks its records to see who gets paid. Under T+1 settlement it is normally the same day as the ex-date. 4. **Payment date:** when the cash arrives. Forms of distribution: - **Regular cash dividends:** recurring, often set at a level management expects to sustain. - **Special dividends:** one-time payments, often after an asset sale or a strong year. - **Stock dividends:** additional shares instead of cash. Dividends are not guaranteed. The board can raise, cut or suspend them. Tax treatment depends on whether the dividend is "qualified" (taxed at long-term capital gains rates in the US if holding period rules are met) or ordinary. ## Why it matters for traders Dividend announcements are watched as signals of management's confidence. A raise suggests the board expects cash flow to support a higher payout; a [dividend cut](https://www.quantisnow.com/glossary/dividend-cut) or suspension often hits the stock hard. On the ex-dividend date, the share price typically falls by roughly the dividend amount, all else equal, since new buyers no longer receive it. Income investors focus on [dividend yield](https://www.quantisnow.com/glossary/dividend-yield) and the [payout ratio](https://www.quantisnow.com/glossary/payout-ratio) to judge sustainability. ## Example Pinecrest Foods (ticker PCFD) declares a quarterly dividend of $0.45 per share. An investor holding 1,000 shares before the ex-date receives $450 on the payment date. At a $36 share price, the annualized $1.80 dividend equals a 5% yield. ## FAQ ### How do I qualify for a dividend? Buy the shares before the ex-dividend date. Buying on or after the ex-date means the seller receives the dividend. ### Are dividends guaranteed? No. The board decides each dividend and can raise, cut or eliminate it. ## Related terms - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. - [Payout ratio](https://www.quantisnow.com/glossary/payout-ratio.md): The share of a company's earnings paid out as dividends, calculated as dividends per share divided by earnings per share. - [Special dividend](https://www.quantisnow.com/glossary/special-dividend.md): A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. - [Dividend cut](https://www.quantisnow.com/glossary/dividend-cut.md): A reduction or suspension of a company's regular dividend by its board, usually to preserve cash when earnings or cash flow weaken. - [Dividend reinvestment plan (DRIP)](https://www.quantisnow.com/glossary/drip.md): A program that automatically uses an investor's cash dividends to buy more shares of the same stock, often including fractional shares. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) - [Latest dividend increases](https://www.quantisnow.com/top/dividend-increases) --- # Dividend cut > A reduction or suspension of a company's regular dividend by its board, usually to preserve cash when earnings or cash flow weaken. Source: https://www.quantisnow.com/glossary/dividend-cut Topic: Glossary / Dividends Also known as: dividend reduction, dividend suspension, dividend elimination Last updated: 2026-10-27 A dividend cut is a board decision to lower a company's regular [dividend](https://www.quantisnow.com/glossary/dividend) per share, or to suspend or eliminate it entirely. Companies cut dividends to conserve cash when earnings or free cash flow fall, debt needs to be reduced, or capital is redirected to other uses such as acquisitions or buybacks. ## How it works A cut is usually announced as part of an earnings release or in a separate press release at the normal declaration date. Common patterns: - **Reduction:** the quarterly payout drops, for example from $0.50 to $0.25. - **Suspension:** no dividend is declared until further notice. - **Rebasing:** management sets a lower, "sustainable" level and pairs it with a new capital allocation plan. - **Shift to variable dividends:** some cyclical companies, especially in energy, move to a base-plus-variable structure linked to cash flow. Warning signs often show up beforehand: a [payout ratio](https://www.quantisnow.com/glossary/payout-ratio) above 100%, falling [free cash flow](https://www.quantisnow.com/glossary/free-cash-flow), rising debt, a credit rating downgrade, or management declining to reaffirm the dividend on the earnings call. ## Why it matters for traders Dividend cuts are typically received badly, because dividend-focused holders sell and the cut signals that management expects weaker cash flow. The market often anticipates the cut, which shows up as an unusually high [dividend yield](https://www.quantisnow.com/glossary/dividend-yield) beforehand; in those cases the stock can stabilize or even rise once the uncertainty is resolved, especially if the cut comes with a credible plan. Cuts also remove the stock from dividend-growth indexes and funds that require a record of increases, which can add selling pressure. ## Example Pinecrest Foods (ticker PCFD) has paid $0.45 quarterly but earns only $0.40 per share per quarter, a 112.5% payout ratio. The stock trades at $24, a 7.5% forward yield. The board cuts the dividend to $0.20, lowering the payout ratio to 50% and the yield to $0.80 / $24, or about 3.3%. The stock falls 6% on the day. ## FAQ ### Why do companies cut dividends? Usually to preserve cash when earnings or cash flow weaken, to pay down debt, or to fund other priorities. ### Does a dividend cut always make a stock fall? Usually, but not always. If the cut was widely expected and comes with a credible plan, the reaction can be muted or even positive. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Payout ratio](https://www.quantisnow.com/glossary/payout-ratio.md): The share of a company's earnings paid out as dividends, calculated as dividends per share divided by earnings per share. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. ## On Quantisnow - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Live feed: Financials](https://www.quantisnow.com/news/financials) - [Latest dividend cuts and suspensions](https://www.quantisnow.com/top/dividend-cuts) --- # Dividend reinvestment plan (DRIP) > A program that automatically uses an investor's cash dividends to buy more shares of the same stock, often including fractional shares. Source: https://www.quantisnow.com/glossary/drip Topic: Glossary / Dividends Also known as: DRIP, dividend reinvestment, DRP Last updated: 2026-10-27 A dividend reinvestment plan (DRIP) is an arrangement in which a shareholder's cash [dividends](https://www.quantisnow.com/glossary/dividend) are automatically used to purchase additional shares of the same company instead of being paid out as cash. DRIPs typically buy fractional shares, so every dollar is reinvested. ## How it works There are two main types: - **Brokerage DRIPs:** most brokers let clients switch on reinvestment for eligible holdings. The broker buys shares in the open market on or shortly after the [payment date](https://www.quantisnow.com/glossary/payment-date), usually without commission. - **Company-sponsored DRIPs:** run by the company through its transfer agent. Some issue new shares directly from the company, sometimes at a small discount to market, and may allow optional cash purchases. Reinvested dividends are still taxable in the year they are paid, just as if the investor had received cash. Each reinvestment creates a new tax lot with its own cost basis, which matters when shares are later sold. ## Why it matters for traders For long-term holders, reinvestment compounds returns: more shares produce more dividends, which buy more shares. The trade-off is less control over timing and price, since reinvestment happens regardless of valuation. For companies, a DRIP that issues new shares raises equity capital and creates modest [dilution](https://www.quantisnow.com/glossary/dilution); some REITs and utilities use discounted DRIPs as a steady funding source. Traders who actively manage positions often turn DRIP off to avoid small odd lots and complicated cost basis records. ## Example An investor owns 500 shares of Harbor Freightline (ticker HRBF), which pays a $0.33 quarterly dividend. On the payment date the dividend totals $165. With HRBF at $30, the DRIP buys 5.5 shares, raising the position to 505.5 shares. Next quarter's dividend is paid on 505.5 shares, or about $166.82. ## FAQ ### Are reinvested dividends taxed? Yes. In the US, dividends reinvested through a DRIP are taxable in the year paid, the same as cash dividends. ### Can I turn off dividend reinvestment? Yes. Brokers and transfer agents let you switch between reinvesting and receiving cash. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Payment date](https://www.quantisnow.com/glossary/payment-date.md): The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) --- # Dividend yield > A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. Source: https://www.quantisnow.com/glossary/dividend-yield Topic: Glossary / Dividends Also known as: yield, forward dividend yield, trailing dividend yield Last updated: 2026-10-27 Dividend yield is a stock's annual dividends per share divided by its current share price, expressed as a percentage. It shows how much cash income a shareholder receives each year for every dollar invested at today's price. ## How it works Dividend yield = annual dividends per share / share price x 100 Two versions are common: - **Forward (indicated) yield:** annualizes the most recent regular dividend. A $0.50 quarterly dividend is treated as $2.00 a year. - **Trailing yield:** uses the dividends actually paid over the past twelve months. The two differ after a raise, a cut, or a [special dividend](https://www.quantisnow.com/glossary/special-dividend), which is usually excluded from forward yield because it is not expected to recur. Yield moves inversely with price. If the dividend stays the same and the stock falls, the yield rises. ## Why it matters for traders Yield is a quick way to compare income stocks with each other and with bond yields. But a very high yield is often a warning rather than a bargain: the market may be pricing in a [dividend cut](https://www.quantisnow.com/glossary/dividend-cut). Check: - **[Payout ratio](https://www.quantisnow.com/glossary/payout-ratio):** is the dividend covered by earnings and free cash flow? - **Trend:** did the yield rise because the dividend grew, or because the price collapsed? - **Sector norms:** utilities, REITs and telecoms typically yield more than technology companies. A sudden yield spike after a sharp price drop is a classic "yield trap" setup. ## Example Pinecrest Foods (ticker PCFD) pays $0.45 per quarter and trades at $36. Its forward yield is ($0.45 x 4) / $36 = $1.80 / $36 = 5.0%. If PCFD falls to $24 on weak results without changing its dividend, the yield jumps to $1.80 / $24 = 7.5%. ## FAQ ### What is a good dividend yield? It depends on the sector and on interest rates. A yield far above peers often reflects market doubts about sustainability. ### Why does dividend yield go up when a stock falls? The dividend stays the same while the price drops, so the dividend becomes a larger percentage of the price. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Payout ratio](https://www.quantisnow.com/glossary/payout-ratio.md): The share of a company's earnings paid out as dividends, calculated as dividends per share divided by earnings per share. - [Dividend cut](https://www.quantisnow.com/glossary/dividend-cut.md): A reduction or suspension of a company's regular dividend by its board, usually to preserve cash when earnings or cash flow weaken. - [Price-to-earnings ratio (P/E)](https://www.quantisnow.com/glossary/pe-ratio.md): A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. - [Special dividend](https://www.quantisnow.com/glossary/special-dividend.md): A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. ## On Quantisnow - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) --- # Earnings call > A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. Source: https://www.quantisnow.com/glossary/earnings-call Topic: Glossary / Earnings and fundamentals Also known as: earnings conference call, conference call, earnings webcast Last updated: 2026-10-27 An earnings call is a conference call, usually webcast, in which a public company's executives (typically the CEO and CFO) review quarterly or annual results, discuss [guidance](https://www.quantisnow.com/glossary/guidance) and answer questions from analysts. It usually takes place shortly after the earnings press release, either before the market opens or after it closes. ## How it works 1. **Announcement:** the company publishes the date and dial-in details days or weeks ahead. 2. **Release:** the earnings press release, often furnished on an 8-K under Item 2.02, comes out first, typically 30 to 90 minutes before the call. 3. **Prepared remarks:** management walks through results, segment trends and the outlook, sometimes alongside a slide deck. 4. **Q&A:** [sell-side analysts](https://www.quantisnow.com/glossary/sell-side-analyst) ask questions. This is often the most informative part. 5. **Replay and transcript:** replays are posted on the investor relations site, and transcripts circulate soon after. Calls are open to the public, which helps companies satisfy [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd) by disclosing material information broadly rather than selectively. Forward-looking statements are covered by a safe harbor disclaimer read at the start. ## Why it matters for traders The after-hours reaction to a release frequently reverses during or after the call. Traders listen for: - Changes to guidance not in the release, or color on the next quarter. - Tone and specificity, including evasive answers on margins or demand. - Comments on pricing, backlog, customer concentration or capital allocation (buybacks, dividends, M&A). - Which analysts are called on, and whether tough questions are skipped. ## Example Lumen Grid Software (ticker LMGS) reports after the close and its stock rises 5% in after-hours trading on a revenue beat. On the call 30 minutes later, the CFO says a large customer delayed renewal into next year. The stock gives back the gain and ends the after-hours session down 3%. ## FAQ ### Can anyone listen to an earnings call? Yes. Calls are generally open to the public via webcast or dial-in, and replays are posted afterward. ### Where do I find earnings call dates? Companies announce them in press releases and on their investor relations pages, and earnings calendars aggregate the dates. ## Related terms - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings season calendar](https://www.quantisnow.com/guides/earnings-season-calendar) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) --- # Earnings per share (EPS) > A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. Source: https://www.quantisnow.com/glossary/earnings-per-share Topic: Glossary / Earnings and fundamentals Also known as: EPS, diluted EPS, basic EPS Last updated: 2026-10-27 Earnings per share (EPS) is a company's net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. It is the headline profit figure in an earnings report and the number Wall Street estimates are built around. ## How it works **Basic EPS** = (net income minus preferred dividends) / weighted average common shares outstanding. **Diluted EPS** adds shares that would exist if in-the-money options, warrants, RSUs and convertible securities were exercised or converted, using methods such as the treasury stock method. Diluted EPS is always equal to or lower than basic EPS when the company is profitable, and it is the figure most analysts compare against estimates. Companies report GAAP EPS in their filings and press releases, and many also report an adjusted or [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) EPS that excludes items like stock-based compensation, amortization of acquired intangibles and restructuring charges. The two can differ widely. ## Why it matters for traders EPS drives the [earnings surprise](https://www.quantisnow.com/glossary/earnings-surprise): the stock reaction on earnings day depends heavily on actual EPS versus the [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate), along with revenue and guidance. Check which EPS the headline uses. A company can "beat" on adjusted EPS while GAAP EPS falls. Also watch the share count: buybacks shrink the denominator and lift EPS even when net income is flat, while equity raises do the reverse. EPS also feeds valuation through the [P/E ratio](https://www.quantisnow.com/glossary/pe-ratio). ## Example Harbor Freightline (ticker HRBF) reports quarterly net income of $52 million and pays $2 million in preferred dividends, leaving $50 million for common shareholders. Weighted average basic shares are 100 million, so basic EPS is $0.50. Adding 4 million dilutive shares from options and RSUs gives 104 million diluted shares and diluted EPS of about $0.48. ## FAQ ### What is the difference between basic and diluted EPS? Basic EPS uses actual weighted average shares outstanding. Diluted EPS also counts shares from options, warrants and convertibles that would be dilutive. ### Is a higher EPS always better? Not by itself. Compare EPS to estimates, prior periods and the share count, and check whether it is GAAP or adjusted. ## Related terms - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Price-to-earnings ratio (P/E)](https://www.quantisnow.com/glossary/pe-ratio.md): A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings calendar](https://www.quantisnow.com/earnings) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) - [Live feed: Financials](https://www.quantisnow.com/news/financials) --- # Earnings surprise (beat or miss) > The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. Source: https://www.quantisnow.com/glossary/earnings-surprise Topic: Glossary / Earnings and fundamentals Also known as: earnings beat, earnings miss, EPS surprise Last updated: 2026-10-27 An earnings surprise is the gap between a company's reported results, usually [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share), and the analyst [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate) for that period. Results above consensus are a beat; below consensus, a miss. It is often expressed as a percentage of the estimate. ## How it works Surprise % = (actual EPS minus consensus EPS) / absolute value of consensus EPS. The same calculation applies to revenue and to key operating metrics (subscribers, same-store sales, bookings). Most companies report adjusted EPS, and consensus usually tracks that adjusted figure, so compare like with like. Because companies tend to guide conservatively and analysts adjust toward guidance, a modest beat is common in the US. Over many recent quarters, a clear majority of S&P 500 companies have reported EPS above consensus, so a small beat is often treated as the baseline rather than good news. ## Why it matters for traders The headline beat or miss is only the first read. The stock reaction usually depends on: - **Guidance:** a beat paired with weak forward [guidance](https://www.quantisnow.com/glossary/guidance) frequently sends a stock lower. - **Quality of the beat:** a beat driven by a lower tax rate, buybacks or one-time items counts for less than one from revenue and margins. - **Expectations:** the [whisper number](https://www.quantisnow.com/glossary/whisper-number) and the stock's run-up into the print set the real bar. - **The call:** commentary on the earnings call can reverse an after-hours move. Results typically come out before the open or after the close, so the reaction shows up as a gap in pre-market or after-hours trading. ## Example Consensus for Lumen Grid Software (ticker LMGS) is $0.40 adjusted EPS on $250 million revenue. LMGS reports $0.46 on $255 million. The EPS surprise is ($0.46 - $0.40) / $0.40 = 15%, and revenue beat by 2%. But LMGS cuts full-year revenue guidance, and the stock falls 8% after hours. ## FAQ ### Why do stocks fall after beating earnings? Usually because guidance disappointed, the beat came from low-quality items, or expectations (the whisper number) were higher than consensus. ### How is earnings surprise calculated? Subtract the consensus estimate from actual EPS and divide by the absolute value of the consensus estimate. ## Related terms - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Whisper number](https://www.quantisnow.com/glossary/whisper-number.md): An unofficial earnings expectation, often higher than the published consensus, that reflects what traders believe a company will actually report. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings calendar](https://www.quantisnow.com/earnings) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) - [Earnings season calendar](https://www.quantisnow.com/guides/earnings-season-calendar) --- # EBITDA > Earnings before interest, taxes, depreciation and amortization, a common proxy for operating profit before financing and non-cash charges. Source: https://www.quantisnow.com/glossary/ebitda Topic: Glossary / Earnings and fundamentals Also known as: adjusted EBITDA, earnings before interest, taxes, depreciation and amortization Last updated: 2026-10-27 EBITDA stands for earnings before interest, taxes, depreciation and amortization. It is a [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) measure that approximates a company's operating profitability before the effects of capital structure, tax jurisdiction and non-cash charges for long-lived assets. ## How it works The usual build: EBITDA = net income + interest expense + income taxes + depreciation + amortization or, equivalently, operating income (EBIT) + depreciation + amortization. Companies frequently report **adjusted EBITDA**, which strips out additional items such as stock-based compensation, restructuring costs, acquisition expenses and impairments. Because definitions vary, adjusted EBITDA for two companies is often not comparable. SEC rules require a reconciliation to net income when a company presents it. EBITDA is the basis for common ratios: - **EV/EBITDA:** enterprise value (market cap plus net debt) divided by EBITDA, a valuation multiple that is neutral to capital structure. - **Net debt/EBITDA:** a leverage measure used in loan covenants and by credit rating agencies. - **EBITDA margin:** EBITDA divided by revenue. ## Why it matters for traders EBITDA is popular for comparing companies with different debt loads and for valuing capital-heavy businesses, buyouts and turnarounds. Its weakness is that it ignores real costs: capital spending to maintain assets, interest that must be paid, taxes and working capital. A company can have positive EBITDA and still burn cash. Compare it with [free cash flow](https://www.quantisnow.com/glossary/free-cash-flow), and watch how many add-backs separate reported EBITDA from net income. ## Example Cobalt Ridge Mining (ticker CBRM) reports annual net income of $40 million, interest expense of $30 million, income taxes of $15 million, and depreciation and amortization of $65 million. EBITDA is 40 + 30 + 15 + 65 = $150 million. With net debt of $450 million, net debt/EBITDA is 3.0x. ## FAQ ### Is EBITDA the same as cash flow? No. It excludes capital expenditures, interest, taxes and working capital changes, all of which affect cash. ### Why do companies use adjusted EBITDA? To show profitability excluding items they view as non-recurring or non-cash, though definitions vary by company. ## Related terms - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Price-to-earnings ratio (P/E)](https://www.quantisnow.com/glossary/pe-ratio.md): A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Live feed: Financials](https://www.quantisnow.com/news/financials) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) --- # EDGAR > The SEC's electronic system where public companies, insiders and funds submit filings and where anyone can read them for free. Source: https://www.quantisnow.com/glossary/edgar Topic: Glossary / SEC filings Also known as: SEC EDGAR, EDGAR database, Electronic Data Gathering, Analysis, and Retrieval Last updated: 2026-10-27 EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the Securities and Exchange Commission's system for receiving, processing and publishing corporate and fund filings. Every 10-K, 8-K, Form 4, proxy statement and registration statement filed with the [SEC](https://www.quantisnow.com/glossary/sec) lands on EDGAR, where it becomes public at no cost. ## How it works Filers submit documents electronically with access credentials issued by the SEC. Once a submission is accepted, it is assigned an accession number and published on [sec.gov](https://www.sec.gov/edgar/search/), usually within seconds to minutes. Each company has a permanent CIK (Central Index Key) number, so its full filing history stays searchable even after a name or ticker change. Financial statements are also tagged in XBRL, which lets software pull revenue, earnings and balance sheet items directly from filings. EDGAR accepts filings on business days during set hours. Most filings submitted after the 5:30 p.m. ET cutoff are treated as filed on the next business day, although some forms, including Section 16 insider reports, receive same-day credit up to 10 p.m. ET. ## Why it matters for traders EDGAR is the primary source. Press releases, news stories and data vendors all derive from what is filed there, so the filing itself is usually the earliest and most complete version of the information. Material events such as an [8-K](https://www.quantisnow.com/glossary/form-8-k) announcing a CEO exit, a [Form 4](https://www.quantisnow.com/glossary/form-4) showing an insider purchase, or a [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) from an activist can hit EDGAR before any headline appears. Late-evening filings are a known pattern: companies sometimes file bad news after the close, and it moves the stock in pre-market trading the next morning. ## Example At 4:42 p.m. ET, a hypothetical biotech, Northwind Therapeutics (ticker NWTX), files an 8-K on EDGAR disclosing that its CFO has resigned. The company issues no press release. Traders watching the raw EDGAR feed see the filing immediately, while the story reaches general news sites about 20 minutes later. ## FAQ ### Is EDGAR free to use? Yes. Searching and downloading filings on sec.gov costs nothing, and the SEC also offers free full-text search and data APIs. ### How fast do filings appear on EDGAR? Accepted filings are usually published within seconds to a few minutes of submission during filing hours. ## Related terms - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [Latest SEC filings](https://www.quantisnow.com/top/sec-filings) --- # Ex-dividend date > The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. Source: https://www.quantisnow.com/glossary/ex-dividend-date Topic: Glossary / Dividends Also known as: ex-date, ex-dividend, ex-div date Last updated: 2026-10-27 The ex-dividend date is the first trading day on which a stock trades without the right to receive its most recently declared [dividend](https://www.quantisnow.com/glossary/dividend). To collect the dividend, you must buy the shares before the ex-date; anyone who buys on or after it does not get that payment, and the seller does. ## How it works The ex-date exists because trades take time to settle. Since the US moved to [T+1 settlement](https://www.quantisnow.com/glossary/t-plus-1) on May 28, 2024, a trade settles one business day after execution. As a result, for regular cash dividends the ex-dividend date is now normally the same business day as the [record date](https://www.quantisnow.com/glossary/record-date). Under the earlier T+2 cycle, the ex-date fell one business day before the record date. There is an important exception: for large distributions, generally 25% or more of the stock's value, the ex-date is set as the first business day after the [payment date](https://www.quantisnow.com/glossary/payment-date). Sellers in between deliver the dividend through "due bills." On the ex-date, the stock's price typically opens lower by roughly the dividend amount, all else equal, because new buyers no longer receive the payment. ## Why it matters for traders The ex-date is the date that actually determines eligibility, so it is the one dividend investors schedule around. Buying a stock the day before the ex-date just to capture the dividend (a "dividend capture" strategy) rarely produces a free gain, since the price drop on the ex-date offsets it, and the dividend may be taxed at ordinary rates if the holding period for qualified dividends is not met. Options traders watch ex-dates because early exercise of in-the-money calls becomes more likely the day before. ## Example Pinecrest Foods (ticker PCFD) declares a $0.45 dividend with a record date of Thursday, May 14. Under T+1, the ex-date is also May 14. An investor who buys on Wednesday, May 13, receives the dividend. One who buys on May 14 does not. If PCFD closed at $36.00 on May 13, it might open near $35.55 on May 14, all else equal. ## FAQ ### If I buy on the ex-dividend date, do I get the dividend? No. You must buy before the ex-date. Buying on the ex-date or later means the seller gets the dividend. ### Can I sell on the ex-dividend date and still get the dividend? Yes. If you owned the shares before the ex-date, you can sell on the ex-date and still receive the payment. ## Related terms - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Payment date](https://www.quantisnow.com/glossary/payment-date.md): The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. - [Declaration date](https://www.quantisnow.com/glossary/declaration-date.md): The date a company's board announces a dividend, setting its amount, ex-dividend date, record date and payment date. - [T+1 settlement](https://www.quantisnow.com/glossary/t-plus-1.md): The US standard under which most stock trades settle one business day after the trade date, in effect since May 28, 2024. - [Special dividend](https://www.quantisnow.com/glossary/special-dividend.md): A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) --- # Expiration date > The last day an options contract can be traded or exercised, after which it either settles or expires worthless. Source: https://www.quantisnow.com/glossary/expiration-date Topic: Glossary / Options Also known as: option expiration, options expiration, opex, expiry date Last updated: 2026-10-27 An expiration date is the last day an options contract can be traded or exercised. After it passes, the contract either settles (if it is in the money) or expires worthless. ## How it works Standard monthly US equity options expire on the third Friday of the month. Many stocks and ETFs also have weekly options that expire on other Fridays, and the most active index and ETF products have expirations every trading day. When an expiration Friday is a market holiday, expiration generally moves to the prior trading day. Trading in equity options stops at the end of the regular session on expiration day. Options that finish in the money by $0.01 or more are generally exercised automatically unless the holder instructs otherwise. Quarterly expirations in March, June, September and December, when stock options, index options and index futures expire together, are often called triple witching. ## Why it matters for traders - **Time decay accelerates.** Options lose extrinsic value fastest in the final weeks and days, which is what [theta](https://www.quantisnow.com/glossary/theta) measures. - **Expiration flows move stocks.** Large [open interest](https://www.quantisnow.com/glossary/open-interest) at a strike can lead to "pinning," where a stock gravitates toward that strike as dealers adjust hedges into the close. - **Pin risk.** A short option seller cannot be sure whether a contract right at the strike will be exercised, which can leave an unexpected stock position over the weekend. - **Catalyst timing.** Traders pick expirations that fall after an earnings date or a PDUFA date so the option is still alive when the news hits. ## Example On a Monday, Fabrikam Software (FBKM) trades at $80 and reports earnings Thursday after the close. A trader compares the $85 call expiring that Friday at $1.20 with the $85 call expiring in five weeks at $3.40. The weekly is cheaper but leaves only one trading day after earnings for the move to show up; the five-week option costs more but gives the trade time. ## FAQ ### What time do stock options expire? Trading in standard equity options ends at the close of regular trading (4:00 p.m. ET) on expiration day. Exercise instructions can typically still be submitted for a short window afterward, subject to broker cutoffs. ### What happens to an out-of-the-money option at expiration? It expires worthless and is removed from your account. The buyer loses the premium paid and the seller keeps it. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [0DTE options](https://www.quantisnow.com/glossary/zero-dte.md): Options traded on the same day they expire, most commonly on the S&P 500 index (SPX) and major index ETFs such as SPY and QQQ. - [Open interest](https://www.quantisnow.com/glossary/open-interest.md): The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Failure to deliver (FTD) > A trade in which the seller does not deliver the shares to the buyer by the settlement date, currently one business day after the trade (T+1). Source: https://www.quantisnow.com/glossary/failure-to-deliver Topic: Glossary / Short selling Also known as: fails to deliver, fail to deliver, FTDs, FTD data Last updated: 2026-10-27 A failure to deliver (FTD) occurs when the seller in a trade does not deliver the shares to the buyer by the settlement date. In the US, standard settlement for stocks is [T+1](https://www.quantisnow.com/glossary/t-plus-1), one business day after the trade, since May 28, 2024. ## How it works Most trades settle on time through the National Securities Clearing Corporation. When a seller's shares do not arrive, the result is recorded as a fail at the clearing agency. FTDs have several causes: - Operational or processing delays, such as shares held in certificate form - Long sellers who sell before their own shares have arrived - Short sellers who could not complete a borrow, including [naked short sales](https://www.quantisnow.com/glossary/naked-short-selling) - Market makers selling short to provide liquidity in fast markets [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho) Rule 204 requires clearing brokers to close out fails promptly by buying or borrowing shares, generally by the start of trading on the day after settlement for fails resulting from short sales. A stock with large, persistent fails, at least 10,000 shares and 0.5% of shares outstanding for five consecutive settlement days, is placed on a public threshold securities list and faces additional close-out requirements. The SEC publishes fails-to-deliver data for each security twice a month, with a lag. ## Why it matters for traders FTD data is one of the few public windows into settlement problems, and traders watch spikes in heavily shorted stocks as a sign that shares are hard to obtain. Because brokers must close out fails, a large FTD position can, in theory, translate into forced buying. The data has limits. It is aggregated, delayed and does not identify who failed or why. A spike alone does not prove naked shorting, and many fails resolve within a day. ## Example The SEC's twice-monthly file shows Fabrikam Software (FBKM) with fails of 180,000 shares on five consecutive settlement days. FBKM has 20 million shares outstanding, so 180,000 is 0.9% of shares outstanding. Because the fails exceed 10,000 shares and 0.5% of shares outstanding for five straight settlement days, FBKM appears on the exchange's threshold securities list. ## FAQ ### Where can I find failure to deliver data? The SEC publishes fails-to-deliver data by security on [sec.gov](https://www.sec.gov), covering each half of the month and released with a delay. ### Are failures to deliver illegal? Not by themselves. Fails happen for many legitimate reasons, but brokers must close them out under Regulation SHO, and deliberately failing to deliver can violate antifraud rules. ## Related terms - [Naked short selling](https://www.quantisnow.com/glossary/naked-short-selling.md): Selling shares short without first borrowing them or arranging to borrow them, which can leave the buyer without delivery at settlement. - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. - [T+1 settlement](https://www.quantisnow.com/glossary/t-plus-1.md): The US standard under which most stock trades settle one business day after the trade date, in effect since May 28, 2024. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) --- # Fast track designation > An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. Source: https://www.quantisnow.com/glossary/fast-track Topic: Glossary / Biotech and FDA Also known as: fast track, FDA fast track, fast track status Last updated: 2026-10-27 Fast track designation is an FDA program that expedites development and review of drugs intended to treat serious conditions and fill an unmet medical need. It is the most common of the FDA's expedited programs and can be granted early in development. ## How it works A sponsor can request fast track at any time after submitting an [IND](https://www.quantisnow.com/glossary/ind), and the FDA responds within 60 days. To qualify, a drug must target a serious condition and show the potential to address an unmet need, which can be supported by nonclinical or early clinical data. "Unmet need" covers conditions with no therapy as well as cases where the drug may be better than existing options, for example on efficacy, safety or reduced side effects. Benefits include: - More frequent meetings and written communication with the FDA. - **Rolling review:** the sponsor can submit completed sections of its [NDA](https://www.quantisnow.com/glossary/nda) or BLA as they are ready, rather than waiting to file everything at once. - Eligibility for [priority review](https://www.quantisnow.com/glossary/priority-review) and [accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval) if criteria are met. The FDA can withdraw the designation if the drug no longer meets the criteria. ## Why it matters for traders Fast track headlines are frequent, especially from small-cap biotechs, and often produce a brief pop. Because the bar is lower than [breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy), the market usually treats it as a modest positive: it confirms the target disease is serious and may shave time off the filing, but says little about whether the drug works. ## Example Northwind Therapeutics (NWTX) has an IND in effect for a drug targeting a rare kidney disease with no approved treatments. Based on animal data, it requests fast track and receives it 58 days later. Two years on, it uses rolling review to submit the nonclinical and manufacturing modules of its NDA months before the clinical data are complete. ## FAQ ### Does fast track mean the drug will be approved faster? It can shorten the overall timeline through rolling review and more FDA interaction, but the approval standard does not change. ### How is fast track different from priority review? Fast track applies during development and filing. Priority review sets a shorter 6-month review clock once an application is accepted. ## Related terms - [Breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy.md): An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. - [Orphan drug designation](https://www.quantisnow.com/glossary/orphan-drug-designation.md): An FDA status for drugs treating rare diseases affecting fewer than 200,000 people in the US, bringing incentives such as 7 years of market exclusivity. - [Investigational New Drug application (IND)](https://www.quantisnow.com/glossary/ind.md): The FDA filing a sponsor must have in effect before testing an unapproved drug or biologic in humans in the United States. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) --- # FDA advisory committee (AdCom) > A panel of outside experts that reviews a drug or device application in a public meeting and votes on questions such as whether benefits outweigh risks. Source: https://www.quantisnow.com/glossary/advisory-committee Topic: Glossary / Biotech and FDA Also known as: AdCom, advisory committee meeting, FDA panel, ODAC Last updated: 2026-10-27 An FDA advisory committee (AdCom) is a panel of independent experts, such as physicians, statisticians and patient and consumer representatives, that the FDA convenes to review a product application in a public meeting and give non-binding advice. Panels are organized by therapeutic area; the Oncologic Drugs Advisory Committee (ODAC) is one of the best known. ## How it works The FDA decides when to call a meeting, often for first-in-class drugs, close calls on efficacy or safety, or products raising broad public health questions. Meetings are announced in the Federal Register. Shortly before the meeting, typically two business days, the FDA posts briefing documents from both its reviewers and the sponsor. At the meeting the sponsor presents, FDA reviewers present, the public comments, and the panel discusses and votes on questions posed by the FDA, such as whether the data show a favorable benefit-risk profile. The vote is advisory. The FDA usually acts in line with its panels but not always. A well-known exception: an FDA panel voted overwhelmingly against Biogen's Alzheimer's drug aducanumab in November 2020, and the agency granted it [accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval) in June 2021. ## Why it matters for traders AdComs create two catalysts ahead of the [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date): - **Briefing documents.** The FDA reviewers' tone is scrutinized line by line, and stocks often move sharply on release day. - **The vote.** Usually announced live, with trading often halted during the meeting. A negative vote raises the odds of a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). The specific question wording and the margin of the vote both matter. ## Example Northwind Therapeutics (NWTX) faces an AdCom three months before its PDUFA date. Briefing documents flag a safety imbalance, and shares fall 20%. At the meeting, the panel votes 9 to 4 that benefits outweigh risks, and NWTX recovers most of the drop when trading resumes. ## FAQ ### Does the FDA have to follow an advisory committee vote? No. The vote is non-binding, though the FDA follows its panels in most cases. ### Does every drug get an advisory committee? No. Most approvals happen without one; the FDA convenes panels selectively. ## Related terms - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. - [Premarket approval (PMA)](https://www.quantisnow.com/glossary/pma.md): The FDA's most rigorous review pathway for high-risk Class III medical devices, requiring scientific evidence of safety and effectiveness. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) --- # FINRA > The self-regulatory organization that oversees US broker-dealers, licenses their representatives and collects short interest and off-exchange trade data. Source: https://www.quantisnow.com/glossary/finra Topic: Glossary / Market structure Also known as: Financial Industry Regulatory Authority Last updated: 2026-10-27 FINRA, the Financial Industry Regulatory Authority, is the self-regulatory organization that writes and enforces rules for US broker-dealers, under the oversight of the [SEC](https://www.quantisnow.com/glossary/sec). It was formed in 2007 from the merger of the NASD and the member regulation arm of the New York Stock Exchange. ## How it works FINRA is not a government agency, but every brokerage that deals with the public must be a member. Its main jobs: - **Licensing and conduct.** It administers qualification exams such as the Series 7, examines member firms, and fines or bars brokers. Its BrokerCheck tool lists the history of firms and registered representatives. - **Market surveillance.** It monitors trading for manipulation and insider trading and refers cases to the SEC. - **Trade reporting.** Off-exchange trades, including those executed by wholesalers and in [dark pools](https://www.quantisnow.com/glossary/dark-pool), are reported through FINRA facilities. - **Data.** FINRA collects [short interest](https://www.quantisnow.com/glossary/short-interest) from brokers twice a month and publishes daily short sale volume files for off-exchange trades. ## Why it matters for traders Much of the data retail traders use to gauge short positioning comes from FINRA. The daily short volume files are often confused with short interest. [Short volume](https://www.quantisnow.com/glossary/short-volume) counts trades marked short that day, which includes routine market maker hedging, while short interest is the outstanding open short position as of a settlement date. A stock with 55% short volume is not necessarily heavily shorted. FINRA also publishes weekly volume statistics for alternative trading systems on a delay, which shows how much of a stock trades in dark pools. ## FAQ ### Is FINRA part of the government? No. FINRA is a private, nonprofit self-regulatory organization. The SEC approves its rules and can review its disciplinary decisions. ### How often does FINRA publish short interest? Twice a month, based on positions as of mid-month and end-of-month settlement dates, with publication several business days later. ## Related terms - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. - [OTC markets](https://www.quantisnow.com/glossary/otc-markets.md): Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. ## On Quantisnow - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) --- # Follow-on offering > A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. Source: https://www.quantisnow.com/glossary/follow-on-offering Topic: Glossary / IPOs and offerings Also known as: follow-on public offering, FPO, bought deal, overnight offering Last updated: 2026-10-27 A follow-on offering is any public sale of shares by a company after its [IPO](https://www.quantisnow.com/glossary/ipo). It can be primary, where the company issues new shares to raise capital, secondary, where existing shareholders sell their stock, or a mix of both. ## How it works Most follow-ons are sold off an effective [shelf registration](https://www.quantisnow.com/glossary/shelf-registration), so the company files a short prospectus supplement under Rule 424(b) instead of a full new registration statement. Common formats: - **Overnight or bought deal:** announced after the close, priced overnight, trading resumes the next morning at the new price - **Marketed deal:** a short roadshow over one to a few days before pricing - **Confidentially marketed public offering (CMPO):** the bank sounds out investors privately, then launches and prices quickly Follow-ons are usually priced at a discount to the last close, often a few percent for large caps and much more for small caps, and often carry a [greenshoe](https://www.quantisnow.com/glossary/greenshoe-option) and a short lock-up. ## Why it matters for traders Primary follow-ons add shares and cause [dilution](https://www.quantisnow.com/glossary/dilution), so stocks commonly drop toward the offering price on the announcement. The size of the discount and the use of proceeds matter: funding a late-stage trial or acquisition reads differently from plugging an operating gap. Biotechs often raise right after good data, when demand is strongest. Watch for after-hours announcements, the pricing press release the next morning and the prospectus supplement. ## Example Hypothetical Northwind Therapeutics (NWTX), with 50 million shares, closes at $25 after positive Phase 2 data. That evening it announces a $150 million offering and prices 6.67 million shares at $22.50, a 10% discount. The share count rises 13.3% to about 56.7 million, and NWTX opens at $23 the next morning. ## FAQ ### Why do stocks fall when a company announces an offering? New shares dilute existing holders, and the offering is usually priced below the market, which pulls the stock toward the deal price. ### Is a follow-on offering the same as a secondary offering? The terms are often used interchangeably. Strictly, a [secondary offering](https://www.quantisnow.com/glossary/secondary-offering) is a sale by existing holders, which does not add new shares. ## Related terms - [Secondary offering](https://www.quantisnow.com/glossary/secondary-offering.md): A sale of a public company's shares by existing holders such as founders or private equity, with proceeds going to the sellers, not the company. - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. ## On Quantisnow - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Latest stock offerings and dilution](https://www.quantisnow.com/top/stock-offerings) --- # Form 10-K > The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. Source: https://www.quantisnow.com/glossary/form-10-k Topic: Glossary / SEC filings Also known as: 10-K, annual report on Form 10-K, 10-K filing Last updated: 2026-10-27 Form 10-K is the annual report a US public company files with the SEC, containing audited financial statements and a comprehensive description of its business, risks and results for the fiscal year. It is the most complete single document a company publishes about itself. ## How it works The deadline depends on the company's filer status, measured mainly by public float: | Filer status | Deadline after fiscal year-end | |---|---| | Large accelerated filer ($700M+ public float) | 60 days | | Accelerated filer ($75M to $700M) | 75 days | | Non-accelerated filer | 90 days | Key sections include Item 1 (Business), Item 1A (Risk Factors), Item 1C (Cybersecurity), Item 3 (Legal Proceedings), Item 7 ([MD&A](https://www.quantisnow.com/glossary/mdna)), Item 8 (Financial Statements and the auditor's report) and Item 9A (Controls and Procedures). Executive compensation and governance information is usually incorporated from the [proxy statement](https://www.quantisnow.com/glossary/def-14a), filed within 120 days of year-end. The CEO and CFO certify the report under the Sarbanes-Oxley Act. A company that cannot file on time submits an [NT 10-K](https://www.quantisnow.com/glossary/form-nt-10-k), which grants a 15-calendar-day extension. ## Why it matters for traders Most of the headline numbers arrive earlier in the earnings release, so the 10-K rarely moves a stock on revenue or EPS alone. What moves it are the things not in the press release: a [going concern](https://www.quantisnow.com/glossary/going-concern) paragraph from the auditor, a disclosed material weakness in internal controls, new risk factors, customer concentration, or a change in how revenue is recognized. Compare risk factors and footnotes with the prior year; additions are often the story. ## Example A hypothetical retailer, Harbor Goods (HRBG), a large accelerated filer with a December 31 year-end, must file its 10-K by about March 1. Its 10-K reveals that its largest supplier accounts for 35% of inventory purchases, up from 20%, a concentration risk not mentioned on the earnings call. ## FAQ ### What is the difference between a 10-K and an annual report to shareholders? The 10-K is the SEC filing. The glossy annual report sent to shareholders is a separate document, though many companies now simply wrap the 10-K. ### Are 10-K financials audited? Yes. The financial statements in a 10-K are audited by an independent registered public accounting firm. ## Related terms - [Form 10-Q](https://www.quantisnow.com/glossary/form-10-q.md): The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. - [MD&A (Management's Discussion and Analysis)](https://www.quantisnow.com/glossary/mdna.md): The section of a 10-K or 10-Q where management explains results, trends, liquidity and capital resources in its own words. - [Form NT 10-K (notification of late filing)](https://www.quantisnow.com/glossary/form-nt-10-k.md): The SEC notice a company files when it cannot submit its 10-K on time, giving it a 15-calendar-day grace period under Rule 12b-25. - [Form 20-F](https://www.quantisnow.com/glossary/form-20-f.md): The annual report foreign private issuers file with the SEC, roughly equivalent to a 10-K, due within four months of fiscal year-end. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [SEC Form 10-K annual reports](https://www.quantisnow.com/categories/10-k) - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) --- # Form 10-Q > The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. Source: https://www.quantisnow.com/glossary/form-10-q Topic: Glossary / SEC filings Also known as: 10-Q, quarterly report on Form 10-Q, 10-Q filing Last updated: 2026-10-27 Form 10-Q is the quarterly report a US public company files with the SEC for each of its first three fiscal quarters. It contains unaudited financial statements reviewed by the company's auditor, along with management's discussion of results and updates on risks and legal matters. There is no 10-Q for the fourth quarter; the [Form 10-K](https://www.quantisnow.com/glossary/form-10-k) covers the full year. ## How it works Large accelerated and accelerated filers must file within 40 days of quarter-end; all other filers have 45 days. A company that misses the deadline can file an NT 10-Q for a five-calendar-day extension. The 10-Q has two parts. Part I holds the financial statements, footnotes, [MD&A](https://www.quantisnow.com/glossary/mdna) (Item 2), market risk disclosures and controls. Part II covers legal proceedings, updated risk factors, unregistered sales of equity, share repurchases, defaults, and other information, including disclosure of directors' and officers' adoption or termination of Rule 10b5-1 trading plans. ## Why it matters for traders The earnings release is a summary; the 10-Q is the full picture. Many companies file it the same day as earnings, but others file days later, and the details can change the read. Things to check: - The cash flow statement and balance sheet, which are often missing from the press release. - Changes to risk factors. - Subsequent events footnotes, such as financing deals after quarter-end. - [Going concern](https://www.quantisnow.com/glossary/going-concern) language for cash-burning companies. - Share repurchases and newly adopted insider trading plans. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), reports Q2 results by press release on August 6. Its 10-Q, filed August 8, shows $42 million of cash and a quarterly cash burn of $21 million, implying roughly two quarters of runway, and adds a going concern note. The stock drops 18% that day. ## FAQ ### Are 10-Q financials audited? No. They are reviewed by the independent auditor, a more limited procedure than an audit. ### Why is there no fourth-quarter 10-Q? The annual 10-K covers the full fiscal year, including the fourth quarter. ## Related terms - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [MD&A (Management's Discussion and Analysis)](https://www.quantisnow.com/glossary/mdna.md): The section of a 10-K or 10-Q where management explains results, trends, liquidity and capital resources in its own words. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Form NT 10-K (notification of late filing)](https://www.quantisnow.com/glossary/form-nt-10-k.md): The SEC notice a company files when it cannot submit its 10-K on time, giving it a 15-calendar-day grace period under Rule 12b-25. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [SEC Form 10-Q quarterly reports](https://www.quantisnow.com/categories/10-q) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) --- # Form 13F > A quarterly SEC report of US equity holdings by investment managers with $100 million or more in 13(f) securities, due 45 days after quarter end. Source: https://www.quantisnow.com/glossary/form-13f Topic: Glossary / Insiders and ownership Also known as: 13F filing, 13F-HR, 13F holdings report Last updated: 2026-10-27 Form 13F is the quarterly report that institutional investment managers exercising discretion over $100 million or more in Section 13(f) securities must file with the SEC, listing their holdings of those securities as of the last day of the quarter. It is due within 45 days after each calendar quarter ends. ## How it works - **Who files:** hedge funds, mutual fund advisers, pension funds, banks, insurers and other managers above the $100 million threshold. - **What is covered:** "13(f) securities," mainly US exchange-traded stocks, plus certain options, ETFs and convertible securities. The SEC publishes the official list. - **What is not covered:** short positions, most bonds, cash, and many non-US holdings. A fund that is net short a stock can look long on its 13F. - **Format:** a table of each position with issuer, CUSIP, number of shares, market value and voting authority. Option positions show the underlying share count, not the premium. - **Confidential treatment:** managers can request temporary confidentiality for positions they are still building, though the SEC grants this sparingly. ## Why it matters for traders 13Fs show where large managers were positioned, which is why "following the smart money" is a popular use. The limits are severe: data can be up to 45 days stale on filing day, shows only the quarter-end snapshot, and omits shorts and hedges. A position may have been sold before the 13F is public. 13Fs are best for spotting broad trends in [institutional ownership](https://www.quantisnow.com/glossary/institutional-ownership) and crowded holdings rather than for timing trades. ## Example Ironbridge Capital's 13F for the quarter ended June 30 is due by August 14. It shows a new position of 1.2 million shares of Lumen Grid Software (ticker LMGS) valued at $48,000,000, or $40 per share at quarter end. By the filing date the stock trades at $46, and nothing in the filing says whether Ironbridge still holds it. ## FAQ ### When are 13F filings due? Within 45 days after the end of each calendar quarter, so roughly mid-February, mid-May, mid-August and mid-November. ### Do 13Fs show short positions? No. Form 13F covers long positions in 13(f) securities only. ## Related terms - [Institutional ownership](https://www.quantisnow.com/glossary/institutional-ownership.md): The share of a company's stock held by institutions such as mutual funds, pensions, hedge funds and banks, usually estimated from 13F filings. - [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g.md): A short-form SEC disclosure for investors who own more than 5% of a company's voting stock but hold it passively, without intent to influence control. - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. ## On Quantisnow - [Form 13F explained](https://www.quantisnow.com/guides/form-13f-institutional-holdings) - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) --- # Form 144 > A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. Source: https://www.quantisnow.com/glossary/form-144 Topic: Glossary / Insiders and ownership Also known as: SEC Form 144, Rule 144 notice, notice of proposed sale of securities Last updated: 2026-10-27 Form 144 is the notice of proposed sale that an affiliate of a company (such as an officer, director or large holder), or a holder of restricted securities, files with the SEC when relying on Rule 144 to sell shares. It is required when the planned sales in any three-month period exceed 5,000 shares or $50,000 in aggregate sale price. ## How it works Rule 144 is the safe harbor that lets holders of restricted or "control" securities sell into the public market without registration, subject to conditions: a holding period for restricted stock, volume limits for affiliates, manner-of-sale rules and adequate current public information about the issuer. Form 144 is the notice piece. - **Timing:** filed concurrently with placing the sell order with a broker. - **Contents:** number of shares to be sold, approximate aggregate market value, the broker, the approximate sale date, and how and when the seller acquired the shares. - **Filing:** since April 2023, Form 144 must be filed electronically on EDGAR, which made it much easier to track. Form 144 is an intention, not a confirmation. The insider may sell fewer shares or none. The actual sale shows up later on [Form 4](https://www.quantisnow.com/glossary/form-4). ## Why it matters for traders Form 144 is often the earliest public hint that an insider is selling, sometimes a day or more before the Form 4. Size matters: compare the proposed sale to the insider's holdings and to average daily volume. Many Form 144s relate to [Rule 10b5-1 plans](https://www.quantisnow.com/glossary/rule-10b5-1-plan) or to sales after a [lock-up period](https://www.quantisnow.com/glossary/lock-up-period) ends, which makes them less informative. ## Example The founder of Lumen Grid Software (ticker LMGS) files a Form 144 to sell 200,000 shares with an aggregate market value of $8,000,000, implying about $40 per share. The filing notes the shares came from stock options exercised in prior years. Two days later her Form 4 shows she sold 120,000 shares, not the full 200,000. ## FAQ ### Does a Form 144 mean the insider already sold? No. It is a notice of a proposed sale. Check the subsequent Form 4 for the actual transaction. ### What is the Form 144 threshold? A Form 144 is required if sales in a three-month period exceed 5,000 shares or $50,000. ## Related terms - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. - [Rule 10b5-1 trading plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan.md): A prearranged written plan that lets insiders buy or sell stock on a set schedule, providing an affirmative defense against insider trading claims. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. ## On Quantisnow - [Form 144 explained](https://www.quantisnow.com/guides/form-144-explained) - [Live feed: Insider Trading](https://www.quantisnow.com/news/insider-trading) - [Insider trading tracker](https://www.quantisnow.com/insiders) --- # Form 15 > The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations. Source: https://www.quantisnow.com/glossary/form-15 Topic: Glossary / SEC filings Also known as: Form 15 deregistration, going dark filing Last updated: 2026-10-27 Form 15 is the certification a company files with the SEC to terminate the registration of a class of securities under Section 12(g) of the Exchange Act, or to suspend its duty to file reports under Section 13(a) or 15(d). In plain terms, it is how a company stops filing 10-Ks, 10-Qs and 8-Ks, often called "going dark." ## How it works A company is generally eligible when a class of securities is held of record by fewer than 300 persons, or fewer than 500 persons if its total assets have not exceeded $10 million at the end of each of its last three fiscal years. Holders "of record" count brokerage accounts held in street name as a single holder, which is why many companies with thousands of beneficial owners still qualify. For stocks listed on an exchange, the listing must be removed first, which is done with a [Form 25](https://www.quantisnow.com/glossary/form-25). Filing Form 15 generally suspends periodic reporting obligations immediately, while termination of Section 12(g) registration becomes effective 90 days later. Form 15 is also filed routinely after an acquisition closes, because the target's shares no longer exist as a separately held class. ## Why it matters for traders After a merger, a Form 15 is a formality. For an operating company that is still trading, going dark is usually bad for minority shareholders: the stock moves to [OTC markets](https://www.quantisnow.com/glossary/otc-markets), information dries up, liquidity falls, and many institutions are no longer allowed to hold it. Companies justify the move by citing compliance costs, but the share price typically drops sharply on the announcement. Going dark is different from a formal [going-private](https://www.quantisnow.com/glossary/going-private) transaction, where holders are bought out for cash. ## Example A hypothetical small industrial company, Pinecrest Tool (PNCT), has 280 holders of record and spends about $1.5 million a year on public company costs. It announces it will voluntarily delist from Nasdaq, files a Form 25, and then files a Form 15. Its shares move to the OTC market, and the stock falls 35% over the following week. ## FAQ ### Does a Form 15 mean the company is going out of business? No. The company continues operating; it simply stops filing public reports with the SEC. ### Can shareholders still trade after a Form 15? Usually yes, on OTC markets, though liquidity and available information are typically much lower. ## Related terms - [Form 25](https://www.quantisnow.com/glossary/form-25.md): The SEC filing that removes a class of securities from listing on a national exchange, made by either the exchange or the company. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Going-private transaction](https://www.quantisnow.com/glossary/going-private.md): A deal in which a public company's shares are bought out, often by private equity, insiders or a controlling holder, and the stock stops trading. - [OTC markets](https://www.quantisnow.com/glossary/otc-markets.md): Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [OTC-traded companies](https://www.quantisnow.com/exchanges/otc) --- # Form 20-F > The annual report foreign private issuers file with the SEC, roughly equivalent to a 10-K, due within four months of fiscal year-end. Source: https://www.quantisnow.com/glossary/form-20-f Topic: Glossary / SEC filings Also known as: 20-F, 20-F annual report Last updated: 2026-10-27 Form 20-F is the annual report that a foreign private issuer, a non-US company that meets the SEC's definition, files with the SEC. It plays the same role as a US company's [Form 10-K](https://www.quantisnow.com/glossary/form-10-k), and it is due within four months after the end of the fiscal year. ## How it works A 20-F covers the business, risk factors, operating and financial review (the foreign equivalent of MD&A), directors and compensation, major shareholders, related-party transactions, and audited financial statements. Financials can be prepared under US GAAP, under IFRS as issued by the IASB without reconciliation, or under home-country standards with a reconciliation to US GAAP. Foreign private issuers are not required to file quarterly reports on Form 10-Q. Instead, they furnish material information on [Form 6-K](https://www.quantisnow.com/glossary/form-6-k) as they publish it at home. They are also exempt from the US proxy rules and from [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd). Some foreign companies choose to file 10-Ks and 10-Qs voluntarily, and eligible Canadian issuers can use Form 40-F under the multijurisdictional disclosure system. ## Why it matters for traders Many widely traded ADRs, including large Chinese, Israeli and European companies, report through 20-Fs. The longer deadline means the full annual report can arrive months after earnings were announced. Read the sections that do not appear in press releases: the variable interest entity (VIE) structure and related regulatory risks for many China-based companies, auditor inspection issues, dual-class voting control, and the major shareholders table. Because these companies do not file quarterly 10-Qs, the 20-F is often the only fully audited, detailed look at the business each year. ## Example A hypothetical Israel-based cybersecurity company, Cedar Shield (CDSH), has a December 31 fiscal year-end. It announces full-year results by press release, furnished on a 6-K, on February 12, and files its 20-F on March 28, well within the April 30 deadline. The 20-F discloses that its top three customers account for 41% of revenue. ## FAQ ### What is a foreign private issuer? A non-US company that does not have more than 50% of its voting securities held by US residents, or, if it does, does not meet other tests such as a majority of US executives or assets. ### Do 20-F filers report quarterly? They are not required to file 10-Qs. Many furnish quarterly results on Form 6-K because their home market or exchange requires it. ## Related terms - [Form 6-K](https://www.quantisnow.com/glossary/form-6-k.md): The SEC form foreign private issuers use to furnish material information they publish at home, such as earnings releases and major announcements. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Form F-1](https://www.quantisnow.com/glossary/form-f-1.md): The SEC registration statement foreign private issuers use for an IPO or other securities offering in the US, the foreign counterpart to Form S-1. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Form 25 > The SEC filing that removes a class of securities from listing on a national exchange, made by either the exchange or the company. Source: https://www.quantisnow.com/glossary/form-25 Topic: Glossary / SEC filings Also known as: Form 25-NSE, notification of removal from listing Last updated: 2026-10-27 Form 25 is the notification of removal from listing and registration filed with the SEC when a class of securities is delisted from a national securities exchange such as Nasdaq or the NYSE. It can be filed by the exchange, after an involuntary delisting, or by the company itself, for a voluntary delisting. When an exchange files it, the form type on EDGAR appears as 25-NSE. ## How it works Delisting becomes effective 10 days after the Form 25 is filed. Deregistration of the securities under Section 12(b) of the Exchange Act follows 90 days after filing, unless the SEC sets a shorter period. For a voluntary delisting, the company must give the exchange written notice of its intent at least 10 days before filing the Form 25, and publicize the decision through a press release and its website. It also discloses the decision on an 8-K under [Item 3.01](https://www.quantisnow.com/glossary/8-k-item-3-01). For an involuntary delisting, the exchange files the Form 25 after the company has exhausted its cure periods and any appeals, or immediately after events such as bankruptcy in some cases. Form 25 is also filed when a merger closes and the target's shares stop trading, or when a company moves its listing to another exchange. ## Why it matters for traders The Form 25 is the formal end of a stock's exchange listing. For distressed companies, it usually means the stock will continue on [OTC markets](https://www.quantisnow.com/glossary/otc-markets) with reduced liquidity and wider spreads. Many institutional holders and index funds must sell before or shortly after delisting, which can pressure the price. A Form 25 tied to a voluntary delisting is often followed by a [Form 15](https://www.quantisnow.com/glossary/form-15) to stop SEC reporting. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), fails to cure a minimum bid price deficiency and loses its Nasdaq hearing panel appeal. Nasdaq suspends trading, and NWTX begins trading OTC. Nasdaq later files a Form 25-NSE on June 2; the delisting becomes effective June 12, and Section 12(b) deregistration takes effect around August 31. ## FAQ ### What is the difference between Form 25 and Form 15? Form 25 removes a security from exchange listing. Form 15 terminates registration or suspends SEC reporting. ### Can a stock trade after a Form 25? Yes, usually over the counter, though liquidity is typically much lower. ## Related terms - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [8-K Item 3.01: Notice of Delisting or Failure to Satisfy a Listing Rule](https://www.quantisnow.com/glossary/8-k-item-3-01.md): The 8-K item a company files after an exchange notifies it that it no longer meets a listing standard, or when it moves or ends its listing. - [Form 15](https://www.quantisnow.com/glossary/form-15.md): The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [OTC markets](https://www.quantisnow.com/glossary/otc-markets.md): Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Form 3 > The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders. Source: https://www.quantisnow.com/glossary/form-3 Topic: Glossary / Insiders and ownership Also known as: SEC Form 3, initial statement of beneficial ownership Last updated: 2026-10-27 Form 3 is the initial statement of beneficial ownership that an officer, director or holder of more than 10% of a registered class of equity securities must file with the SEC under Section 16(a) of the Securities Exchange Act. It establishes the baseline holdings that every later [Form 4](https://www.quantisnow.com/glossary/form-4) and [Form 5](https://www.quantisnow.com/glossary/form-5) is measured against. ## How it works - **Who files:** anyone who becomes a Section 16 insider: executive officers, directors, and [beneficial owners](https://www.quantisnow.com/glossary/beneficial-owner) of more than 10% of a class of registered equity. - **Deadline:** within 10 days of becoming an insider. For a company going public, insiders file by the effective date of the registration statement. - **What it lists:** every equity security the insider beneficially owns at that moment, including common stock, options, warrants, RSUs and convertible securities, plus whether ownership is direct or indirect (through a trust, LLC or family member). - **Even if empty:** a new director who owns zero shares still files a Form 3 showing no holdings. Form 3 is filed electronically on [EDGAR](https://www.quantisnow.com/glossary/edgar) and is public immediately. ## Why it matters for traders A Form 3 is rarely a price catalyst by itself, but it is a useful signal of change. A cluster of Form 3 filings often marks a new management team, a board refresh after an activist settlement, or an investor crossing 10% ownership. That last case is worth reading closely: a fund that files a Form 3 because it now owns more than 10% becomes subject to short-swing profit rules and must report every subsequent trade on Form 4. ## Example Northwind Therapeutics (ticker NWTX) appoints a new chief financial officer effective March 3. She holds 12,000 NWTX shares from a prior advisory role and receives a grant of 150,000 stock options on her start date. Her Form 3, due by March 13, shows 12,000 shares held directly and, depending on timing, the option grant (which may instead be reported on a Form 4). ## FAQ ### What is the difference between Form 3 and Form 4? Form 3 is a one-time snapshot filed when someone becomes an insider. Form 4 reports each later change in holdings, generally within two business days of the transaction. ### Does a 10% shareholder file Form 3? Yes. Anyone who becomes the beneficial owner of more than 10% of a registered class of equity securities must file a Form 3 within 10 days. ## Related terms - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Form 5](https://www.quantisnow.com/glossary/form-5.md): An annual SEC filing where insiders report exempt or small transactions that were not already disclosed on Form 4, due 45 days after fiscal year end. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. - [EDGAR](https://www.quantisnow.com/glossary/edgar.md): The SEC's electronic system where public companies, insiders and funds submit filings and where anyone can read them for free. ## On Quantisnow - [SEC Form 3 initial insider statements](https://www.quantisnow.com/categories/form-3) - [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) - [Insider trading tracker](https://www.quantisnow.com/insiders) - [Live feed: Insider Trading](https://www.quantisnow.com/news/insider-trading) --- # Form 4 > The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. Source: https://www.quantisnow.com/glossary/form-4 Topic: Glossary / Insiders and ownership Also known as: SEC Form 4, statement of changes in beneficial ownership, Form 4 filing Last updated: 2026-10-27 Form 4 is the statement of changes in beneficial ownership that officers, directors and more-than-10% holders must file with the SEC when they buy, sell or otherwise change their holdings of a company's equity. Most transactions must be reported before the end of the second business day after the trade. ## How it works Form 4 has two tables. Table I covers common stock; Table II covers derivatives such as options, warrants and convertible securities. Each line carries a transaction code. The ones traders watch most: | Code | Meaning | | --- | --- | | P | Open-market or private purchase | | S | Open-market or private sale | | A | Grant or award from the company | | M | Exercise or conversion of a derivative | | F | Shares withheld to pay exercise price or taxes | | G | Gift | Footnotes explain the details, including whether a sale was made under a [Rule 10b5-1 trading plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan). Since 2023 the form has a checkbox for trades under such plans. ## Why it matters for traders Code P is the signal most investors look for: an insider spending personal cash on shares at market prices. [Insider buying](https://www.quantisnow.com/glossary/insider-buying) by several insiders in a short window (a "cluster buy") tends to draw more attention than a single purchase. Sales are noisier, since insiders sell for taxes, diversification and pre-scheduled plans. Codes A, M and F are usually compensation mechanics and carry little information. Check the size relative to the insider's existing stake and salary, the price paid, and whether the trade came soon after an earnings release, when trading windows typically open. ## Example The CEO of Harbor Freightline (ticker HRBF) buys 40,000 shares at $12.50 on Monday, a $500,000 purchase. The Form 4 is due by Wednesday. It shows code P, a price of $12.50 and holdings after the trade of 640,000 shares, meaning the purchase raised her stake by about 6.7%. ## FAQ ### How long do insiders have to file a Form 4? Generally two business days after the transaction. Certain small or exempt transactions can be deferred to Form 5. ### Does every Form 4 mean an insider bought or sold on the market? No. Many Form 4s report grants, option exercises, tax withholding or gifts. Look at the transaction code. ## Related terms - [Form 3](https://www.quantisnow.com/glossary/form-3.md): The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders. - [Form 5](https://www.quantisnow.com/glossary/form-5.md): An annual SEC filing where insiders report exempt or small transactions that were not already disclosed on Form 4, due 45 days after fiscal year end. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. - [Rule 10b5-1 trading plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan.md): A prearranged written plan that lets insiders buy or sell stock on a set schedule, providing an affirmative defense against insider trading claims. - [Form 144](https://www.quantisnow.com/glossary/form-144.md): A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. ## On Quantisnow - [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) - [SEC Form 4 insider transactions](https://www.quantisnow.com/categories/form-4) - [Live feed: Insider Trading](https://www.quantisnow.com/news/insider-trading) - [Insider trading tracker](https://www.quantisnow.com/insiders) - [Latest insider purchases](https://www.quantisnow.com/top/insider-purchases) --- # Form 424B prospectus > A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. Source: https://www.quantisnow.com/glossary/form-424b Topic: Glossary / SEC filings Also known as: 424B, 424B prospectus, 424B5, 424B4, prospectus supplement Last updated: 2026-10-27 A Form 424B prospectus is a prospectus or prospectus supplement filed with the SEC under Rule 424(b) of the Securities Act. It is how companies publish the final terms of a registered offering, such as the price of an IPO or the size and price of a sale from a shelf registration. ## How it works The suffix number refers to the paragraph of Rule 424(b) the filing relies on. The ones traders see most often: | Filing | Typical use | |---|---| | 424B4 | Final prospectus with pricing for a non-shelf offering, such as many IPOs | | 424B5 | Prospectus supplement for a shelf takedown, including ATM programs | | 424B2 | Shelf takedowns, common for debt and structured notes | | 424B3 | Updates with substantive changes, often for resale registrations | | 424B7 | Adds selling shareholder information to a shelf | A final 424(b) prospectus is generally due no later than the second business day after pricing or first use. In shelf offerings, a "preliminary" 424B5 is often filed before the deal prices (sometimes after the close), and a final 424B5 follows with the price. ## Why it matters for traders For public companies, a 424B5 is usually the moment a shelf becomes actual [dilution](https://www.quantisnow.com/glossary/dilution). The filing shows the number of shares, price per share, discount to the market, warrants, underwriter fees and use of proceeds. A preliminary 424B5 filed after 4 p.m. typically means an overnight offering, with pricing announced before the next open, often at a discount to the last close. A 424B5 tied to an [at-the-market](https://www.quantisnow.com/glossary/at-the-market-offering) program signals the company can sell into the market over time. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), closes at $12.00. At 4:15 p.m. it files a preliminary 424B5 for an underwritten offering under its S-3 shelf. Before the open, it files a final 424B5: 8 million shares at $10.50, a 12.5% discount, raising $84 million gross. NWTX opens near $10.60. ## FAQ ### What is the difference between 424B4 and 424B5? 424B4 typically carries final pricing for non-shelf deals such as IPOs. 424B5 is commonly used for prospectus supplements in shelf offerings. ### Does a 424B filing mean new shares are being sold? Usually, for primary offerings. A 424B3 or 424B7 for a resale registration covers existing holders selling, which does not raise cash for the company. ## Related terms - [Form S-3](https://www.quantisnow.com/glossary/form-s-3.md): The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) --- # Form 5 > An annual SEC filing where insiders report exempt or small transactions that were not already disclosed on Form 4, due 45 days after fiscal year end. Source: https://www.quantisnow.com/glossary/form-5 Topic: Glossary / Insiders and ownership Also known as: SEC Form 5, annual statement of beneficial ownership Last updated: 2026-10-27 Form 5 is the annual statement of changes in beneficial ownership that Section 16 insiders (officers, directors and more-than-10% holders) file to report transactions that were exempt from, or eligible for deferral from, [Form 4](https://www.quantisnow.com/glossary/form-4) reporting. It is due within 45 days after the end of the company's fiscal year. ## How it works Most insider transactions must be reported on Form 4 within two business days. A narrow set can wait until Form 5, including: - Certain small acquisitions below the reporting thresholds. - Some gifts and transfers that were exempt under the rules in force when they occurred. - Transactions the insider should have reported on Form 4 but did not (a late catch-up). If an insider has nothing to report for the year, no Form 5 is required, though some companies ask for a written statement confirming that. Many insiders voluntarily report deferrable transactions on Form 4 instead, so plenty of companies see few or no Form 5 filings. Form 5 filings cluster in February for calendar-year companies, since the deadline falls about mid-February. ## Why it matters for traders Form 5 is rarely market moving because it reports old, usually small or non-economic transactions. Still, it can reveal things worth noting: large gifts of stock (sometimes made shortly before bad news, which regulators and academics have studied), or a pattern of late reporting that suggests weak compliance. Delinquent Section 16 filings must also be disclosed in the company's proxy statement. ## Example A director of Cobalt Ridge Mining (ticker CBRM) gifted 5,000 shares to a family foundation in July and did not report it then. The company's fiscal year ends December 31, so the director's Form 5, filed by mid-February, lists the July gift with code G. ## FAQ ### When is Form 5 due? Within 45 days after the end of the issuer's fiscal year. For a calendar-year company that is mid-February. ### Is Form 5 the same as Form 4? They use a similar layout, but Form 4 reports changes within two business days while Form 5 is an annual catch-up for exempt or deferred transactions. ## Related terms - [Form 3](https://www.quantisnow.com/glossary/form-3.md): The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. ## On Quantisnow - [SEC Form 5 annual insider statements](https://www.quantisnow.com/categories/form-5) - [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) - [Insider trading tracker](https://www.quantisnow.com/insiders) --- # Form 6-K > The SEC form foreign private issuers use to furnish material information they publish at home, such as earnings releases and major announcements. Source: https://www.quantisnow.com/glossary/form-6-k Topic: Glossary / SEC filings Also known as: 6-K, 6-K filing Last updated: 2026-10-27 Form 6-K is the report a foreign private issuer furnishes to the SEC to share information it has made public in its home country, filed with a foreign stock exchange, or distributed to its shareholders. It is the closest foreign equivalent to a US company's [Form 8-K](https://www.quantisnow.com/glossary/form-8-k), though the trigger works differently. ## How it works A 6-K is required "promptly" after the information is made public elsewhere, if it is material. There is no list of numbered items and no four-business-day deadline. Common contents: - Quarterly or half-year earnings releases and interim financial statements. - Press releases on acquisitions, financings, executive changes and regulatory decisions. - Annual meeting notices and voting results. - Documents filed with the home-country regulator or exchange. 6-Ks are "furnished," not "filed," so they are not subject to Section 18 liability unless incorporated by reference. Companies often state explicitly that a 6-K is incorporated into an existing F-3 or S-8 registration statement. ## Why it matters for traders Foreign private issuers are not required to file 10-Qs, so for many ADRs the 6-K is where quarterly numbers appear on EDGAR. Because they file on home-market timing, 6-Ks for Asian or European companies often arrive overnight or early in the US morning, ahead of the US open. Since there is no item number, you have to open the exhibit to know whether a 6-K is a routine notice or a major announcement such as an offering, a delisting plan or a change in control. ## Example A hypothetical Dutch semiconductor equipment maker, Polder Lithics (PLDR), publishes third-quarter results in Amsterdam at 7:00 a.m. CET, which is 1:00 a.m. ET. It furnishes a 6-K with the release attached minutes later. By the US pre-market session, the ADR is already trading on the numbers. ## FAQ ### Is a 6-K the same as an 8-K? They serve a similar purpose, but the 6-K is triggered by home-country disclosure rather than a list of specific events, and it is furnished rather than filed. ### Do 6-Ks contain audited financials? Usually not. Interim results in a 6-K are typically unaudited. Audited annual statements appear in the Form 20-F. ## Related terms - [Form 20-F](https://www.quantisnow.com/glossary/form-20-f.md): The annual report foreign private issuers file with the SEC, roughly equivalent to a 10-K, due within four months of fiscal year-end. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Form F-1](https://www.quantisnow.com/glossary/form-f-1.md): The SEC registration statement foreign private issuers use for an IPO or other securities offering in the US, the foreign counterpart to Form S-1. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [Press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) --- # Form 8-K > The SEC "current report" a public company files to disclose material events, generally within four business days of the event. Source: https://www.quantisnow.com/glossary/form-8-k Topic: Glossary / SEC filings Also known as: 8-K, 8-K filing, current report Last updated: 2026-10-27 Form 8-K is the current report a US public company files with the SEC to announce material events between its quarterly and annual reports. Most items must be filed within four business days of the triggering event. ## How it works The form is organized into numbered items, each tied to a type of event. A single 8-K can cover several items at once. | Section | Common items | |---|---| | 1 | 1.01 material agreements, 1.02 terminations, 1.03 bankruptcy, 1.05 cybersecurity incidents | | 2 | 2.01 acquisitions, 2.02 earnings, 2.03 new debt, 2.05 restructuring, 2.06 impairments | | 3 | 3.01 delisting notices, 3.02 unregistered share sales | | 4 | 4.01 auditor changes, 4.02 non-reliance on financials | | 5 | 5.02 executive and director changes, 5.07 shareholder vote results | | 7 and 8 | 7.01 Regulation FD, 8.01 other events | | 9 | 9.01 financial statements and exhibits | Items 2.02 and 7.01 are "furnished" rather than "filed," which limits certain liability under the Exchange Act. Exhibits such as press releases, merger agreements and credit agreements are attached under Item 9.01. Companies correct or add to an earlier report with an 8-K/A amendment. ## Why it matters for traders The 8-K is where surprises surface: a CEO resignation, a terminated merger, a restatement warning, a going-private deal. The item number tells you the category before you read a word, which makes 8-Ks easy to filter and alert on. Watch for filings released after the close or late on Fridays, and read the exhibits, where the actual terms usually sit. ## Example A hypothetical retailer, Harbor Goods (HRBG), signs a $400 million credit facility on Monday. It must file an 8-K under Item 1.01 and Item 2.03 by Friday, attaching the credit agreement as an exhibit. ## FAQ ### How long does a company have to file an 8-K? Generally four business days after the event. Regulation FD disclosures under Item 7.01 can have shorter timing requirements. ### Is an 8-K the same as a press release? No. A press release is voluntary communication; the 8-K is a mandatory SEC filing, though companies often attach the press release to it. ## Related terms - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. - [8-K Item 5.02: Departure or Appointment of Directors and Officers](https://www.quantisnow.com/glossary/8-k-item-5-02.md): The 8-K item a company files when a director or key executive leaves or is appointed, or when it adopts or changes material executive pay arrangements. - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [8-K Item 8.01: Other Events](https://www.quantisnow.com/glossary/8-k-item-8-01.md): The catch-all 8-K item companies use to voluntarily report events they consider important to shareholders that no other item requires. - [Form 10-Q](https://www.quantisnow.com/glossary/form-10-q.md): The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. ## On Quantisnow - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Form D > The SEC notice a company files after first selling securities in an exempt private offering under Regulation D, disclosing the amount raised. Source: https://www.quantisnow.com/glossary/form-d Topic: Glossary / SEC filings Also known as: Regulation D filing, Reg D filing Last updated: 2026-10-27 Form D is the brief notice a company files with the SEC when it sells securities in a private offering exempt from registration under Regulation D, such as Rule 506(b) or 506(c), or under Section 4(a)(5). It is a notice, not a registration statement, and the SEC does not review or approve it. ## How it works Form D is due within 15 calendar days after the first sale of securities in the offering. Amendments are required annually if the offering is ongoing, and when certain information changes materially. The form is short and includes: - The issuer's name, industry, and executive officers and directors. - The exemption claimed. - The type of securities (equity, debt, options, pooled fund interests). - The total offering amount, the amount sold so far, and the amount remaining. - The number of investors, including any non-accredited investors. - Sales commissions and finders' fees, and whether proceeds go to insiders. Startups, private funds and many public companies all file Form Ds. Public companies doing a [PIPE](https://www.quantisnow.com/glossary/pipe) may file one alongside an 8-K under [Item 3.02](https://www.quantisnow.com/glossary/8-k-item-3-02). ## Why it matters for traders Form D filings give a window into private capital raising. For private companies, they often reveal a funding round before it is announced, along with the amount raised. For public small caps, they confirm the size and timing of private placements. They also show when hedge funds and private equity vehicles are raising new money. Note the limits: Form D gives no price per share or valuation, and "total offering amount" may be listed as indefinite. ## Example A hypothetical private AI startup, Quillwork, files a Form D on April 18 showing a $120 million equity offering, of which $95 million has been sold to 14 investors, with the first sale on April 5. That falls within the 15-day deadline, and the filing becomes public before Quillwork announces the round. ## FAQ ### Is a Form D a registration statement? No. It is a notice of an exempt offering, and the SEC does not review it. ### Does Form D show the valuation of the company? No. It shows amounts raised and sold, not the price per share or valuation. ## Related terms - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [8-K Item 3.02: Unregistered Sales of Equity Securities](https://www.quantisnow.com/glossary/8-k-item-3-02.md): The 8-K item a company files when it sells equity securities in a private, unregistered deal above certain size thresholds. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. ## On Quantisnow - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) --- # Form F-1 > The SEC registration statement foreign private issuers use for an IPO or other securities offering in the US, the foreign counterpart to Form S-1. Source: https://www.quantisnow.com/glossary/form-f-1 Topic: Glossary / SEC filings Also known as: F-1, F-1 filing, F-1 registration statement Last updated: 2026-10-27 Form F-1 is the registration statement a foreign private issuer files with the SEC to register securities for sale in the United States, most often for an [IPO](https://www.quantisnow.com/glossary/ipo) of shares or American depositary shares (ADSs). It is the foreign counterpart to the [Form S-1](https://www.quantisnow.com/glossary/form-s-1). ## How it works An F-1 contains a full prospectus: business overview, risk factors, use of proceeds, dilution, operating and financial review, management, principal shareholders, and audited financial statements under US GAAP, IFRS as issued by the IASB, or home-country standards reconciled to US GAAP. Disclosure items track those of the [Form 20-F](https://www.quantisnow.com/glossary/form-20-f), which the company will use for annual reports after listing. The process mirrors a US IPO. Issuers can submit drafts confidentially, then file publicly ahead of the roadshow, respond to SEC comments with F-1/A amendments, add the price range, and price once the SEC declares the registration effective. The final prospectus is filed under Rule 424(b). If the company lists ADSs, a separate Form F-6 registers the depositary shares. Seasoned foreign issuers can later use the shorter Form F-3, much as US companies use the S-3. ## Why it matters for traders F-1 filings cover many of the IPOs from China, Israel, Europe and Latin America, along with a steady flow of small-cap foreign listings on Nasdaq. Points worth checking: - The ADS ratio (how many ordinary shares each ADS represents), which affects per-share comparisons. - For China-based issuers, whether the company uses a VIE structure and how it describes regulatory risks. - Controlling shareholders and dual-class voting. - Deal size relative to the free float, since very small floats can lead to extreme volatility after listing. - After listing, the company reports on Forms 20-F and 6-K rather than 10-K and 10-Q. ## Example A hypothetical Singapore-based logistics company, Straits Freight, files an F-1 to list ADSs on Nasdaq, each representing two ordinary shares. It offers 5 million ADSs at an expected $8 to $10, raising $40 million to $50 million. At $9 per ADS, each ordinary share is valued at $4.50. ## FAQ ### What is the difference between an F-1 and an S-1? The F-1 is for foreign private issuers and follows foreign disclosure rules, including the option to use IFRS. The S-1 is for US domestic issuers. ### Do F-1 IPO companies file 10-Qs after listing? No. They generally file annual reports on Form 20-F and furnish interim updates on Form 6-K. ## Related terms - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. - [Form 20-F](https://www.quantisnow.com/glossary/form-20-f.md): The annual report foreign private issuers file with the SEC, roughly equivalent to a 10-K, due within four months of fiscal year-end. - [Form 6-K](https://www.quantisnow.com/glossary/form-6-k.md): The SEC form foreign private issuers use to furnish material information they publish at home, such as earnings releases and major announcements. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. ## On Quantisnow - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Latest IPO filings (Form S-1 and F-1)](https://www.quantisnow.com/top/ipo-filings) --- # Form NT 10-K (notification of late filing) > The SEC notice a company files when it cannot submit its 10-K on time, giving it a 15-calendar-day grace period under Rule 12b-25. Source: https://www.quantisnow.com/glossary/form-nt-10-k Topic: Glossary / SEC filings Also known as: NT 10-K, Form 12b-25, notification of late filing, NT 10-Q Last updated: 2026-10-27 Form NT 10-K is the notification of late filing, made on Form 12b-25, that a company submits when it cannot file its annual report on [Form 10-K](https://www.quantisnow.com/glossary/form-10-k) by the deadline. The equivalent for quarterly reports is the NT 10-Q. ## How it works The notice must be filed no later than one business day after the original due date. It explains why the report cannot be filed without unreasonable effort or expense. If the company then files the 10-K within 15 calendar days of the original deadline (5 calendar days for a 10-Q), the report is treated as timely, which preserves eligibility for short-form registration on [Form S-3](https://www.quantisnow.com/glossary/form-s-3). The form also asks whether the company expects significant changes in results from the prior year that will be reflected in the report, and if so, to describe them. Missing the extended deadline makes the company a late filer, which typically draws a deficiency notice from its exchange. ## Why it matters for traders Many NT filings are benign: a delayed audit for a small company, an acquisition that complicated year-end work, or an auditor transition. But a late filing can also be the first visible sign of serious trouble. Red flags include: - Explanations involving an audit committee investigation, revenue recognition questions, or internal control problems. - An auditor resignation or change shortly before the deadline. - Language suggesting a [restatement](https://www.quantisnow.com/glossary/8-k-item-4-02) of prior periods. - Uncertainty about the company's ability to continue as a [going concern](https://www.quantisnow.com/glossary/going-concern). - A second consecutive NT filing. Read Part IV of the form, where the company states whether it expects significant changes in results. ## Example A hypothetical medical device company, Bellwether Medical (BWMD), has a 10-K due March 16. On March 17 it files an NT 10-K citing an ongoing audit committee review of distributor revenue. The stock falls 22% that day. When BWMD misses the extended deadline of March 31, Nasdaq sends a deficiency notice, disclosed under 8-K Item 3.01. ## FAQ ### How long is the extension from an NT 10-K? 15 calendar days for a 10-K and 5 calendar days for a 10-Q, from the original due date. ### Is a late filing notice always bad news? No. Many are administrative. The stated reason, and whether it mentions investigations or restatements, matters most. ## Related terms - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Form 10-Q](https://www.quantisnow.com/glossary/form-10-q.md): The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. - [8-K Item 4.02: Non-Reliance on Previously Issued Financial Statements](https://www.quantisnow.com/glossary/8-k-item-4-02.md): The 8-K item a company files when its previously issued financial statements should no longer be relied on because of an error, signaling a restatement. - [8-K Item 3.01: Notice of Delisting or Failure to Satisfy a Listing Rule](https://www.quantisnow.com/glossary/8-k-item-3-01.md): The 8-K item a company files after an exchange notifies it that it no longer meets a listing standard, or when it moves or ends its listing. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [8-K Item 4.01: Changes in Registrant's Certifying Accountant](https://www.quantisnow.com/glossary/8-k-item-4-01.md): The 8-K item a company files when its independent auditor resigns, declines to stand for reappointment, or is dismissed, or a new one is engaged. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [SEC Form 10-K annual reports](https://www.quantisnow.com/categories/10-k) --- # Form S-1 > The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. Source: https://www.quantisnow.com/glossary/form-s-1 Topic: Glossary / SEC filings Also known as: S-1, S-1 filing, S-1 registration statement Last updated: 2026-10-27 Form S-1 is the registration statement a company files with the SEC to register securities for public sale, most often for an [initial public offering](https://www.quantisnow.com/glossary/ipo). It is the "long form," used by companies that are new to public markets or do not qualify for the shorter [Form S-3](https://www.quantisnow.com/glossary/form-s-3). ## How it works An S-1 contains a full prospectus: business description, risk factors, use of proceeds, dilution, capitalization, MD&A, management and executive compensation, principal shareholders and audited financial statements. Many issuers first submit a draft confidentially for SEC review, then file publicly at least 15 days before starting the roadshow. The SEC staff comments; the company responds with amendments (S-1/A). The price range typically appears in a later amendment shortly before the roadshow. When the SEC declares the registration effective, the deal prices, and the final prospectus is filed under Rule 424(b). Beyond IPOs, companies use the S-1 for follow-on offerings and for resale registrations covering shares sold in private placements, when they are not S-3 eligible. ## Why it matters for traders The S-1 is the first deep look at an IPO candidate's numbers. Watch: - Revenue growth, margins and cash burn over the periods presented. - The "Principal Stockholders" table, showing insider and venture ownership and voting control. - Dual-class share structures. - [Lock-up](https://www.quantisnow.com/glossary/lock-up-period) terms, which set when insiders can sell. - Use of proceeds, and how much goes to selling shareholders rather than the company. For smaller public companies, a resale S-1 often means previously restricted shares from a financing are about to become freely tradable. ## Example A hypothetical software company, Lumen Data, files a public S-1 on May 1. An S-1/A on May 20 sets a range of $18 to $21 for 10 million shares, implying $180 million to $210 million in gross proceeds. The deal prices at $22, above the range, on June 3, and Lumen Data lists the next morning. ## FAQ ### What is the difference between an S-1 and an S-3? The S-1 is the full long form for companies without an established reporting history. The S-3 is a shorter form for seasoned issuers that can incorporate their existing SEC reports by reference. ### Can I read an S-1 before the IPO? Yes. Once filed publicly, the S-1 and every amendment are available free on EDGAR. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Form S-3](https://www.quantisnow.com/glossary/form-s-3.md): The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. - [Quiet period](https://www.quantisnow.com/glossary/quiet-period.md): A stretch when a company or its underwriters limit public communication, most often around an IPO or in the weeks before an earnings release. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. ## On Quantisnow - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) - [SEC Form S-1 IPO registrations](https://www.quantisnow.com/categories/s-1) - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Latest IPO filings (Form S-1 and F-1)](https://www.quantisnow.com/top/ipo-filings) --- # Form S-3 > The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. Source: https://www.quantisnow.com/glossary/form-s-3 Topic: Glossary / SEC filings Also known as: S-3, S-3 shelf, S-3 registration statement, S-3ASR Last updated: 2026-10-27 Form S-3 is the simplified registration statement that eligible public companies use to register securities with the SEC. Because it incorporates the company's existing 10-K, 10-Q and 8-K filings by reference, it is short, and it is the standard vehicle for [shelf registrations](https://www.quantisnow.com/glossary/shelf-registration). ## How it works To use Form S-3, a company generally must have been reporting for at least 12 months and filed all required reports on time during that period. For unrestricted primary offerings, it also needs a public float of at least $75 million. Companies below $75 million can still use the S-3 for primary offerings if they have a class of stock listed on a national exchange, but the "baby shelf" rule limits sales to one-third of public float in any 12-month period. Well-known seasoned issuers (generally $700 million or more in public float) can file an automatic shelf, an S-3ASR, that becomes effective immediately on filing. A shelf registration is typically usable for up to three years. When the company actually sells, it files a prospectus supplement under [Rule 424(b)](https://www.quantisnow.com/glossary/form-424b) describing that takedown, which might be an underwritten deal, a registered direct offering or an [at-the-market](https://www.quantisnow.com/glossary/at-the-market-offering) program. ## Why it matters for traders An S-3 filing itself does not sell any shares, but it gives a company the ability to raise money quickly. For cash-burning small caps, a new or larger shelf often signals that an offering is coming, sometimes right after good news lifts the stock. Check the dollar amount relative to market cap and whether an ATM sales agreement is filed alongside it. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), has a public float of $60 million. Under the baby shelf rule, it can sell at most $20 million of stock under its S-3 in any 12-month period. After positive trial data lifts the float to $240 million, the cap no longer applies, and NWTX sells $100 million in an overnight offering. ## FAQ ### Does filing an S-3 mean the company is selling stock now? No. It registers securities for future sales. Actual sales are disclosed in prospectus supplements. ### What is the baby shelf rule? A limit for S-3 users with under $75 million in public float: primary sales cannot exceed one-third of public float in any 12 months. ## Related terms - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) --- # Form S-4 > The SEC registration statement used to register securities issued in mergers, acquisitions and exchange offers, often combined with a proxy statement. Source: https://www.quantisnow.com/glossary/form-s-4 Topic: Glossary / SEC filings Also known as: S-4, S-4 registration statement, merger proxy Last updated: 2026-10-27 Form S-4 is the registration statement a company files with the SEC to register securities it will issue in a business combination, such as a stock-for-stock merger, or in an exchange offer. When shareholders must vote on the deal, the S-4 usually doubles as the proxy statement, creating a combined "proxy statement/prospectus." ## How it works If an acquirer pays with its own shares, those shares are being offered to the target's shareholders and must be registered. The S-4 includes the [merger agreement](https://www.quantisnow.com/glossary/merger-agreement) terms, the background of the merger (the negotiation history), each board's reasons for the deal, fairness opinions from financial advisers, risk factors, pro forma combined financial statements, and information on both companies. The SEC reviews the filing, and amendments (S-4/A) follow. Once the SEC declares it effective, the definitive proxy statement/prospectus is mailed and the shareholder meeting is scheduled, typically at least 20 business days later. SPAC mergers, or [de-SPACs](https://www.quantisnow.com/glossary/de-spac), commonly use an S-4 (or F-4 for foreign targets). ## Why it matters for traders The S-4 is the most detailed public account of how a deal came together. The "Background of the Merger" section shows how many bidders were involved, what prices were discussed, and whether the target pushed for more. Fairness opinions reveal the valuation ranges bankers used. Projections disclosed in the S-4 show what management expects, often more candidly than earnings calls do. For [merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage) traders, the effectiveness date sets the timeline to the vote and closing. ## Example A hypothetical regional bank, Ridgeline Bancorp (RDGB), agrees to acquire Valley Trust in an all-stock deal: 0.80 RDGB shares for each Valley share. With RDGB at $40, that values Valley at $32 per share. RDGB files an S-4 six weeks later; the background section reveals that a second bidder had offered $30 in cash. ## FAQ ### When is an S-4 used instead of a proxy statement? When the acquirer issues new securities to the target's shareholders. All-cash deals typically need only a merger proxy, not an S-4. ### What is the difference between an S-4 and an F-4? The F-4 is the equivalent form for foreign private issuers. ## Related terms - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [SPAC (special purpose acquisition company)](https://www.quantisnow.com/glossary/spac.md): A shell company that raises cash in an IPO and places it in trust to acquire a private company, which becomes public through the merger. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Form S-8 > The SEC registration statement companies use to register shares issued to employees and directors under stock option and equity compensation plans. Source: https://www.quantisnow.com/glossary/form-s-8 Topic: Glossary / SEC filings Also known as: S-8, S-8 registration statement Last updated: 2026-10-27 Form S-8 is the registration statement a public company files to register securities offered to its employees, officers, directors and certain consultants under employee benefit plans, such as stock option plans, restricted stock unit plans and employee stock purchase plans. It becomes effective automatically on filing, without SEC review. ## How it works An S-8 is short. It incorporates the company's existing SEC reports by reference and lists the plan and the number of shares being registered. Companies typically file one after an IPO to register their existing equity plans, and again whenever shareholders approve an increase in the plan's share pool, often at the annual meeting. To use Form S-8, a company must be current in its SEC reporting, and shell companies cannot use it. The form cannot be used for capital-raising transactions or for consultants who promote the stock or help with fundraising. Once registered, shares issued to non-affiliated employees can generally be sold freely. Executives and directors who are affiliates still sell under [Rule 144](https://www.quantisnow.com/glossary/form-144) conditions and report sales on Form 4. ## Why it matters for traders An S-8 is not an offering to the public and does not raise money for the company, so it is generally not market-moving. It does show how much future [dilution](https://www.quantisnow.com/glossary/dilution) from stock compensation the company has set up. A large S-8 relative to [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding) is worth noting, particularly at companies with heavy stock-based pay. Shortly after an IPO, an S-8 combined with lock-up expiration means employees can begin selling. ## Example A hypothetical software company, Lumen Data (LMND), with 120 million shares outstanding, files an S-8 registering 6 million additional shares after shareholders approve an increase to its equity incentive plan. If all are eventually issued, the share count rises by 5%, before any buybacks. ## FAQ ### Does an S-8 mean the company is selling stock? No. It registers shares that will be issued to employees under compensation plans; it does not raise capital. ### Why don't S-8s get SEC review? The form is effective immediately on filing by design, because it covers routine employee plans for companies already reporting with the SEC. ## Related terms - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Form S-3](https://www.quantisnow.com/glossary/form-s-3.md): The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. - [Form 144](https://www.quantisnow.com/glossary/form-144.md): A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) --- # Free cash flow > The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. Source: https://www.quantisnow.com/glossary/free-cash-flow Topic: Glossary / Earnings and fundamentals Also known as: FCF, free cash flow per share Last updated: 2026-10-27 Free cash flow (FCF) is the cash a company produces from its operations minus the money it spends on capital expenditures. It shows how much cash is left over to repay debt, pay [dividends](https://www.quantisnow.com/glossary/dividend), buy back shares, make acquisitions or build a cash cushion. ## How it works The most common formula, taken from the cash flow statement in a 10-Q or 10-K: Free cash flow = cash flow from operating activities - capital expenditures (purchases of property and equipment) Variations exist. Some companies subtract capitalized software costs or finance lease payments, others report "adjusted free cash flow" that excludes items like restructuring payments. FCF is a [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) measure, so check the company's definition. Related metrics: - **FCF margin:** FCF divided by revenue. - **FCF yield:** FCF divided by market capitalization, a valuation metric. - **FCF per share:** FCF divided by diluted shares. ## Why it matters for traders Earnings can be shaped by accounting choices, but cash is harder to dress up. Traders watch FCF to check whether reported profits turn into cash, whether a dividend or buyback is covered, and how long a cash-burning company can last before raising money. Negative free cash flow in an unprofitable small-cap often precedes an equity offering, and severe cash burn can lead to a [going concern](https://www.quantisnow.com/glossary/going-concern) warning. Watch for one-off boosts: stretching payables, collecting receivables early or cutting needed capital spending can lift FCF temporarily. ## Example Pinecrest Foods (ticker PCFD) reports full-year cash from operations of $320 million and capital expenditures of $120 million, for free cash flow of $200 million. It paid $90 million in dividends and $60 million in buybacks, so $50 million remained. With a market cap of $4 billion, its FCF yield is 5%. ## FAQ ### How is free cash flow different from net income? Net income is an accounting profit that includes non-cash items. Free cash flow measures actual cash generated after capital spending. ### Can free cash flow be negative? Yes, when capital spending exceeds operating cash flow or operations consume cash. It is common for early-stage and fast-growing companies. ## Related terms - [EBITDA](https://www.quantisnow.com/glossary/ebitda.md): Earnings before interest, taxes, depreciation and amortization, a common proxy for operating profit before financing and non-cash charges. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Payout ratio](https://www.quantisnow.com/glossary/payout-ratio.md): The share of a company's earnings paid out as dividends, calculated as dividends per share divided by earnings per share. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [Live feed: Financials](https://www.quantisnow.com/news/financials) --- # Gamma > The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. Source: https://www.quantisnow.com/glossary/gamma Topic: Glossary / Options Also known as: option gamma, options gamma Last updated: 2026-10-27 Gamma is the rate at which an option's [delta](https://www.quantisnow.com/glossary/delta) changes for each $1 move in the underlying stock. If delta measures speed, gamma measures acceleration. ## How it works Gamma is positive for anyone who owns calls or puts and negative for anyone who has sold them. It is highest for [at-the-money](https://www.quantisnow.com/glossary/at-the-money) options and rises sharply as expiration approaches, which is why [0DTE options](https://www.quantisnow.com/glossary/zero-dte) can swing from nearly worthless to deep in the money within minutes. Deep in-the-money and far out-of-the-money options have low gamma. For small moves, the new delta is approximately the old delta plus gamma times the price change. ## Why it matters for traders Gamma matters most through market makers. A dealer who sells calls to customers is short gamma. To stay hedged, the dealer buys stock as the price rises and sells as it falls, which pushes in the same direction as the move. When customers buy large amounts of short-dated calls, that hedging can feed on itself: rising prices push deltas higher, dealers buy more shares, and the stock climbs further. This is often called a gamma squeeze, and it can combine with a [short squeeze](https://www.quantisnow.com/glossary/short-squeeze) in heavily shorted stocks. The reverse happens when dealers are long gamma: their hedging tends to dampen moves and can pin a stock near a large strike into expiration. For option sellers, high gamma means a position's risk can change very quickly. ## Example Contoso Robotics (CTSO) trades at $50. The $50 call expiring in five days has a delta of 0.50 and a gamma of 0.08. - If CTSO rises $1 to $51, delta becomes roughly 0.58. - If it rises another $1 to $52, delta is roughly 0.66 (gamma itself shifts slightly as the stock moves). A dealer short 1,000 of these calls would need to hold about 50,000 shares to hedge at $50, about 58,000 at $51 and about 66,000 at $52, buying into the rally each time. ## FAQ ### What is a gamma squeeze? A rapid rise in a stock driven partly by option dealers buying shares to hedge calls they have sold, as rising prices increase those calls' deltas. ### Why is gamma highest near expiration? With little time left, a small move in the stock can decide whether an at-the-money option finishes worth something or nothing, so its delta swings much faster. ## Related terms - [Delta](https://www.quantisnow.com/glossary/delta.md): How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. - [0DTE options](https://www.quantisnow.com/glossary/zero-dte.md): Options traded on the same day they expire, most commonly on the S&P 500 index (SPX) and major index ETFs such as SPY and QQQ. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Gap up and gap down > A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. Source: https://www.quantisnow.com/glossary/gap Topic: Glossary / Market structure Also known as: gap up, gap down, opening gap, price gap, gap fill Last updated: 2026-10-27 A gap up or gap down is a jump in a stock's price between one trading session and the next, leaving a range on the chart where no trading occurred. A gap up opens above the prior session's high; a gap down opens below its low. Many traders loosely use the term for any open well above or below the prior close. ## How it works Gaps happen because news arrives while the regular market is closed. Earnings after the close, FDA decisions, merger announcements, offerings and analyst rating changes before the open all reprice the stock in [after-hours](https://www.quantisnow.com/glossary/after-hours-trading) and [pre-market](https://www.quantisnow.com/glossary/pre-market-trading) trading, and the regular session opens at the new level. Common labels: - **Breakaway gap.** Starts a new trend, often on fundamental news. - **Exhaustion gap.** Comes late in a move and reverses soon after. - **Gap fill.** The price later trades back to the prior close, closing the gap. ## Why it matters for traders The open after a gap is one of the most volatile moments in a stock's day. Some gaps run all day as funds who missed the news buy in; others fade as early buyers take profits. Volume and the nature of the news usually separate the two: a gap backed by heavy [relative volume](https://www.quantisnow.com/glossary/relative-volume) and a fundamental change (an acquisition at a fixed price, a clean FDA approval) is more likely to hold than one driven by a vague press release. Gaps also expose the limits of protective orders. A [stop-loss order](https://www.quantisnow.com/glossary/stop-loss-order) cannot stop a loss that occurs while the market is closed; it fills at or near the gapped open. ## Example Hypothetical Northwind Therapeutics (ticker NWTX) trades between $9.40 and $10.20 and closes at $10.00. After the close it announces an acquisition by a large pharma company at $15.00 per share in cash. The next morning it opens at $14.60, a gap up of 46%. With a fixed cash price, the stock is unlikely to fill the gap unless the deal is in doubt. ## FAQ ### Do gaps always get filled? No. Many gaps fill within days or weeks, but gaps caused by a fundamental repricing, such as a cash acquisition or a failed drug trial, can remain open indefinitely. ## Related terms - [Pre-market trading](https://www.quantisnow.com/glossary/pre-market-trading.md): Trading in US stocks before the 9:30 a.m. ET open, typically from 4:00 a.m. ET, with thinner liquidity and wider spreads. - [After-hours trading](https://www.quantisnow.com/glossary/after-hours-trading.md): Trading in US stocks after the 4:00 p.m. ET close, usually until 8:00 p.m. ET, when earnings and other news often break. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. - [Stop-loss order](https://www.quantisnow.com/glossary/stop-loss-order.md): An order that becomes a market order to sell (or buy) once a stock trades at a specified stop price, used to limit losses. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. ## On Quantisnow - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Trending tickers](https://www.quantisnow.com/top/trending) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # Go-shop period > A window after a merger agreement is signed during which the target may actively solicit competing bids, usually with a reduced break-up fee. Source: https://www.quantisnow.com/glossary/go-shop Topic: Glossary / Mergers and acquisitions Also known as: go-shop, go-shop provision, go-shop clause Last updated: 2026-10-27 A go-shop period is a provision in a [merger agreement](https://www.quantisnow.com/glossary/merger-agreement) that lets the target company actively seek higher offers from other buyers for a limited time after signing. It is the opposite of a standard no-shop clause, which bars the target from soliciting rival bids. ## How it works Go-shops are most common in private equity [going-private transactions](https://www.quantisnow.com/glossary/going-private) and in deals reached without a full auction. The window typically lasts about 30 to 45 days. During it, the target's bankers contact potential bidders and share information under confidentiality agreements. If a superior proposal emerges, the original buyer usually has matching rights, a few days to improve its offer. If the target ultimately terminates for a bidder that surfaced during the go-shop, it typically pays a lower [termination fee](https://www.quantisnow.com/glossary/termination-fee) than the standard fee that applies afterward. Once the go-shop ends, a no-shop takes over: the target can still respond to unsolicited superior proposals but cannot go looking for them. ## Why it matters for traders A go-shop creates a defined window for a possible topping bid, so the target's stock may trade close to or slightly above the offer price during it. In practice, most go-shops end without a competing offer, and the stock settles into a normal [deal spread](https://www.quantisnow.com/glossary/deal-spread). Watch for the press release announcing the go-shop's expiration, which typically states how many parties were contacted and whether any proposals were received. ## Example Hypothetical Northwind Logistics (NWLG) agrees to be acquired by a private equity firm for $28 per share, with a 40-day go-shop. The termination fee is 1.5% of equity value for a go-shop bidder and 3.5% afterward. Bankers contact 45 parties; none submits a proposal. NWLG, which had traded at $28.10 during the go-shop, drifts to $27.40 after the period ends. ## FAQ ### Do go-shop periods usually produce higher bids? Usually not. Most go-shops end without a topping bid, but the possibility helps the board show it sought the best price. ### Why would a buyer agree to a go-shop? It lets the target's board satisfy its duty to get the best price without a full auction, which can help the buyer sign a deal faster. ## Related terms - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Termination fee (break-up fee)](https://www.quantisnow.com/glossary/termination-fee.md): A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. - [Going-private transaction](https://www.quantisnow.com/glossary/going-private.md): A deal in which a public company's shares are bought out, often by private equity, insiders or a controlling holder, and the stock stops trading. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Deal spread](https://www.quantisnow.com/glossary/deal-spread.md): The gap between an acquisition target's market price and the value of the offer, reflecting the market's view of closing risk and time. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) --- # Going concern warning > A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. Source: https://www.quantisnow.com/glossary/going-concern Topic: Glossary / Earnings and fundamentals Also known as: going concern doubt, going concern opinion, substantial doubt about ability to continue as a going concern Last updated: 2026-10-27 A going concern warning is a disclosure that there is substantial doubt about a company's ability to continue operating and meet its obligations as they come due. Under US GAAP (ASC 205-40), management must evaluate this each reporting period for the one-year period after the financial statements are issued, and the auditor adds an explanatory paragraph to its report on annual statements when it concludes substantial doubt exists. ## How it works Common triggers include recurring losses, negative operating cash flow, low cash relative to burn, upcoming debt maturities, covenant breaches or loss of a key customer or financing source. - **Management disclosure:** appears in the notes to the financial statements in a [10-K](https://www.quantisnow.com/glossary/form-10-k) or 10-Q, along with management's plans (raising capital, cutting costs, selling assets). - **Alleviated doubt:** if management's plans are probable of resolving the issue, the company discloses the conditions and plans but states that substantial doubt has been alleviated. - **Auditor paragraph:** in the annual audit report, flagged under a heading about the company's ability to continue as a going concern. ## Why it matters for traders A going concern warning tells you the company needs money soon. For small-caps and biotechs, that usually means [dilution](https://www.quantisnow.com/glossary/dilution) through an [ATM offering](https://www.quantisnow.com/glossary/at-the-market-offering), a registered direct or a PIPE, often at a discount. It can also trigger debt covenant defaults, hurt relationships with suppliers and customers, and, at the extreme, precede a [Chapter 11](https://www.quantisnow.com/glossary/chapter-11) filing. The warning is frequently already expected for cash-burning companies, so the reaction depends on how much cash is left and whether financing is lined up. ## Example Northwind Therapeutics (ticker NWTX) ends the year with $30 million in cash and burns about $12 million per quarter. That covers roughly 2.5 quarters, well short of the 12 months after its 10-K is issued. The 10-K includes a going concern paragraph, and NWTX announces a $25 million registered direct offering the following week. ## FAQ ### Does a going concern warning mean bankruptcy? No. Many companies raise money and continue operating. It means there is substantial doubt over the next year without new financing or other action. ### Where do I find a going concern warning? In the auditor's report and financial statement notes of the 10-K, and in the notes of a 10-Q when management identifies the doubt. ## Related terms - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Chapter 11 bankruptcy](https://www.quantisnow.com/glossary/chapter-11.md): A US bankruptcy process that lets a company keep operating while it restructures its debts under court supervision through a plan of reorganization. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [SEC Form 10-K annual reports](https://www.quantisnow.com/categories/10-k) - [Live feed: Financials](https://www.quantisnow.com/news/financials) --- # Going-private transaction > A deal in which a public company's shares are bought out, often by private equity, insiders or a controlling holder, and the stock stops trading. Source: https://www.quantisnow.com/glossary/going-private Topic: Glossary / Corporate actions Also known as: going private, take-private, take-private deal, Rule 13e-3 transaction Last updated: 2026-10-27 A going-private transaction is a deal that turns a publicly traded company into a private one, usually by having a buyer acquire all of the public shares for cash, after which the stock is delisted and the company stops filing reports with the SEC. Buyers are typically private equity firms, management teams or an existing controlling shareholder. ## How it works Most take-privates are structured as a cash merger approved by shareholders through a proxy statement, or as a [tender offer](https://www.quantisnow.com/glossary/tender-offer) followed by a second-step merger. When an affiliate such as management or a controlling holder is on the buying side, SEC Rule 13e-3 applies and the company must file a Schedule 13E-3 with detailed disclosure about fairness, the board's process and any conflicts. Boards usually form a special committee of independent directors and obtain a fairness opinion. Private equity deals are often leveraged buyouts funded largely with debt. After closing, the company files a [Form 25](https://www.quantisnow.com/glossary/form-25) to delist and a [Form 15](https://www.quantisnow.com/glossary/form-15) to deregister. ## Why it matters for traders The announced price sets a ceiling and a floor for the stock while the deal is pending, and it trades at a [deal spread](https://www.quantisnow.com/glossary/deal-spread) reflecting time and risk. Watch for a [go-shop period](https://www.quantisnow.com/glossary/go-shop) that could draw a higher bid, financing conditions, and shareholder pushback when insiders are buying. Lawsuits challenging the price are routine and rarely stop deals. Management buyouts get more scrutiny because insiders know more than public holders. ## Example Hypothetical software firm Northwind Analytics (NWAN) trades at $24 with 50 million shares. A private equity firm agrees to buy it for $32 per share in cash, a 33% premium and $1.6 billion in equity value, with a 30-day go-shop. NWAN jumps to $31.20, a spread of $0.80, or about 2.6%. ## FAQ ### What happens to my shares when a company goes private? At closing, they are converted into the right to receive the deal price, usually cash, which your broker deposits. You do not keep shares in the private company. ### Can shareholders block a going-private deal? If the deal requires a vote and holders reject it, yes. Many deals involving insiders also require approval from a majority of unaffiliated shareholders. ## Related terms - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Form 15](https://www.quantisnow.com/glossary/form-15.md): The SEC filing a company uses to terminate registration of a class of securities or suspend its periodic reporting obligations. - [Go-shop period](https://www.quantisnow.com/glossary/go-shop.md): A window after a merger agreement is signed during which the target may actively solicit competing bids, usually with a reduced break-up fee. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC DEF 14A proxy statements](https://www.quantisnow.com/categories/def-14a) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Greenshoe option (over-allotment) > An underwriter's option to sell up to 15% more shares than planned in an offering, used to stabilize the price after trading begins. Source: https://www.quantisnow.com/glossary/greenshoe-option Topic: Glossary / IPOs and offerings Also known as: greenshoe option, greenshoe, over-allotment option, overallotment option Last updated: 2026-10-27 A greenshoe option, formally an over-allotment option, gives the [underwriters](https://www.quantisnow.com/glossary/underwriter) of an offering the right to buy up to 15% more shares from the issuer (or selling holders) at the offering price, typically within 30 days. It lets underwriters support the stock price after an [IPO](https://www.quantisnow.com/glossary/ipo) or follow-on without taking on market risk. ## How it works At pricing, underwriters typically sell 115% of the base deal to investors, creating a short position equal to the extra 15%. What happens next depends on how the stock trades: - **Stock trades above the offer price:** underwriters exercise the greenshoe, buying the extra shares from the company at the offer price to cover the short. The company raises more money. - **Stock trades below the offer price:** underwriters buy shares in the open market to cover the short, supporting the price. The greenshoe goes partly or entirely unexercised. The name comes from the Green Shoe Manufacturing Company, which first used the provision in its 1960s offering. Exercise is usually disclosed by press release and reflected in the company's next filing. ## Why it matters for traders The greenshoe means underwriters have a built-in buyer role in the early days of trading, which can cushion declines near the offer price. Once that support is exhausted or the stabilization period ends, the stock trades without it. Full exercise is a sign the deal traded well and adds a modest number of shares. Watch the press release announcing exercise and the final share count. ## Example Hypothetical Northwind Robotics (NWRB) prices a 10 million share IPO at $20 with a 1.5 million share greenshoe. Underwriters allocate 11.5 million shares. The stock trades at $26, so they exercise the full option, and the company raises $230 million instead of $200 million, before fees. ## FAQ ### Is the greenshoe dilutive? If exercised with newly issued shares, yes, it adds up to 15% to the shares sold in the deal. If covered in the market, it adds no new shares. ### How long do underwriters have to exercise the greenshoe? Typically up to 30 days after the offering. ## Related terms - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [IPO pricing](https://www.quantisnow.com/glossary/ipo-pricing.md): The process by which a company and its underwriters set the final per-share price and size of an IPO, usually the evening before trading begins. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [IPO calendar](https://www.quantisnow.com/ipos) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) --- # Guidance > A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. Source: https://www.quantisnow.com/glossary/guidance Topic: Glossary / Earnings and fundamentals Also known as: earnings guidance, financial guidance, forward guidance, outlook Last updated: 2026-10-27 Guidance is a company's public forecast of its own future financial performance, typically ranges for revenue, earnings per share, margins, cash flow or capital spending for the coming quarter or fiscal year. It is usually issued in the earnings press release and discussed on the [earnings call](https://www.quantisnow.com/glossary/earnings-call). ## How it works - **Form:** most companies give ranges (revenue of $1.00 to $1.05 billion) rather than single points. Some guide only annually, some quarterly, and some not at all. - **Updates:** companies raise, reaffirm, narrow or cut guidance each quarter. A change between scheduled reports is a [preannouncement](https://www.quantisnow.com/glossary/preannouncement). - **Disclosure:** guidance must be shared publicly, not selectively, under [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd). It is usually furnished on an 8-K with the earnings release. - **Legal cover:** forward-looking statements come with cautionary language that gives companies safe harbor protection under the Private Securities Litigation Reform Act. Guidance can be GAAP or non-GAAP. Many companies guide on adjusted EPS. ## Why it matters for traders Guidance often moves a stock more than the quarter just reported, since the price reflects expected future earnings. The comparison that matters is guidance versus the [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate) for the next period: a midpoint above consensus is a "guide up," below is a "guide down." Watch for: - **Raised versus reaffirmed:** reaffirming after a beat implicitly lowers the back half. - **Wider ranges:** signal more uncertainty. - **Withdrawn guidance:** usually read negatively. - **Track record:** some management teams habitually guide low and beat. ## Example Harbor Freightline (ticker HRBF) guides next-quarter revenue to $480 to $500 million, a $490 million midpoint. Consensus was $510 million. The midpoint is about 3.9% below consensus ($20 million / $510 million), and analysts cut estimates the next morning. ## FAQ ### What does it mean when a company raises guidance? It now expects better results than it previously forecast. The market reaction depends on whether the new range beats consensus. ### Do all companies give guidance? No. Guidance is voluntary, and some companies give little or none. ## Related terms - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Preannouncement](https://www.quantisnow.com/glossary/preannouncement.md): An early release of preliminary results or a guidance change before a company's scheduled earnings report, either positive or negative. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings calendar](https://www.quantisnow.com/earnings) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # Hard to borrow > A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. Source: https://www.quantisnow.com/glossary/hard-to-borrow Topic: Glossary / Short selling Also known as: hard-to-borrow, HTB, hard to borrow list Last updated: 2026-10-27 A hard-to-borrow (HTB) stock is one where lendable shares are scarce relative to demand from short sellers. Brokers keep lists of HTB securities and charge high [borrow fees](https://www.quantisnow.com/glossary/borrow-fee) on them, and they may limit or refuse new short sales. ## How it works To short a stock, a broker must first locate shares that can reasonably be borrowed, as required by [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho). Brokers sort securities into easy-to-borrow (shortable without a specific check) and hard-to-borrow (each short sale needs a locate, often at a quoted rate). A stock tends to become hard to borrow when: - Short interest is already high relative to the float - The float is small, or a large share is held by insiders or investors who do not lend - Many shares are held in cash accounts, which brokers cannot lend - A catalyst draws a wave of new short sellers ## Why it matters for traders For short sellers, HTB status means higher costs and added risk: brokers can raise the fee daily, and if a lender recalls the shares and no replacement is found, the short can be bought in, sometimes at a bad moment. For everyone else, a stock moving onto HTB lists is a sign of crowded short positioning. Combined with high [short interest](https://www.quantisnow.com/glossary/short-interest) and a near-term catalyst, it is one of the conditions traders associate with potential [short squeezes](https://www.quantisnow.com/glossary/short-squeeze). HTB stocks also tend to have expensive puts, since shorting the shares directly is costly. ## Example Fabrikam Software (FBKM) has a float of 15 million shares, of which 6 million are sold short. After a short seller report, demand to short jumps. The broker moves FBKM to its hard-to-borrow list and raises the fee from 2% to 85% a year. A trader who wants to short 1,000 shares at $10 now pays about $8,500 a year in borrow costs, or roughly $23 a day. A week later, a lender recalls shares and the broker notifies existing short holders they may be bought in if replacement shares are not found. ## FAQ ### Can you short a hard-to-borrow stock? Often yes, if your broker can locate shares, but you will usually pay a high fee and may need to request a locate before each trade. ### What is a buy-in? A forced purchase of shares to close a short position, typically because the lender recalled the shares or the broker cannot keep the borrow in place. ## Related terms - [Borrow fee](https://www.quantisnow.com/glossary/borrow-fee.md): The annualized interest rate a short seller pays to borrow shares, charged daily and rising sharply when shares are scarce. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. - [Failure to deliver (FTD)](https://www.quantisnow.com/glossary/failure-to-deliver.md): A trade in which the seller does not deliver the shares to the buyer by the settlement date, currently one business day after the trade (T+1). ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) --- # Hold rating > A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. Source: https://www.quantisnow.com/glossary/hold-rating Topic: Glossary / Analyst ratings Also known as: neutral rating, market perform, equal-weight rating, sector perform Last updated: 2026-10-27 A Hold rating is a neutral analyst recommendation indicating that a stock is expected to deliver returns roughly in line with the market, its sector, or the firm's coverage universe. It sits in the middle of the standard Buy/Hold/Sell scale. ## How it works Firms use different names for the middle tier: Hold, Neutral, Equal-weight, Market Perform, Sector Perform, In-Line or Peer Perform. Each firm's disclosures define it, typically as expected total return within a band around a benchmark. Hold is frequently used as a soft negative. Because analysts and their firms have business relationships with the companies they cover, and because [sell ratings](https://www.quantisnow.com/glossary/sell-rating) are rare, a move from Buy to Hold is often how an analyst signals real concern. ## Why it matters for traders How a Hold arrived matters more than the label: - **Downgrade to Hold.** Often read as a warning, and the stock may drop. - **Upgrade to Hold (from Sell).** Often read as "the bad news is priced in", and can spark a bounce. - **Hold with a target well below the price.** Effectively a bearish call in polite form. - **Hold with a target well above the price.** Suggests the analyst likes the value but sees risks or a lack of catalysts. A stock with a high share of Hold ratings has room for upgrades if fundamentals improve. ## Example A hypothetical airline, Skyreach Air (SKRA), trades at $30. An analyst downgrades it from Buy to Hold and cuts the target from $38 to $29, roughly 3% below the current price. Though nominally neutral, the note signals limited upside, and SKRA falls 5% to $28.50. ## FAQ ### Should you sell a stock with a Hold rating? A Hold is not a sell recommendation. It means the analyst does not see enough upside or downside to justify a stronger call. ### Is Equal-weight the same as Hold? Effectively yes. Equal-weight is the middle tier on the Overweight/Equal-weight/Underweight scale used by firms such as Morgan Stanley. ## Related terms - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Sell rating](https://www.quantisnow.com/glossary/sell-rating.md): An analyst recommendation that a stock is expected to underperform or decline, the rarest of the standard ratings on Wall Street. - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Overweight rating](https://www.quantisnow.com/glossary/overweight.md): An analyst rating meaning a stock is expected to beat its sector or benchmark, so investors should hold more of it than its index weight; similar to Buy. - [Underweight rating](https://www.quantisnow.com/glossary/underweight.md): An analyst rating meaning a stock is expected to lag its sector or benchmark, so investors should hold less of it than its index weight; similar to Sell. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Analyst downgrades](https://www.quantisnow.com/categories/analyst-downgrades) --- # Hostile takeover > An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. Source: https://www.quantisnow.com/glossary/hostile-takeover Topic: Glossary / Mergers and acquisitions Also known as: hostile bid, hostile tender offer, unsolicited takeover, unsolicited bid Last updated: 2026-10-27 A hostile takeover is an attempt to acquire a company without the approval of its board of directors. Instead of negotiating a [merger agreement](https://www.quantisnow.com/glossary/merger-agreement), the bidder goes around the board, usually by offering to buy shares directly from stockholders or by trying to replace the directors. ## How it works Hostile bids often begin with a "bear hug": a public letter offering a premium and pressuring the board to engage. If the board refuses, the bidder has two main tools: - **[Tender offer](https://www.quantisnow.com/glossary/tender-offer):** an offer to buy shares directly from holders, filed on Schedule TO, usually conditioned on the board removing defenses - **Proxy fight:** nominating directors who will approve the deal or redeem defenses at the next annual meeting or a special meeting Targets defend with a [poison pill](https://www.quantisnow.com/glossary/poison-pill), a staggered board, a search for a friendlier "white knight" buyer, or a plan to return capital to holders. A bidder building a stake must file a [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) within five business days of crossing 5%, which limits how quietly it can accumulate shares. ## Why it matters for traders Hostile situations often end at a higher price than the first offer, either because the bidder raises it or because a rival steps in. The target's stock frequently trades above the initial bid when the market expects a bump. The risk is that the bidder walks, sending the stock back toward its undisturbed price. Watch 13D amendments, Schedule 14D-9 responses from the target, proxy filings and court rulings on defenses. ## Example Hypothetical Northwind Chemicals (NWCH) bids $45 per share for Contoso Materials (CTMT), which trades at $34. CTMT's board rejects the offer and adopts a poison pill. NWCH launches a tender offer at $45 and nominates directors. CTMT trades at $47, above the bid, as traders bet on a raise. Two months later the companies agree on $50. ## FAQ ### Are hostile takeovers legal? Yes. They are subject to tender offer rules, disclosure requirements and state corporate law, but bidders can lawfully pursue them. ### Do hostile bids usually succeed? Many end with the target sold, though not always to the original bidder. Others fail when the board's defenses hold or the bidder walks away. ## Related terms - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Poison pill (shareholder rights plan)](https://www.quantisnow.com/glossary/poison-pill.md): A takeover defense that lets existing holders buy discounted shares if an investor crosses an ownership threshold, diluting the would-be acquirer. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) - [SEC Schedule 13D filings](https://www.quantisnow.com/categories/13d) - [Latest mergers and acquisitions](https://www.quantisnow.com/top/mergers-acquisitions) --- # Implied volatility (IV) > The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. Source: https://www.quantisnow.com/glossary/implied-volatility Topic: Glossary / Options Also known as: implied vol Last updated: 2026-10-27 Implied volatility (IV) is the market's forecast of how much a stock's price will move, expressed as an annualized percentage and derived from the current prices of its options. Higher IV means more expensive options and a larger expected move. ## How it works An options pricing model such as Black-Scholes takes the stock price, strike, time to expiration, interest rates, dividends and volatility, and returns a theoretical price. IV runs that in reverse: given the option's actual market price, it solves for the volatility that would justify it. IV is quoted as a one-standard-deviation annual move. A stock at $100 with 32% IV is priced for roughly a 68% chance of finishing the year between $68 and $132. To scale it to a shorter window, multiply by the square root of the fraction of a year: over one month, 32% x sqrt(1/12) is about 9.2%, or about $9. Each strike and expiration has its own IV. The pattern across strikes is called skew, and the pattern across expirations is the term structure. Traders often compare current IV with its own history using IV rank or IV percentile. The VIX index is a 30-day implied volatility measure for the S&P 500, calculated from SPX options. ## Why it matters for traders IV is the biggest swing factor in option prices that is not directly observable. It typically rises into scheduled events such as earnings, PDUFA dates and trial readouts, then falls sharply after, an effect known as [IV crush](https://www.quantisnow.com/glossary/iv-crush). A sudden IV spike without a known catalyst can hint that someone expects news, which is one reason traders watch it alongside [unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity). Sensitivity of an option to IV changes is measured by [vega](https://www.quantisnow.com/glossary/vega). ## Example Northwind Therapeutics (NWTX) normally trades with IV around 50%. With a PDUFA date in two weeks, front-month IV climbs to 140%. Options are now pricing a much larger move, and an ATM call that cost $2.00 a month earlier might cost $4.50 even if the stock has not moved. ## FAQ ### Is high implied volatility good or bad? Neither. High IV means options are expensive, which favors sellers and penalizes buyers unless the stock moves more than expected. ### What is the difference between implied and historical volatility? Historical volatility measures how much the stock actually moved in the past. Implied volatility is what option prices say the market expects going forward. ## Related terms - [IV crush](https://www.quantisnow.com/glossary/iv-crush.md): The sharp drop in implied volatility, and in option prices, that typically follows a scheduled event like earnings or an FDA decision. - [Vega](https://www.quantisnow.com/glossary/vega.md): How much an option's price is expected to change for each one-percentage-point change in implied volatility. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # In the money (ITM) > Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. Source: https://www.quantisnow.com/glossary/in-the-money Topic: Glossary / Options Also known as: in-the-money, ITM option, in-the-money option Last updated: 2026-10-27 In the money (ITM) describes an option that has intrinsic value: a call whose [strike price](https://www.quantisnow.com/glossary/strike-price) is below the current stock price, or a put whose strike is above it. The amount by which it is in the money equals its intrinsic value. ## How it works | | Call ITM when | Put ITM when | |---|---|---| | Condition | Stock price > strike | Stock price < strike | | Intrinsic value | Stock - strike | Strike - stock | An ITM option's premium equals its intrinsic value plus any remaining time value. The deeper in the money, the more the option behaves like the stock itself: its [delta](https://www.quantisnow.com/glossary/delta) approaches 1.00 for calls and -1.00 for puts. At expiration, equity options that are ITM by $0.01 or more are generally exercised automatically, turning a call into a purchase of 100 shares per contract and a put into a sale of 100 shares. ## Why it matters for traders ITM options cost more than [out-of-the-money](https://www.quantisnow.com/glossary/out-of-the-money) ones, but they need less of a move to pay off and lose a smaller share of their value to time decay. Some traders use deep ITM calls as a lower-capital substitute for owning stock. For option sellers, being ITM raises assignment risk. Short ITM calls are especially likely to be exercised early on the day before an ex-dividend date, when the dividend exceeds the remaining time value. Being ITM is not the same as being profitable: a buyer is only ahead once intrinsic value exceeds the premium paid. ## Example Contoso Robotics (CTSO) trades at $55. - The $50 call is ITM by $5. If it trades at $6.20, it has $5.00 of intrinsic value and $1.20 of time value. - The $60 put is ITM by $5. If it trades at $5.90, it has $5.00 of intrinsic value and $0.90 of time value. - The $50 put and the $60 call are both out of the money. ## FAQ ### Is an in-the-money option always profitable? No. If you paid $6.20 for the $50 call above and CTSO closes at $55 at expiration, the call is worth $5.00 and you lost $1.20 per share, even though it finished ITM. ### Will my broker exercise an in-the-money option automatically? Generally yes, for options ITM by $0.01 or more at expiration, unless you submit instructions not to. Check your broker's specific policy. ## Related terms - [Out of the money (OTM)](https://www.quantisnow.com/glossary/out-of-the-money.md): Describes an option with no intrinsic value: a call whose strike is above the stock price, or a put whose strike is below it. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Delta](https://www.quantisnow.com/glossary/delta.md): How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Initial public offering (IPO) > The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. Source: https://www.quantisnow.com/glossary/ipo Topic: Glossary / IPOs and offerings Also known as: IPO, initial public offering, going public Last updated: 2026-10-27 An initial public offering (IPO) is the first time a private company sells its shares to the public, raising capital and listing its stock on an exchange. After the IPO, anyone can buy and sell the shares in the secondary market. ## How it works The company hires [underwriters](https://www.quantisnow.com/glossary/underwriter) and files a registration statement, a [Form S-1](https://www.quantisnow.com/glossary/form-s-1) for US companies or Form F-1 for foreign issuers. Many companies submit confidentially first and file publicly later. The SEC reviews the filing through rounds of comments. Once the S-1 is near final, the company sets a price range and launches a roadshow to market the deal to institutional investors. The deal is priced the evening before trading begins, the final prospectus is filed under Rule 424(b), and shares open on the exchange the next day once the opening auction clears. Key terms around an IPO include the [lock-up period](https://www.quantisnow.com/glossary/lock-up-period) (commonly 180 days), the [greenshoe option](https://www.quantisnow.com/glossary/greenshoe-option) for underwriters to sell extra shares, and the [quiet period](https://www.quantisnow.com/glossary/quiet-period) on research. ## Why it matters for traders First-day "pops" get the headlines, but IPO performance is uneven. The opening price often differs sharply from the offer price, and most of the first-day gain can go to investors who received allocations. Watch whether the deal was upsized or priced above the range, which signal strong demand, the size of the float, and the calendar of later catalysts: first earnings report, research initiations after the quiet period, and lock-up expiration. ## Example Hypothetical Northwind Cloud (NWCL) files an S-1 and sets a range of $18 to $20 for 10 million shares. Demand is strong, so it prices at $22, above the range, raising $220 million. The stock opens at $30 and closes its first day at $28, up 27% from the IPO price. ## FAQ ### Can retail investors buy shares at the IPO price? Sometimes, through brokers that receive allocations, but most shares go to institutions. Most retail investors buy once trading opens, often at a different price. ### How long does an IPO take? From hiring banks to the first trade, typically several months to a year, depending on SEC review and market conditions. ## Related terms - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. - [IPO pricing](https://www.quantisnow.com/glossary/ipo-pricing.md): The process by which a company and its underwriters set the final per-share price and size of an IPO, usually the evening before trading begins. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Quiet period](https://www.quantisnow.com/glossary/quiet-period.md): A stretch when a company or its underwriters limit public communication, most often around an IPO or in the weeks before an earnings release. - [Direct listing](https://www.quantisnow.com/glossary/direct-listing.md): A way to go public by listing existing shares on an exchange without an underwritten IPO, with the opening price set by the market. ## On Quantisnow - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) - [SEC Form S-1 IPO registrations](https://www.quantisnow.com/categories/s-1) - [Latest IPO filings (Form S-1 and F-1)](https://www.quantisnow.com/top/ipo-filings) - [Latest IPO pricings](https://www.quantisnow.com/top/ipo-pricings) --- # Initiation of coverage > The first research report an analyst or brokerage publishes on a company, setting an opening rating and price target. Source: https://www.quantisnow.com/glossary/initiation-of-coverage Topic: Glossary / Analyst ratings Also known as: initiates coverage, coverage initiated, initiated coverage Last updated: 2026-10-27 An initiation of coverage is the first research report a brokerage publishes on a company, establishing the analyst's opening rating, [price target](https://www.quantisnow.com/glossary/price-target) and investment thesis. It marks the stock's addition to that firm's research universe. ## How it works Initiation reports are usually much longer than routine notes, often dozens of pages covering the business model, competitive landscape, financial model and valuation. They come in two common waves: - **After an IPO.** Banks that underwrote the offering can publish once the research [quiet period](https://www.quantisnow.com/glossary/quiet-period) ends. Under FINRA Rule 2241, that is 10 days after the IPO for participating underwriters. A cluster of initiations from the deal's banks often lands the same morning. - **Ad hoc.** A firm adds a company because it has grown, entered a hot theme, or a new analyst joined with expertise in the sector. Coverage can also be "assumed" or "transferred" when a different analyst at the same firm takes over a name. ## Why it matters for traders New coverage brings fresh visibility, particularly for small caps with few analysts. Traders watch: - **The rating.** Most initiations are Buy or Hold. An initiation at Sell is unusual and tends to draw attention. - **Who is initiating.** Post-IPO initiations from the deal's own [underwriters](https://www.quantisnow.com/glossary/underwriter) are almost always positive, so the market often discounts them. - **Independent firms.** A bullish initiation from a firm with no banking relationship can carry more weight. ## Example A hypothetical software company, Cobalt Ledger (CBLT), priced its IPO at $20 and now trades at $26. When the research quiet period lifts, four of its underwriters initiate: three at Buy with targets between $30 and $34, and one at Neutral with a $27 target. The average target of about $30.75 implies roughly 18% upside. ## FAQ ### Does initiation of coverage mean a stock will go up? No. It means an analyst has started publishing on it. The rating and the reasoning matter more than the event itself. ### Why do several banks initiate on the same day? After an IPO, underwriting banks wait for the same research quiet period to end, so their reports tend to cluster on the first permitted day. ## Related terms - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Quiet period](https://www.quantisnow.com/glossary/quiet-period.md): A stretch when a company or its underwriters limit public communication, most often around an IPO or in the weeks before an earnings release. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. ## On Quantisnow - [Analyst coverage initiated](https://www.quantisnow.com/categories/coverage-initiated) - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Latest analyst coverage initiations](https://www.quantisnow.com/top/analyst-initiations) --- # Insider buying > Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. Source: https://www.quantisnow.com/glossary/insider-buying Topic: Glossary / Insiders and ownership Also known as: insider purchases, insider buys, cluster buying Last updated: 2026-10-27 Insider buying is the purchase of a company's shares by its officers, directors or more-than-10% shareholders using their own money. These legal trades must be reported on [Form 4](https://www.quantisnow.com/glossary/form-4), generally within two business days, where an open-market purchase carries transaction code P. ## How it works Insiders can buy only when they are not in possession of material nonpublic information and, under most company policies, only during an open trading window, which usually opens a day or two after an earnings release and closes before the next quarter ends. Some purchases are made under [Rule 10b5-1 plans](https://www.quantisnow.com/glossary/rule-10b5-1-plan), though plans are more common for selling. Not every acquisition counts. Stock grants (code A), option exercises (code M) and dividend reinvestment are compensation or mechanics, not discretionary purchases. ## Why it matters for traders Academic studies have generally found that insider purchases carry more information than insider sales, since insiders sell for many reasons but buy for essentially one. Traders weigh: - **Cluster buys:** several insiders buying within days of each other. - **Size:** a purchase that is large relative to the insider's salary or existing stake. - **Role:** CEO and CFO purchases are often weighted more heavily than those of a 10% holder or a director with a small stake. - **Context:** buying after a sharp drop, or right after an earnings report, can signal management sees value the market is missing. Common traps include token purchases sized for headlines, buys tied to a private placement at a discount, and purchases by a fund that is a 10% holder for its own portfolio reasons. ## Example After Harbor Freightline (ticker HRBF) falls 30% on weak guidance, its CEO buys 40,000 shares at $12.50 ($500,000), the CFO buys 10,000 shares at $12.40 ($124,000) and two directors buy a combined $300,000 within a week. That is a cluster buy of roughly $924,000 by four insiders. ## FAQ ### Is insider buying legal? Yes, as long as the insider is not trading on material nonpublic information and reports the trade on Form 4. ### Where can I see insider purchases? They are public on EDGAR as Form 4 filings, and Quantisnow tracks them on its insider purchases feed. ## Related terms - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Form 144](https://www.quantisnow.com/glossary/form-144.md): A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. - [Rule 10b5-1 trading plan](https://www.quantisnow.com/glossary/rule-10b5-1-plan.md): A prearranged written plan that lets insiders buy or sell stock on a set schedule, providing an affirmative defense against insider trading claims. - [Blackout period](https://www.quantisnow.com/glossary/blackout-period.md): A window around quarter end and earnings when a company's insider trading policy bars officers, directors and some employees from trading its stock. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. ## On Quantisnow - [How to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying) - [Live feed: Insider Purchases](https://www.quantisnow.com/news/insider-trading-purchases) - [Latest insider purchases](https://www.quantisnow.com/top/insider-purchases) - [Insider purchases](https://www.quantisnow.com/categories/insider-buys) --- # Institutional ownership > The share of a company's stock held by institutions such as mutual funds, pensions, hedge funds and banks, usually estimated from 13F filings. Source: https://www.quantisnow.com/glossary/institutional-ownership Topic: Glossary / Insiders and ownership Also known as: institutional holdings, institutional investors percentage Last updated: 2026-10-27 Institutional ownership is the portion of a company's outstanding shares held by institutional investors, including mutual funds, ETFs, pension funds, hedge funds, insurers and bank trust departments. It is usually expressed as a percentage of [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding) and estimated by aggregating quarterly [Form 13F](https://www.quantisnow.com/glossary/form-13f) filings. ## How it works Data providers sum the positions disclosed in 13F filings by managers with at least $100 million in 13(f) securities, and supplement them with [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g) and 13D filings for holders above 5%. The result has known blind spots: - **Staleness:** 13Fs reflect quarter-end holdings and are filed up to 45 days later. - **No shorts:** 13Fs omit short positions, so long holdings can be overstated relative to net exposure. - **Over 100%:** heavily shorted stocks can show institutional ownership above 100%, because shares lent to short sellers and bought by another institution get counted twice. - **Small managers and non-US funds:** may not appear at all. Large-cap US stocks commonly show high institutional ownership, while micro-caps and recent IPOs are often dominated by retail and insiders. ## Why it matters for traders High institutional ownership tends to mean more analyst coverage, steadier liquidity and more sensitivity to index changes and fund flows. Low institutional ownership can mean less scrutiny and more volatility. Changes matter more than levels: a rising count of institutional holders can show growing interest, while a stock where a few funds own most of the [public float](https://www.quantisnow.com/glossary/public-float) can move sharply if one of them exits. ## Example Lumen Grid Software (ticker LMGS) has 80,000,000 shares outstanding. Aggregated 13F filings for the latest quarter show institutions holding 60,000,000 shares, so institutional ownership is 60 / 80, or 75%. A quarter earlier it was 52,000,000 shares (65%), an increase of 10 percentage points. ## FAQ ### How can institutional ownership be over 100%? Shares lent to short sellers can be bought and reported by another institution, so the same shares are counted twice in 13F totals. ### Is high institutional ownership good? It signals professional interest and usually better liquidity, but crowded holdings can also mean sharp moves when funds sell together. ## Related terms - [Form 13F](https://www.quantisnow.com/glossary/form-13f.md): A quarterly SEC report of US equity holdings by investment managers with $100 million or more in 13(f) securities, due 45 days after quarter end. - [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g.md): A short-form SEC disclosure for investors who own more than 5% of a company's voting stock but hold it passively, without intent to influence control. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. ## On Quantisnow - [Form 13F explained](https://www.quantisnow.com/guides/form-13f-institutional-holdings) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) - [SEC Schedule 13G filings](https://www.quantisnow.com/categories/13g) --- # Investigational New Drug application (IND) > The FDA filing a sponsor must have in effect before testing an unapproved drug or biologic in humans in the United States. Source: https://www.quantisnow.com/glossary/ind Topic: Glossary / Biotech and FDA Also known as: IND, IND application, IND clearance, investigational new drug Last updated: 2026-10-27 An Investigational New Drug application (IND) is the submission a sponsor files with the FDA to get permission to begin clinical trials of an unapproved drug or biologic in humans. It is the regulatory gateway from lab and animal research into the clinic. ## How it works The IND contains three main sections: - **Preclinical data** from animal pharmacology and toxicology studies supporting that the drug is reasonably safe to test in people. - **Manufacturing information** on the drug's composition, stability and quality controls. - **Clinical protocols** describing the proposed studies, along with investigator information. Once submitted, the FDA has 30 days to review it. If the agency does not impose a clinical hold within that window, the IND goes into effect and the sponsor can start dosing, usually in a [Phase 1 trial](https://www.quantisnow.com/glossary/phase-1-trial). The FDA can place a full or partial clinical hold at any point if it sees safety risks, and the sponsor must address the issues before trials resume. INDs stay open through all phases of development, with amendments for new protocols and annual safety reports. ## Why it matters for traders For early-stage biotechs, "IND clearance" headlines mark the move from preclinical to clinical-stage, which can broaden the investor base. More market-moving are **clinical holds**: a hold on a lead program, especially after a patient safety event, can send shares sharply lower, and the lifting of a hold can produce a strong rebound. Companies often pair IND news with [fast track](https://www.quantisnow.com/glossary/fast-track) or orphan designation requests. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), submits an IND for its lead antibody on June 2. With no clinical hold by the 30-day mark, the IND takes effect around July 2, and NWTX announces plans to dose the first Phase 1 patient in the third quarter. ## FAQ ### Does IND clearance mean the FDA approved the drug? No. It only allows clinical testing to begin. Approval requires an NDA or BLA backed by trial results. ### What is a clinical hold? An FDA order to delay or suspend clinical studies under an IND, usually for safety or protocol concerns. Trials cannot proceed until the FDA lifts it. ## Related terms - [Phase 1 clinical trial](https://www.quantisnow.com/glossary/phase-1-trial.md): The first stage of human testing for a new drug, focused on safety, tolerability, dosing and how the body processes it, usually in a small group. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Fast track designation](https://www.quantisnow.com/glossary/fast-track.md): An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) --- # IPO pricing > The process by which a company and its underwriters set the final per-share price and size of an IPO, usually the evening before trading begins. Source: https://www.quantisnow.com/glossary/ipo-pricing Topic: Glossary / IPOs and offerings Also known as: IPO price, IPO price range, priced IPO Last updated: 2026-10-27 IPO pricing is the step in which a company and its lead [underwriters](https://www.quantisnow.com/glossary/underwriter) set the final price per share and number of shares for an [initial public offering](https://www.quantisnow.com/glossary/ipo). The offer price is what investors who receive allocations pay; trading in the open market starts the next day. ## How it works Once the SEC review is nearly done, the company amends its [Form S-1](https://www.quantisnow.com/glossary/form-s-1) to include an expected price range and share count, then launches a roadshow. Underwriters run a bookbuilding process, collecting indications of interest from institutional investors at different prices. At the end of the roadshow, usually after market close, the company and underwriters agree on a price and size based on demand. The final terms are announced by press release and in a final prospectus filed under [Rule 424(b)](https://www.quantisnow.com/glossary/form-424b). Outcomes fall into a few buckets: - **Above the range:** demand well in excess of supply - **Within the range:** normal demand - **Below the range or downsized:** weak demand - **Upsized:** more shares sold, often a bullish sign - **Postponed:** the deal is pulled, often in volatile markets The range can also be revised during the roadshow through an amended filing. ## Why it matters for traders Pricing is the clearest read on institutional demand before the first trade. Deals priced above an already raised range tend to open well above the offer price, while downsized deals often struggle. Underwriters intentionally leave some upside, the "IPO discount," to reward investors who commit. The opening print can differ greatly from the offer price, so a strong pricing does not guarantee a buyable entry. ## Example Hypothetical Northwind Robotics (NWRB) sets an initial range of $15 to $17 for 12 million shares. Midway through the roadshow it raises the range to $18 to $20. It prices at $21, above the revised range, and upsizes to 14 million shares, raising $294 million. ## FAQ ### When is an IPO priced? Usually the evening before the stock begins trading, after the roadshow ends and the order book is complete. ### Why is the opening price different from the IPO price? The IPO price is set by underwriters from institutional orders. The opening price is set by the exchange's opening auction, reflecting all market demand. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. - [Form S-1](https://www.quantisnow.com/glossary/form-s-1.md): The SEC registration statement US companies use for an IPO or other securities offering when they cannot use a shorter form such as the S-3. - [Greenshoe option (over-allotment)](https://www.quantisnow.com/glossary/greenshoe-option.md): An underwriter's option to sell up to 15% more shares than planned in an offering, used to stabilize the price after trading begins. - [Direct listing](https://www.quantisnow.com/glossary/direct-listing.md): A way to go public by listing existing shares on an exchange without an underwritten IPO, with the opening price set by the market. ## On Quantisnow - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) - [Latest IPO pricings](https://www.quantisnow.com/top/ipo-pricings) --- # IV crush > The sharp drop in implied volatility, and in option prices, that typically follows a scheduled event like earnings or an FDA decision. Source: https://www.quantisnow.com/glossary/iv-crush Topic: Glossary / Options Also known as: volatility crush, vol crush, implied volatility crush Last updated: 2026-10-27 IV crush is the sharp drop in [implied volatility](https://www.quantisnow.com/glossary/implied-volatility), and therefore in option prices, that typically follows a scheduled event such as an earnings report, a [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date) or a clinical trial readout. Once the uncertainty is resolved, the extra premium the market charged for it disappears. ## How it works Before a known catalyst, option sellers demand more premium because a large move is possible, so IV on near-term options climbs. When the news comes out, the stock makes its move and the market no longer needs to price that unknown. IV on near-dated options often falls back toward its normal level at the next open. The effect is biggest in short-dated, at-the-money options, which carry the most time value and are most sensitive to the event. How much an option loses for each point of IV decline is measured by [vega](https://www.quantisnow.com/glossary/vega). ## Why it matters for traders IV crush explains one of the most common frustrations in options: buying calls before earnings, watching the stock rise, and still losing money. For an option buyer to profit through an event, the stock usually has to move more than the market had already priced in. Option sellers try to capture IV crush by selling premium before the event, but they take on the risk of a move far larger than expected, such as a failed trial or a large [earnings surprise](https://www.quantisnow.com/glossary/earnings-surprise). ## Example Fabrikam Software (FBKM) trades at $50 the afternoon before earnings. The $50 call expiring in two weeks costs $4.00 with IV at 120%. FBKM reports and opens at $52.50, up 5%. IV on that option drops to 45%. The call now has $2.50 of intrinsic value and perhaps $1.00 of remaining time value, so it trades near $3.50. The stock rose, but the call buyer lost about $0.50 per share ($50 per contract), because the 5% earnings move was smaller than the move the options had priced in. ## FAQ ### How can you tell if IV crush is coming? Look at whether a scheduled event falls before the option's expiration and compare near-term IV with later expirations and with the stock's usual IV. A large gap suggests event premium that will likely leave after the news. ### Does IV crush affect long-dated options? Less so. Longer-dated options have lower vega relative to the event, because one day of news is a small part of their remaining life. ## Related terms - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Vega](https://www.quantisnow.com/glossary/vega.md): How much an option's price is expected to change for each one-percentage-point change in implied volatility. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [Options chains](https://www.quantisnow.com/options) - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Letter of intent > A largely non-binding document setting out the main terms of a proposed deal, such as price and structure, before a definitive agreement is negotiated. Source: https://www.quantisnow.com/glossary/letter-of-intent Topic: Glossary / Mergers and acquisitions Also known as: LOI, non-binding letter of intent, term sheet, memorandum of understanding Last updated: 2026-10-27 A letter of intent (LOI) is a preliminary document in which parties to a proposed transaction, such as an acquisition, merger or licensing deal, outline the key terms they expect to agree on, including price, structure and timing. Its economic terms are usually non-binding; the deal is not done until a definitive agreement is signed. ## How it works An LOI typically covers the proposed price or valuation, form of consideration, major conditions and a target timeline. A few provisions are usually binding: confidentiality, an exclusivity or no-shop period during which the seller agrees not to negotiate with others, and expense terms. The buyer then runs due diligence and the lawyers negotiate a [merger agreement](https://www.quantisnow.com/glossary/merger-agreement). Public companies are not generally required to disclose a non-binding LOI, because an 8-K Item 1.01 filing is triggered by a material definitive agreement. Many small caps announce LOIs by press release anyway, particularly for [reverse mergers](https://www.quantisnow.com/glossary/reverse-merger), SPAC targets and acquisitions they want investors to know about early. ## Why it matters for traders An LOI headline can move a small-cap stock sharply, but the conversion rate from LOI to closed deal is far from guaranteed. Watch for the language "non-binding," the length of exclusivity, and whether financing is in place. Repeated LOI announcements that never become definitive agreements are a red flag. The meaningful catalyst is usually the definitive agreement, filed as an exhibit to an 8-K. ## Example Hypothetical Northwind Energy (NWEN), a $60 million market cap company, announces a non-binding LOI to acquire a private solar developer for $40 million in stock, with 60 days of exclusivity. NWEN rises 25% on the news. When exclusivity lapses without a definitive agreement, the company says talks have ended and the stock gives back the entire gain. ## FAQ ### Is a letter of intent legally binding? Mostly not. The price and deal terms are typically non-binding, while confidentiality and exclusivity clauses usually are. ### What comes after a letter of intent? Due diligence and negotiation of a definitive agreement. Only a signed definitive agreement commits both sides to the deal, subject to its closing conditions. ## Related terms - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [Reverse merger](https://www.quantisnow.com/glossary/reverse-merger.md): A transaction in which a private company becomes public by merging into an existing public company, bypassing a traditional IPO. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) --- # Level 2 quotes > Market data showing the full depth of bids and offers at multiple price levels, not just the best bid and ask. Source: https://www.quantisnow.com/glossary/level-2 Topic: Glossary / Market structure Also known as: Level 2, Level II, Level II quotes, market depth, depth of book Last updated: 2026-10-27 Level 2 quotes are market data that show the depth of the order book: the resting bids and offers at several price levels beyond the best bid and ask, often with the size at each level and the market participant or exchange posting it. ## How it works Market data is often described in levels: - **Level 1** shows the best bid, best ask, their sizes and the last trade. This is essentially the [NBBO](https://www.quantisnow.com/glossary/nbbo). - **Level 2** adds the queue of bids below the best bid and offers above the best ask, across exchanges or from a single exchange's full depth feed (for example Nasdaq TotalView). A Level 2 screen might show 5,000 shares bid at $12.40, 8,000 at $12.39 and 20,000 at $12.35, with 3,000 offered at $12.42 and 15,000 at $12.45. Participants are often identified by exchange or by market participant ID (MPID). Level 2 is usually paired with "time and sales," the tape of executed trades. ## Why it matters for traders Day traders use Level 2 to judge short-term supply and demand: large bids can act as support, stacked offers as resistance, and a thinning book signals that a move could accelerate. It also shows how much size you can trade before moving the price. The limits are important: - **Hidden and reserve orders** do not show their full size, and [dark pool](https://www.quantisnow.com/glossary/dark-pool) liquidity is invisible. - **Orders can vanish instantly.** Large displayed orders may be canceled before price reaches them. Placing orders you intend to cancel to mislead others (spoofing) is illegal, but the book is still not a commitment. - **Off-exchange volume** means a meaningful share of trading never touches the displayed book. ## FAQ ### Do I need Level 2 to trade? No. Most long-term investors never use it. It is most useful for active traders working in less liquid stocks, where book depth materially affects fills. ### Is Level 2 data free? Some brokers include it, others charge exchange data fees for full-depth feeds. ## Related terms - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # Limit order > An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. Source: https://www.quantisnow.com/glossary/limit-order Topic: Glossary / Market structure Also known as: limit orders, limit buy, limit sell, buy limit order, sell limit order Last updated: 2026-10-27 A limit order is an instruction to buy or sell a security at a specified price or better. A buy limit executes only at the limit price or lower, and a sell limit only at the limit price or higher. ## How it works If the limit price is marketable (a buy limit at or above the current ask, for example), the order fills immediately up to that price. Otherwise it rests in the order book, visible on [Level 2](https://www.quantisnow.com/glossary/level-2), until the market reaches it, it expires, or you cancel it. Common settings: - **Time in force.** Day orders expire at the session's close. Good-'til-canceled (GTC) orders persist, often for weeks or months depending on the broker. - **Extended hours.** Most brokers require limit orders in [pre-market](https://www.quantisnow.com/glossary/pre-market-trading) and after-hours sessions. - **Partial fills.** A resting order can fill in pieces as shares trade at your price. Exchanges generally give priority by price, then by time, so an order at the same price as many others waits in line. ## Why it matters for traders Limit orders protect against bad fills in fast or thin markets, and they let traders capture part of the [bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread) by buying at the bid instead of the ask. They are essential around news, at the open and in small caps. The tradeoff is missed trades. A buy limit just below the price can sit unfilled as the stock runs away. A resting limit order can also fill at the worst moment: a GTC buy at $40 on a $45 stock will execute if the stock gaps down to $30 on bad news. The fill is near $30, better than the limit, but you now own a stock that just collapsed. ## Example Hypothetical Copperline Energy (ticker CPLE) is quoted $24.90 by $25.10. A trader places a buy limit for 200 shares at $24.95. If a seller hits that bid, the order fills at $24.95, saving 15 cents per share, or $30, versus buying at the ask. If the stock instead climbs to $26 without trading at $24.95, the order never fills. ## FAQ ### What happens to a limit order if the price is never reached? It remains open until it expires under its time-in-force setting or you cancel it. Nothing is executed. ## Related terms - [Market order](https://www.quantisnow.com/glossary/market-order.md): An order to buy or sell immediately at the best available price, which guarantees execution but not the price. - [Stop-loss order](https://www.quantisnow.com/glossary/stop-loss-order.md): An order that becomes a market order to sell (or buy) once a stock trades at a specified stop price, used to limit losses. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Level 2 quotes](https://www.quantisnow.com/glossary/level-2.md): Market data showing the full depth of bids and offers at multiple price levels, not just the best bid and ask. - [Pre-market trading](https://www.quantisnow.com/glossary/pre-market-trading.md): Trading in US stocks before the 9:30 a.m. ET open, typically from 4:00 a.m. ET, with thinner liquidity and wider spreads. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Limit up-limit down (LULD) > A US rule that sets price bands around each stock's recent average price and pauses trading for five minutes when the stock cannot trade inside them. Source: https://www.quantisnow.com/glossary/luld Topic: Glossary / Market structure Also known as: LULD, limit up limit down, LULD halt, volatility pause, LUDP Last updated: 2026-10-27 Limit up-limit down (LULD) is the US mechanism that prevents individual stocks from trading outside price bands set around their recent average price. If a stock cannot trade within its bands for 15 seconds, trading pauses for five minutes. It has been in effect since 2013. ## How it works Each stock has a reference price, generally its average trade price over the prior five minutes. Upper and lower bands are set a percentage away from that price: | Stock | Price above $3.00 | $0.75 to $3.00 | Below $0.75 | |---|---|---|---| | Tier 1 (S&P 500, Russell 1000, some ETPs) | 5% | 20% | Lesser of $0.15 or 75% | | Tier 2 (all other NMS stocks) | 10% | 20% | Lesser of $0.15 or 75% | The bands are doubled during the opening period (9:30 to 9:45 a.m. ET). They are also doubled in the final 25 minutes (3:35 to 4:00 p.m. ET) for lower-priced Tier 2 stocks, while Tier 1 stocks and Tier 2 stocks above $3 keep their normal bands into the close. When the national best offer equals the lower band or the national best bid equals the upper band, the stock enters a "limit state." If it does not exit within 15 seconds, the primary exchange declares a five-minute trading pause, then reopens through an auction. Trades cannot execute outside the bands. ## Why it matters for traders LULD pauses are the "halted, volatility" events that interrupt fast moves in small caps after news. They can stop a stock several times in a session. Because the reference price keeps moving, a stock can keep running in 10% steps, pausing at each. Stop orders offer little protection here: the reopening auction can print well past the band, and your order fills at that price. ## Example Hypothetical Bluefin Robotics (ticker BFRB), a Tier 2 stock, has a reference price of $20.00 at 11:00 a.m. Its bands are $18.00 and $22.00. On contract news, buyers push the best bid to $22.00 and it stays there for 15 seconds. Trading pauses for five minutes, and the reopening auction prints at $23.40, with new bands set around the updated reference price. ## FAQ ### What does LUDP mean on a halt list? LUDP is the code for a volatility trading pause triggered under the LULD plan. ## Related terms - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. - [Market-wide circuit breaker](https://www.quantisnow.com/glossary/circuit-breaker.md): A rule that halts trading in all US stocks when the S&P 500 falls 7%, 13% or 20% from the prior day's close. - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Short sale restriction (alternative uptick rule)](https://www.quantisnow.com/glossary/short-sale-restriction.md): A rule that, after a stock drops 10% or more from the prior close, lets short sales execute only above the national best bid for that day and the next. ## On Quantisnow - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Trending tickers](https://www.quantisnow.com/top/trending) --- # Lock-up period > A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. Source: https://www.quantisnow.com/glossary/lock-up-period Topic: Glossary / IPOs and offerings Also known as: lock-up, lockup, lockup period, lock-up expiration, lock-up expiry Last updated: 2026-10-27 A lock-up period is a contractual restriction, agreed with the [underwriters](https://www.quantisnow.com/glossary/underwriter) of an IPO or other offering, that prevents company insiders, employees and pre-IPO investors from selling or hedging their shares for a set time. For IPOs it is most commonly 180 days. ## How it works Lock-up agreements are signed by directors, officers, major holders and often all pre-IPO shareholders, and their terms are disclosed in the [Form S-1](https://www.quantisnow.com/glossary/form-s-1) and final prospectus. The lead underwriters can waive the lock-up early. Many modern lock-ups include staged or early release provisions, for example allowing a portion of shares to be sold after the first earnings report if the stock trades above the IPO price by a set margin for a number of days. Follow-on offerings and de-SPACs also carry lock-ups, often shorter for follow-ons. When the lock-up expires, affiliates still must follow SEC Rule 144, and may file a [Form 144](https://www.quantisnow.com/glossary/form-144) before selling. ## Why it matters for traders Lock-up expiration can increase the shares available for sale many times over, compared with the IPO float. Stocks often weaken in the days before and around the expiry as the market anticipates selling. The effect is largest when the locked-up share count is big relative to the float and when early investors are sitting on large gains. Watch for early release announcements, underwriter waivers paired with a secondary offering, and Form 144 filings right after expiration. ## Example Hypothetical Northwind Cloud (NWCL) IPOs on March 3 by selling 15 million shares; 85 million more shares held by insiders and venture funds are locked up for 180 days, so the float is 15% of the 100 million total shares. As the expiry approaches in late August, the stock falls from $34 to $29. On the first unlocked day, volume reaches 12 million shares, four times the recent average. ## FAQ ### What happens when a lock-up period ends? Insiders and early investors become free to sell, which can add significant supply and pressure the stock. ### Can a lock-up end early? Yes. Underwriters can grant waivers, and many agreements include early release terms tied to earnings or share price performance. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Form 144](https://www.quantisnow.com/glossary/form-144.md): A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. ## On Quantisnow - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Form 144 explained](https://www.quantisnow.com/guides/form-144-explained) - [Live feed: Insider Trading](https://www.quantisnow.com/news/insider-trading) --- # Market capitalization > The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. Source: https://www.quantisnow.com/glossary/market-capitalization Topic: Glossary / Earnings and fundamentals Also known as: market cap, market value, equity value Last updated: 2026-10-27 Market capitalization (market cap) is the total value the stock market places on a company's equity, calculated by multiplying the current share price by the number of [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding). It changes every time the stock trades. ## How it works Market cap = share price x shares outstanding Companies are commonly grouped by size. Cutoffs are conventions, not rules, and different index providers use different ones. A typical rough scheme: | Bucket | Approximate market cap | | --- | --- | | Mega-cap | $200 billion and up | | Large-cap | $10 billion to $200 billion | | Mid-cap | $2 billion to $10 billion | | [Small-cap](https://www.quantisnow.com/glossary/small-cap) | $300 million to $2 billion | | Micro-cap | $50 million to $300 million | | Nano-cap | Below $50 million | Market cap measures equity only. Enterprise value adds debt and subtracts cash to estimate the value of the whole business, which matters when comparing companies with very different balance sheets. Index providers often use float-adjusted market cap, which counts only the [public float](https://www.quantisnow.com/glossary/public-float). ## Why it matters for traders Size shapes how a stock trades. Small and micro-caps typically have thinner liquidity, wider spreads, less analyst coverage and bigger moves on news such as FDA decisions, contracts or offerings. Large-caps move less on company news and more with the broad market. Market cap also determines index eligibility, and inclusion or removal can drive heavy index-fund buying or selling. When comparing news across companies, scale matters: a $50 million contract is transformative for a $200 million company and noise for a $50 billion one. ## Example Northwind Therapeutics (ticker NWTX) has 40 million shares outstanding and trades at $15, giving a market cap of $600 million. After positive trial data the stock rises to $24, lifting market cap to $960 million, an increase of $360 million in one session. ## FAQ ### How do you calculate market cap? Multiply the current share price by the total number of shares outstanding. ### Is market cap the same as company value? It is the equity value. Enterprise value, which adds debt and subtracts cash, is a fuller measure of what the whole business is worth. ## Related terms - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. - [Small-cap stock](https://www.quantisnow.com/glossary/small-cap.md): A stock of a company with a relatively small market capitalization, commonly defined as roughly $300 million to $2 billion. - [Price-to-earnings ratio (P/E)](https://www.quantisnow.com/glossary/pe-ratio.md): A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. - [Penny stock](https://www.quantisnow.com/glossary/penny-stock.md): A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. ## On Quantisnow - [Companies by market cap](https://www.quantisnow.com/top/market-cap) - [Company directory](https://www.quantisnow.com/companies) - [Sectors](https://www.quantisnow.com/sectors) --- # Market maker > A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. Source: https://www.quantisnow.com/glossary/market-maker Topic: Glossary / Market structure Also known as: market makers, designated market maker, DMM Last updated: 2026-10-27 A market maker is a firm that stands ready to buy and sell a security throughout the trading day by posting both a bid and an ask, profiting from the [bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread) while providing liquidity to other traders. ## How it works Market makers come in a few forms: - **Exchange market makers** register with an exchange and commit to maintaining continuous two-sided quotes within set parameters. - **Designated market makers (DMMs)** on the NYSE are each assigned specific stocks and run their opening and closing auctions. - **Wholesalers** (off-exchange market makers) fill the bulk of US retail stock orders, often paying brokers for the flow. See [payment for order flow](https://www.quantisnow.com/glossary/payment-for-order-flow). - **Options market makers** quote thousands of option series and hedge their exposure in the underlying stock. Their profit comes from capturing many small spreads while keeping inventory risk low. When a buyer lifts their offer, they become short and often hedge or lean their quotes until the position is flat. ## Why it matters for traders Market maker activity explains some data that confuses retail traders. Daily [short volume](https://www.quantisnow.com/glossary/short-volume) is high for most stocks because market makers sell short to fill buy orders and cover later. Regulation SHO gives bona fide market making a limited exception from the locate requirement for this reason. Options market makers matter too. When they sell large amounts of calls, they buy stock to hedge, which can add fuel to a rally (a dynamic often called a gamma squeeze). When volatility spikes or news is pending, market makers widen spreads or pull size, so liquidity can disappear just when you need it. ## FAQ ### Do market makers manipulate stock prices? Legitimate market making is regulated and surveilled by FINRA and the exchanges. Market makers set quotes based on order flow and risk, but they cannot lawfully spoof or manipulate prices. ### Who are the biggest market makers? Large US equity wholesalers include Citadel Securities and Virtu Financial, which together handle a large share of retail order flow. ## Related terms - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Payment for order flow](https://www.quantisnow.com/glossary/payment-for-order-flow.md): Compensation a broker receives from a market maker for routing customer orders to it for execution, common in commission-free US retail brokerage. - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Level 2 quotes](https://www.quantisnow.com/glossary/level-2.md): Market data showing the full depth of bids and offers at multiple price levels, not just the best bid and ask. - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. - [Naked short selling](https://www.quantisnow.com/glossary/naked-short-selling.md): Selling shares short without first borrowing them or arranging to borrow them, which can leave the buyer without delivery at settlement. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # Market order > An order to buy or sell immediately at the best available price, which guarantees execution but not the price. Source: https://www.quantisnow.com/glossary/market-order Topic: Glossary / Market structure Also known as: market orders, market buy, market sell Last updated: 2026-10-27 A market order is an instruction to buy or sell a security immediately at the best price currently available. It prioritizes speed and certainty of execution over price. ## How it works A market buy order fills against the lowest available offers, and a market sell order fills against the highest available bids. For a liquid large-cap stock, a small market order usually fills at or very near the [NBBO](https://www.quantisnow.com/glossary/nbbo) within milliseconds. If the order is larger than the size at the best price, it "walks the book," filling at progressively worse prices until complete. The difference between the price you expected and the average price you received is called slippage. Most brokers do not accept market orders outside regular trading hours, and many convert them to protected limit orders or reject them for thinly traded stocks. ## Why it matters for traders Market orders are the simplest way in or out, but they hand price control to whoever is on the other side. The risk is highest when: - The [bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread) is wide, as in small caps or illiquid options. - News just hit and quotes are moving fast. - A stock is reopening from a halt, where the order joins an auction and can fill far from the last price. - The market open is volatile, when quotes can be unstable for the first few minutes. In those situations, a [limit order](https://www.quantisnow.com/glossary/limit-order) sets a maximum purchase price or minimum sale price. ## Example Hypothetical Bluefin Robotics (ticker BFRB) shows offers of 500 shares at $3.10, 1,000 at $3.15 and 2,000 at $3.25. A market order to buy 2,500 shares fills 500 at $3.10, 1,000 at $3.15 and 1,000 at $3.25, for $7,950 in total, an average of $3.18. That is 8 cents, or about 2.6%, above the $3.10 offer the trader saw on screen. ## FAQ ### Is a market order or a limit order better? Neither is always better. Market orders guarantee a fill but not the price; limit orders guarantee the price but not the fill. Liquidity and urgency decide which fits. ### Can a market order fill at a terrible price? Yes, especially in thin stocks, at the open, or when a stock reopens after a halt. That is why many brokers add price collars to market orders. ## Related terms - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Stop-loss order](https://www.quantisnow.com/glossary/stop-loss-order.md): An order that becomes a market order to sell (or buy) once a stock trades at a specified stop price, used to limit losses. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Payment for order flow](https://www.quantisnow.com/glossary/payment-for-order-flow.md): Compensation a broker receives from a market maker for routing customer orders to it for execution, common in commission-free US retail brokerage. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Options chains](https://www.quantisnow.com/options) --- # Market-wide circuit breaker > A rule that halts trading in all US stocks when the S&P 500 falls 7%, 13% or 20% from the prior day's close. Source: https://www.quantisnow.com/glossary/circuit-breaker Topic: Glossary / Market structure Also known as: market-wide circuit breakers, circuit breaker, MWCB, stock market circuit breaker Last updated: 2026-10-27 A market-wide circuit breaker is a rule that halts trading across all US stock exchanges when the S&P 500 index drops by set percentages from the prior day's closing level. It exists to give investors time to absorb information during a severe selloff. ## How it works There are three trigger levels, measured against the S&P 500's previous close: | Level | Decline | Effect | |---|---|---| | Level 1 | 7% | 15-minute halt, if hit before 3:25 p.m. ET | | Level 2 | 13% | 15-minute halt, if hit before 3:25 p.m. ET | | Level 3 | 20% | Trading halted for the rest of the day, at any time | If a Level 1 or Level 2 decline happens at or after 3:25 p.m. ET, trading continues. Each of Levels 1 and 2 can halt the market only once per day. The thresholds apply during regular trading hours, and the trigger prices are recalculated daily. Single-stock volatility is handled separately by [limit up-limit down](https://www.quantisnow.com/glossary/luld) bands. ## Why it matters for traders Circuit breakers are rare, which makes each trigger a major market event. The current percentage-based thresholds were triggered four times in March 2020, on March 9, 12, 16 and 18, as COVID-19 spread. Each time, all stocks stopped trading for 15 minutes shortly after the open. During a halt, orders cannot execute, and the reopening can bring sharp moves in either direction. Futures markets have their own limit rules, so index futures often signal the likely reopening level. ## Example The S&P 500 closed at 6,000 the prior day. Level 1 triggers at 5,580 (down 7%), Level 2 at 5,220 (down 13%) and Level 3 at 4,800 (down 20%). If the index hits 5,580 at 10:15 a.m. ET, all US stocks halt until 10:30 a.m. ## FAQ ### How often have market-wide circuit breakers triggered? Rarely. The current rules took effect in 2013, and the first triggers came in March 2020, four times in about two weeks. ### Do circuit breakers apply to individual stocks? No. Market-wide circuit breakers depend only on the S&P 500. Individual stocks are paused under the LULD rules or halted for news. ## Related terms - [Limit up-limit down (LULD)](https://www.quantisnow.com/glossary/luld.md): A US rule that sets price bands around each stock's recent average price and pauses trading for five minutes when the stock cannot trade inside them. - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. ## On Quantisnow - [Earnings, dividends and insiders](https://www.quantisnow.com/docs/market-calendars) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) --- # MD&A (Management's Discussion and Analysis) > The section of a 10-K or 10-Q where management explains results, trends, liquidity and capital resources in its own words. Source: https://www.quantisnow.com/glossary/mdna Topic: Glossary / SEC filings Also known as: MD&A, Management's Discussion and Analysis, MD&A section Last updated: 2026-10-27 MD&A, or Management's Discussion and Analysis of Financial Condition and Results of Operations, is the narrative section of a company's [10-K](https://www.quantisnow.com/glossary/form-10-k) (Item 7) and [10-Q](https://www.quantisnow.com/glossary/form-10-q) (Part I, Item 2) in which management explains the financial statements: what drove results, how the business is funded, and what known trends could change the outlook. It is governed by Item 303 of Regulation S-K. ## How it works The SEC wants MD&A to let investors see the company "through the eyes of management." A typical MD&A covers: - **Overview** of the business and key developments in the period. - **Results of operations**, explaining changes in revenue, margins and expenses by segment, including the effect of price versus volume. - **Liquidity and capital resources**: cash, borrowing capacity, cash flows and expected funding needs. - **Known trends and uncertainties** reasonably likely to have a material effect on future results. - **Critical accounting estimates**, such as reserves, impairments and revenue recognition judgments. Companies often include key operating metrics and [non-GAAP](https://www.quantisnow.com/glossary/non-gaap) measures here, with reconciliations. Amendments adopted in 2020 removed the selected financial data and contractual obligations tables and refocused the section on material information. ## Why it matters for traders The earnings release gives the numbers; MD&A gives the reasons. It is where companies disclose things like a customer's slowing orders, price cuts offsetting volume growth, rising inventory, or tighter liquidity. The liquidity section is especially important for cash-burning companies: it states how long current cash is expected to last, which often foreshadows an offering or a [going concern](https://www.quantisnow.com/glossary/going-concern) warning. Comparing MD&A language quarter to quarter is a useful way to spot changes management did not highlight on the call. ## Example A hypothetical software company, Lumen Data (LMND), reports 18% revenue growth. Its 10-Q MD&A adds that net revenue retention fell from 115% to 106% and that "several large customers reduced seat counts at renewal." The press release did not mention either point, and analysts lower next year's growth estimates. ## FAQ ### Where do I find MD&A in a 10-K? In Item 7. In a 10-Q, it is Part I, Item 2. ### Is MD&A audited? No. The financial statements are audited, but MD&A is management's narrative and is not covered by the audit opinion. ## Related terms - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Form 10-Q](https://www.quantisnow.com/glossary/form-10-q.md): The quarterly report US public companies file with the SEC for each of the first three fiscal quarters, with unaudited financial statements and MD&A. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Going concern warning](https://www.quantisnow.com/glossary/going-concern.md): A disclosure, by management or the auditor, that there is substantial doubt about a company's ability to keep operating for the next year. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [SEC Form 10-K annual reports](https://www.quantisnow.com/categories/10-k) - [SEC Form 10-Q quarterly reports](https://www.quantisnow.com/categories/10-q) --- # Merger agreement > The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. Source: https://www.quantisnow.com/glossary/merger-agreement Topic: Glossary / Mergers and acquisitions Also known as: definitive merger agreement, definitive agreement, agreement and plan of merger Last updated: 2026-10-27 A merger agreement is the definitive, legally binding contract under which one company agrees to acquire another. It sets the price and form of consideration (cash, stock or both), how the deal will be completed, the conditions that must be met before closing, and when and at what cost either side can walk away. ## How it works Public companies typically announce a signed agreement by press release and file it within four business days as an exhibit to an 8-K under [Item 1.01](https://www.quantisnow.com/glossary/8-k-item-1-01). Key sections to read: - **Consideration:** cash per share, an exchange ratio, or a mix, plus any collars on stock deals - **Closing conditions:** shareholder approval, antitrust clearance under the HSR Act, other regulatory approvals, no material adverse effect - **Deal protections:** no-shop clauses, matching rights, or a [go-shop period](https://www.quantisnow.com/glossary/go-shop) - **Termination:** an outside date, plus [termination fees](https://www.quantisnow.com/glossary/termination-fee) owed by the target or a reverse fee owed by the buyer - **Financing:** whether the buyer's obligation depends on getting debt financing Stock deals usually require a registration statement such as a [Form S-4](https://www.quantisnow.com/glossary/form-s-4); cash deals go to a proxy vote or a tender offer. ## Why it matters for traders The signed agreement, not the headline, defines the risk. The target usually jumps toward the offer price and then trades at a spread. The acquirer often falls, especially in large stock deals. Arbitrage traders read the conditions and the outside date closely, since antitrust or financing risk is where deals break. A low reverse termination fee or a broad MAE definition gives the buyer more room to walk. ## Example Hypothetical Northwind Pharma (NWPH) agrees to acquire Contoso Bio (CTSB) for $50 per share in cash, about $5 billion, in a deal expected to close in two quarters. The agreement requires CTSB shareholder approval and HSR clearance, includes a $175 million termination fee (3.5%) payable by CTSB if it accepts a superior proposal, and has a nine-month outside date. ## FAQ ### Is a merger agreement final? It is binding, but closing depends on conditions such as shareholder and regulatory approval. Deals can still fail or be terminated under the agreement's terms. ### Where can I read a merger agreement? It is usually filed as Exhibit 2.1 to the 8-K announcing the deal, available on the SEC's EDGAR system. ## Related terms - [8-K Item 1.01: Entry into a Material Definitive Agreement](https://www.quantisnow.com/glossary/8-k-item-1-01.md): The 8-K item a company uses to disclose that it signed a material agreement outside the ordinary course of business, such as a merger or credit deal. - [Letter of intent](https://www.quantisnow.com/glossary/letter-of-intent.md): A largely non-binding document setting out the main terms of a proposed deal, such as price and structure, before a definitive agreement is negotiated. - [Termination fee (break-up fee)](https://www.quantisnow.com/glossary/termination-fee.md): A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. - [Go-shop period](https://www.quantisnow.com/glossary/go-shop.md): A window after a merger agreement is signed during which the target may actively solicit competing bids, usually with a reduced break-up fee. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Form S-4](https://www.quantisnow.com/glossary/form-s-4.md): The SEC registration statement used to register securities issued in mergers, acquisitions and exchange offers, often combined with a proxy statement. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Latest mergers and acquisitions](https://www.quantisnow.com/top/mergers-acquisitions) --- # Merger arbitrage > A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. Source: https://www.quantisnow.com/glossary/merger-arbitrage Topic: Glossary / Mergers and acquisitions Also known as: merger arb, risk arbitrage, deal arbitrage Last updated: 2026-10-27 Merger arbitrage, also called risk arbitrage, is a strategy that seeks to profit from the difference between a target company's share price after a deal is announced and the price the acquirer has agreed to pay. The arbitrageur earns the [deal spread](https://www.quantisnow.com/glossary/deal-spread) if the deal closes and risks a large loss if it breaks. ## How it works In a cash deal, the trader buys the target and waits for closing. In a stock deal, the trader buys the target and sells short the acquirer in proportion to the exchange ratio, locking in the spread regardless of where the acquirer's stock goes. Returns are small per deal but can be meaningful annualized, because capital is tied up only for the months until closing. The risk profile is lopsided. If the deal closes, the trader earns a few percent. If it breaks, the target often falls back to or below its pre-announcement price, a loss many times the expected gain. Arbitrageurs therefore spend most of their effort on probability: antitrust exposure, financing, shareholder votes, foreign approvals and the [merger agreement](https://www.quantisnow.com/glossary/merger-agreement) termination terms. ## Why it matters for traders Arbitrage demand is why targets trade just under the offer price after an announcement. A widening spread signals rising doubt about closing, such as a second request from regulators or financing trouble. A target trading above the offer price signals the market expects a higher bid. Watch 8-Ks on regulatory milestones, shareholder vote dates and extensions of the outside date. ## Example Hypothetical Northwind Software (NWSW) agrees to buy Contoso Labs (CTSL) for $60 per share in cash, expected to close in six months. CTSL trades at $57. The spread is $3, or 5.3%, roughly 10.5% annualized. Before the deal CTSL traded at $42. An arbitrageur risks about $15 to make $3, implying the market prices roughly an 83% chance of closing, ignoring time value and the chance of a higher bid. ## FAQ ### Is merger arbitrage risk-free? No. The name is misleading. Deals break, and when they do, the loss can wipe out the gains from many successful trades. ### How do you hedge a stock-for-stock merger? Buy the target and short the acquirer at the exchange ratio, so the spread is locked in whatever the acquirer's shares do. ## Related terms - [Deal spread](https://www.quantisnow.com/glossary/deal-spread.md): The gap between an acquisition target's market price and the value of the offer, reflecting the market's view of closing risk and time. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Termination fee (break-up fee)](https://www.quantisnow.com/glossary/termination-fee.md): A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Latest mergers and acquisitions](https://www.quantisnow.com/top/mergers-acquisitions) --- # Minimum bid price requirement > An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. Source: https://www.quantisnow.com/glossary/minimum-bid-price Topic: Glossary / Market structure Also known as: minimum bid price rule, $1 minimum bid requirement, bid price deficiency, Nasdaq minimum bid price Last updated: 2026-10-27 The minimum bid price requirement is a continued listing rule at Nasdaq and the NYSE that requires a company's stock to trade at $1.00 per share or more. A stock that stays below $1.00 for 30 consecutive business days receives a deficiency notice and generally has 180 calendar days to regain compliance. ## How it works **Nasdaq** measures the closing bid price. After 30 consecutive business days below $1.00, the company receives a notice and generally 180 calendar days to cure, which it does by closing at $1.00 or higher for at least 10 consecutive business days. Companies on the Nasdaq Capital Market (or that transfer to it) may qualify for a second 180-day period if they meet other listing standards and commit to a [reverse split](https://www.quantisnow.com/glossary/reverse-stock-split) if needed. Nasdaq has tightened the rules in recent years, limiting extra time for companies that have already done reverse splits. **The NYSE** looks at the average closing price over 30 consecutive trading days. A company below $1.00 generally has six months to cure. The company must disclose the notice on a Form 8-K under [Item 3.01](https://www.quantisnow.com/glossary/8-k-item-3-01), typically within four business days. ## Why it matters for traders A deficiency notice starts a clock that usually ends one of three ways: the stock recovers on its own, the company executes a reverse split, or it is [delisted](https://www.quantisnow.com/glossary/delisting) to the OTC markets. Reverse splits are the most common fix, and the stock often keeps falling after the split, since the underlying business problems remain. Struggling companies also tend to raise capital around the same time, adding [dilution](https://www.quantisnow.com/glossary/dilution). ## Example Hypothetical Bluefin Robotics (ticker BFRB), listed on Nasdaq, closes below $1.00 from March 3 through April 11, 30 consecutive business days. On April 14 it receives a deficiency letter and files an 8-K. It has 180 calendar days, until about October 11, to close at $1.00 or more for 10 straight business days. Trading at $0.40 in September, it announces a 1-for-10 reverse split, lifting the price to about $4.00. ## FAQ ### What happens if a company misses the deadline? The exchange issues a delisting determination. The company can usually appeal to a hearings panel, but the stock may be suspended and moved to the OTC markets. ## Related terms - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [NYSE](https://www.quantisnow.com/glossary/nyse.md): The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. - [8-K Item 3.01: Notice of Delisting or Failure to Satisfy a Listing Rule](https://www.quantisnow.com/glossary/8-k-item-3-01.md): The 8-K item a company files after an exchange notifies it that it no longer meets a listing standard, or when it moves or ends its listing. - [Penny stock](https://www.quantisnow.com/glossary/penny-stock.md): A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. ## On Quantisnow - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [Nasdaq-listed companies](https://www.quantisnow.com/exchanges/nasdaq) - [NYSE-listed companies](https://www.quantisnow.com/exchanges/nyse) - [Latest delisting and bankruptcy notices](https://www.quantisnow.com/top/delisting-bankruptcy-notices) - [Latest reverse stock split announcements](https://www.quantisnow.com/top/reverse-splits) --- # Naked short selling > Selling shares short without first borrowing them or arranging to borrow them, which can leave the buyer without delivery at settlement. Source: https://www.quantisnow.com/glossary/naked-short-selling Topic: Glossary / Short selling Also known as: naked shorting, naked short sale, naked shorts Last updated: 2026-10-27 Naked short selling is selling shares short without having borrowed them or arranged to borrow them first. If the seller cannot deliver shares by settlement, the trade results in a [failure to deliver](https://www.quantisnow.com/glossary/failure-to-deliver). ## How it works In a normal [short sale](https://www.quantisnow.com/glossary/short-selling), the broker locates shares that can be borrowed before the order is executed, then borrows them to deliver to the buyer. In a naked short, that step is skipped. US rules, mainly [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho), target the practice in several ways: - **Locate requirement (Rule 203(b)):** before accepting a short sale, a broker must borrow the shares, arrange to borrow them, or have reasonable grounds to believe they can be borrowed in time for delivery. - **Close-out requirement (Rule 204):** brokers must promptly close out fails to deliver by buying or borrowing shares, with strict deadlines. - **Antifraud rule (Rule 10b-21):** it is fraud to deceive a broker or buyer about one's intention or ability to deliver shares on a short sale. Bona fide market makers have a limited exception to the locate requirement, because they must be able to sell to buyers quickly to provide liquidity. Their short sales still have to settle. ## Why it matters for traders Naked shorting comes up constantly in retail discussions, especially around heavily shorted stocks and short squeezes. The practice is real but abusive naked shorting is illegal, and regulators have fined firms for locate and close-out violations. It is easy to overread the data. A failure to deliver can come from operational delays, long sales or legitimate market making, not just naked shorts. And high [short volume](https://www.quantisnow.com/glossary/short-volume) mostly reflects routine market maker activity, not illegal selling. ## Example A trader at a broker that ignores the locate requirement sells 50,000 shares of Contoso Robotics (CTSO) short without any borrow lined up. Settlement day arrives and no shares are delivered to the buyer, creating a fail. Under Rule 204, the clearing broker must close out the fail by buying or borrowing shares within the deadline, and until it does, it faces restrictions on further short sales in CTSO. ## FAQ ### Is naked short selling illegal? Abusive naked short selling is illegal in the US. Limited exceptions apply to bona fide market making, but those trades are still subject to delivery and close-out rules. ### Does a high number of fails to deliver prove naked shorting? No. Fails can result from many causes, including processing delays and long sellers who are late delivering shares. ## Related terms - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. - [Failure to deliver (FTD)](https://www.quantisnow.com/glossary/failure-to-deliver.md): A trade in which the seller does not deliver the shares to the buyer by the settlement date, currently one business day after the trade (T+1). - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) --- # Nasdaq > A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. Source: https://www.quantisnow.com/glossary/nasdaq Topic: Glossary / Market structure Also known as: Nasdaq Stock Market, Nasdaq exchange Last updated: 2026-10-27 Nasdaq is a US stock exchange operated by Nasdaq, Inc. It began trading in 1971 as the first electronic stock market and today lists thousands of companies, with a heavy concentration in technology, biotech and other growth sectors. ## How it works Nasdaq has no trading floor. Orders meet in an electronic limit order book, and liquidity comes from competing [market makers](https://www.quantisnow.com/glossary/market-maker) and other participants posting bids and offers. The exchange runs opening and closing crosses (auctions) that set the official open and close prices. Listed companies sit in one of three tiers, each with different financial and liquidity standards: | Tier | Typical profile | |---|---| | Nasdaq Global Select Market | Largest, most established companies | | Nasdaq Global Market | Mid-sized companies | | Nasdaq Capital Market | Smaller companies, many recent IPOs and early-stage biotechs | Continued listing rules include a [minimum bid price](https://www.quantisnow.com/glossary/minimum-bid-price) of $1.00, minimum stockholders' equity or market value thresholds, and corporate governance requirements such as an independent audit committee. Nasdaq also publishes widely followed indexes, including the Nasdaq Composite and the Nasdaq-100. ## Why it matters for traders Nasdaq compliance notices are frequent catalysts for small caps. A company that falls below a listing standard must disclose the deficiency on an 8-K, and repeated failures can lead to [delisting](https://www.quantisnow.com/glossary/delisting) to the OTC markets. Moves between tiers or a switch to the NYSE also show up as filings and press releases. Nasdaq halt codes (such as T1 for news pending) are the standard reference traders use when a stock stops trading intraday. ## FAQ ### Is Nasdaq the same as the Nasdaq Composite? No. Nasdaq is the exchange. The Nasdaq Composite is an index of the common stocks listed on it, and the Nasdaq-100 tracks the 100 largest non-financial companies listed there. ### What does it mean when a stock moves to the Nasdaq Capital Market? Usually the company no longer meets a higher tier's standards. Transferring can also give a company extra time to cure a bid price deficiency. ## Related terms - [NYSE](https://www.quantisnow.com/glossary/nyse.md): The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. ## On Quantisnow - [Nasdaq-listed companies](https://www.quantisnow.com/exchanges/nasdaq) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # NBBO (national best bid and offer) > The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. Source: https://www.quantisnow.com/glossary/nbbo Topic: Glossary / Market structure Also known as: NBBO, national best bid and offer, national best bid and ask Last updated: 2026-10-27 The NBBO (national best bid and offer) is the highest displayed bid and the lowest displayed offer for a security across all US stock exchanges at a given moment. It is what most trading apps show as "the quote." ## How it works Every exchange sends its best quotes to securities information processors (SIPs), which consolidate them and publish the NBBO. One SIP covers NYSE and other non-Nasdaq listed stocks, and another covers Nasdaq-listed stocks. Under Regulation NMS, the Order Protection Rule generally prohibits trading venues from executing a trade at a price worse than a protected quote displayed on another exchange (a "trade-through"). Brokers also have a best execution duty, and the NBBO is the yardstick for measuring it. Retail orders filled by wholesalers often get "price improvement," meaning a fill slightly better than the NBBO. A few nuances: - The NBBO only reflects displayed, round-lot quotes on exchanges. Hidden orders and [dark pool](https://www.quantisnow.com/glossary/dark-pool) liquidity do not appear in it. - Direct exchange feeds can be faster than the SIP, so professional traders sometimes see changes a fraction of a second earlier. - Quoted size at the NBBO may be small, so a large order can fill at several worse prices. ## Why it matters for traders The NBBO midpoint is the fairest reference for what a stock is "worth" right now, and the spread between bid and offer is your cost to trade immediately. When news hits, watch the NBBO widen or flicker: it shows how uncertain liquidity providers are. Limit up-limit down bands and many halt mechanisms are also calculated from NBBO prices. ## Example Exchange A shows $15.02 bid, $15.06 ask. Exchange B shows $15.03 bid, $15.07 ask. Exchange C shows $15.01 bid, $15.05 ask. The NBBO is $15.03 bid (B) by $15.05 ask (C), a two-cent spread, even though no single exchange is that tight. ## FAQ ### What is price improvement? A fill at a better price than the NBBO, for example buying at $15.048 when the national best offer is $15.05. ## Related terms - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Level 2 quotes](https://www.quantisnow.com/glossary/level-2.md): Market data showing the full depth of bids and offers at multiple price levels, not just the best bid and ask. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. - [Payment for order flow](https://www.quantisnow.com/glossary/payment-for-order-flow.md): Compensation a broker receives from a market maker for routing customer orders to it for execution, common in commission-free US retail brokerage. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # New Drug Application (NDA) > The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. Source: https://www.quantisnow.com/glossary/nda Topic: Glossary / Biotech and FDA Also known as: NDA, NDA submission, new drug application, 505(b)(2) Last updated: 2026-10-27 A New Drug Application (NDA) is the submission a sponsor files with the FDA to request approval to market a new drug, typically a chemically synthesized small molecule, in the United States. It must show that the drug is safe and effective for its intended use and can be manufactured to consistent quality. ## How it works An NDA compiles everything from development: clinical trial results (usually including [Phase 3](https://www.quantisnow.com/glossary/phase-3-trial) data), preclinical studies, pharmacology, manufacturing and controls, and proposed labeling. There are two main pathways under the Federal Food, Drug, and Cosmetic Act: - **505(b)(1):** a full application based on the sponsor's own studies. - **505(b)(2):** relies partly on published literature or the FDA's prior findings for an approved drug, common for new formulations or delivery methods. Within 60 days the FDA decides whether to accept the application for review or issue a refuse-to-file letter. Accepted NDAs get a [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date) under standard or [priority review](https://www.quantisnow.com/glossary/priority-review). The review may include facility inspections and an [advisory committee](https://www.quantisnow.com/glossary/advisory-committee). It ends in approval or a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). Biologics follow the separate [BLA](https://www.quantisnow.com/glossary/bla) pathway, and generics use the [ANDA](https://www.quantisnow.com/glossary/anda). ## Why it matters for traders Key NDA milestones each produce news: submission, FDA acceptance (which reveals the PDUFA date and review type), any advisory committee, and the final decision. A refuse-to-file letter is relatively rare and can hit a stock hard because it adds months of delay. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), submits an NDA in January. In March it announces the FDA accepted the filing with standard review. For a new molecular entity, that sets a goal date about 12 months from submission, the following January. ## FAQ ### What is the difference between an NDA and a BLA? NDAs cover most small-molecule drugs. BLAs cover biologics such as antibodies, vaccines and cell and gene therapies. ### How long does NDA review take? Standard review targets 10 months and priority review 6 months, measured from the 60-day filing date for new molecular entities. ## Related terms - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Supplemental NDA (sNDA)](https://www.quantisnow.com/glossary/snda.md): An application to change an already approved drug's NDA, most often to add a new indication, patient population, dose or formulation. - [Abbreviated New Drug Application (ANDA)](https://www.quantisnow.com/glossary/anda.md): The FDA application used to approve a generic drug by showing it is bioequivalent to an already approved brand-name drug. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) --- # Non-GAAP earnings > Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. Source: https://www.quantisnow.com/glossary/non-gaap Topic: Glossary / Earnings and fundamentals Also known as: adjusted earnings, adjusted EPS, non-GAAP EPS, pro forma earnings Last updated: 2026-10-27 Non-GAAP earnings are profit measures that a company calculates by adjusting its results under generally accepted accounting principles (GAAP), usually to exclude items it considers non-recurring or non-cash. Common examples are adjusted net income, adjusted [EPS](https://www.quantisnow.com/glossary/earnings-per-share) and adjusted [EBITDA](https://www.quantisnow.com/glossary/ebitda). ## How it works Typical exclusions: - Stock-based compensation. - Amortization of acquired intangible assets. - Restructuring and severance costs. - Acquisition and integration expenses. - Gains or losses on investments, debt extinguishment or litigation. - The tax effects of those adjustments. SEC rules govern their use. Regulation G and Item 10(e) of Regulation S-K require companies to reconcile each non-GAAP measure to the most directly comparable GAAP measure, and in filings and earnings releases the GAAP measure must be presented with equal or greater prominence. The SEC staff has also objected to adjustments that remove normal, recurring cash operating expenses or that change revenue recognition. ## Why it matters for traders Analyst consensus usually tracks the adjusted figure, so headline beats and misses are typically non-GAAP. That makes the adjustments worth inspecting: - **Size of the gap:** a large, persistent spread between GAAP and adjusted earnings deserves scrutiny. - **Recurring "one-time" items:** restructuring charges that show up every year are an operating cost. - **Stock compensation:** excluding it flatters earnings even though it dilutes shareholders. - **Consistency:** watch for definitions that change from quarter to quarter. ## Example Lumen Grid Software (ticker LMGS) reports GAAP net income of $10 million. It adds back $25 million of stock-based compensation, $8 million of acquired intangible amortization and $2 million of restructuring costs, then subtracts a $5 million tax effect. Adjusted net income is $40 million. On 80 million diluted shares, GAAP EPS is $0.125 and adjusted EPS is $0.50, four times higher. ## FAQ ### Is non-GAAP earnings misleading? Not inherently. It can clarify underlying performance, but it is company-defined, so check what is excluded and how it compares to GAAP. ### Which EPS do analysts use? Most consensus estimates track adjusted (non-GAAP) EPS, though the data provider's definition may differ from the company's. ## Related terms - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [EBITDA](https://www.quantisnow.com/glossary/ebitda.md): Earnings before interest, taxes, depreciation and amortization, a common proxy for operating profit before financing and non-cash charges. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Earnings announcements](https://www.quantisnow.com/categories/earnings) - [Live feed: Financials](https://www.quantisnow.com/news/financials) --- # NYSE > The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. Source: https://www.quantisnow.com/glossary/nyse Topic: Glossary / Market structure Also known as: New York Stock Exchange, Big Board Last updated: 2026-10-27 The NYSE (New York Stock Exchange) is the largest US stock exchange by the market value of its listed companies. Its roots trace to the 1792 Buttonwood Agreement, and it has been owned by Intercontinental Exchange (ICE) since 2013. ## How it works The NYSE is a hybrid market. Most trading is electronic, but each listed stock is assigned a designated market maker (DMM) on the floor who is responsible for maintaining orderly trading and for running the opening and closing auctions. Floor brokers can also represent large orders in person. The NYSE group operates several venues: - **NYSE**, the flagship market for large, established companies. - **NYSE American**, formerly the American Stock Exchange, aimed at smaller companies. - **NYSE Arca**, an electronic exchange that lists most US exchange-traded funds. Continued listing standards include a $1.00 average closing price over 30 consecutive trading days (the [minimum bid price](https://www.quantisnow.com/glossary/minimum-bid-price) test) and market capitalization and stockholders' equity tests. ## Why it matters for traders The NYSE closing auction is one of the largest liquidity events of the day, especially on index rebalance dates, when huge volume prints at the official close. Imbalance data published before the close can signal pressure in individual names. Listing changes also generate news. A company moving from [Nasdaq](https://www.quantisnow.com/glossary/nasdaq) to the NYSE, or vice versa, files a notice and usually issues a press release. Noncompliance notices from NYSE or NYSE American must be disclosed on an 8-K and can precede [delisting](https://www.quantisnow.com/glossary/delisting). ## FAQ ### What is the difference between NYSE and Nasdaq? Both are national securities exchanges. The NYSE uses designated market makers and a physical floor alongside electronic trading, while Nasdaq is fully electronic with competing market makers. Each has its own listing standards. ### What are the NYSE trading hours? Core trading runs from 9:30 a.m. to 4:00 p.m. ET. NYSE Arca also offers extended pre-market and after-hours sessions. ## Related terms - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. ## On Quantisnow - [NYSE-listed companies](https://www.quantisnow.com/exchanges/nyse) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # Open interest > The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. Source: https://www.quantisnow.com/glossary/open-interest Topic: Glossary / Options Also known as: options open interest, OI Last updated: 2026-10-27 Open interest is the total number of options contracts for a specific strike and expiration that remain open, meaning they have not yet been closed out, exercised or expired. It measures how many positions exist, not how much trading happened today. ## How it works Every options contract has a buyer and a seller. Whether open interest changes depends on whether each side is opening or closing a position: | Buyer | Seller | Change in open interest | |---|---|---| | Opening | Opening | Increases | | Opening | Closing | Unchanged (position transferred) | | Closing | Closing | Decreases | Open interest is calculated by the Options Clearing Corporation and updated once a day, so the figure you see during the session reflects positions as of the prior day's close. [Options volume](https://www.quantisnow.com/glossary/options-volume), by contrast, updates in real time. ## Why it matters for traders - **Liquidity.** Strikes with large open interest usually have tighter bid-ask spreads and are easier to exit. - **Confirming new positioning.** When today's volume in a strike far exceeds its open interest, at least some of that trading must be new positions. Traders check the next day's open interest to see if it actually rose. - **Expiration dynamics.** Large open interest concentrated at a strike near the stock price can matter on [expiration date](https://www.quantisnow.com/glossary/expiration-date), as dealer hedging around that level may pull the stock toward it. ## Example On Monday, Contoso Robotics (CTSO) $40 calls expiring next month have open interest of 1,200 contracts. During Tuesday's session, 9,500 contracts trade at that strike. Because volume is nearly eight times open interest, much of it is likely new. Wednesday morning, open interest updates to 7,800, an increase of 6,600 contracts, which confirms most of Tuesday's trades opened new positions rather than closing old ones. ## FAQ ### What is the difference between volume and open interest? Volume counts contracts traded during a session. Open interest counts contracts that are still open at the end of the day. A busy day of traders closing positions can have high volume and falling open interest. ### Does high open interest mean the stock will go up? No. Open interest shows how many positions exist, not which way they lean. Every open call has both a buyer and a seller. ## Related terms - [Options volume](https://www.quantisnow.com/glossary/options-volume.md): The number of options contracts traded during a session, for a single strike, an expiration or all of a stock's options combined. - [Unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity.md): Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. - [Put/call ratio](https://www.quantisnow.com/glossary/put-call-ratio.md): Put options volume (or open interest) divided by call options volume, used as a gauge of bearish versus bullish positioning. - [Expiration date](https://www.quantisnow.com/glossary/expiration-date.md): The last day an options contract can be traded or exercised, after which it either settles or expires worthless. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Option premium > The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. Source: https://www.quantisnow.com/glossary/option-premium Topic: Glossary / Options Also known as: options premium, option price Last updated: 2026-10-27 An option premium is the price the buyer of an options contract pays the seller. It is quoted per share, so a premium of $2.40 on a standard 100-share equity contract costs $240. ## How it works Every premium breaks into two parts: - **Intrinsic value:** what the option would be worth if exercised right now. For a call, stock price minus strike; for a put, strike minus stock price; never below zero. - **Extrinsic (time) value:** everything above intrinsic value. It reflects the chance the option gains value before expiration and shrinks to zero by expiration day. Pricing models such as Black-Scholes derive the premium from the stock price, strike, time to expiration, interest rates, expected dividends and [implied volatility](https://www.quantisnow.com/glossary/implied-volatility). Of those, volatility is the input traders argue about most, because it is the only one not directly observable. ## Why it matters for traders The premium is the full risk for a buyer and the maximum reward for a seller. Premiums inflate ahead of known catalysts such as earnings or an FDA decision, because the market prices in a larger move. Once the event passes, the time value can collapse in an [IV crush](https://www.quantisnow.com/glossary/iv-crush), so a buyer can be right on direction and still lose money. Sellers, by contrast, collect that inflated premium but take on the risk of an outsized move. Wide bid-ask spreads on the premium are a hidden cost, especially in thinly traded strikes. ## Example Northwind Therapeutics (NWTX) trades at $42. The $40 call expiring in 45 days is quoted at $3.10. - Intrinsic value: $42 - $40 = $2.00 - Time value: $3.10 - $2.00 = $1.10 - Cost of one contract: $310 If NWTX is still at $42 on expiration day, the call is worth only its $2.00 intrinsic value, and the buyer loses the $1.10 of time value ($110). ## FAQ ### Who receives the option premium? The seller (writer) of the option. They keep it whether or not the option is later exercised. ### Why is an option premium higher before earnings? Implied volatility rises before earnings because the market expects a bigger price move, and higher implied volatility means a higher premium. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [In the money (ITM)](https://www.quantisnow.com/glossary/in-the-money.md): Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. - [IV crush](https://www.quantisnow.com/glossary/iv-crush.md): The sharp drop in implied volatility, and in option prices, that typically follows a scheduled event like earnings or an FDA decision. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Options chain > A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. Source: https://www.quantisnow.com/glossary/options-chain Topic: Glossary / Options Also known as: option chain, options chains, options matrix Last updated: 2026-10-27 An options chain is a table that lists every available call and put option for a stock or ETF, organized by [expiration date](https://www.quantisnow.com/glossary/expiration-date) and [strike price](https://www.quantisnow.com/glossary/strike-price). It is the standard view for finding, pricing and comparing contracts. ## How it works Most chains show one expiration at a time, with calls on the left, puts on the right, and strikes running down the middle. Typical columns for each contract: | Column | What it tells you | |---|---| | Bid / Ask | Best price to sell / buy right now | | Last | Price of the most recent trade | | Volume | Contracts traded today | | [Open interest](https://www.quantisnow.com/glossary/open-interest) | Contracts still open as of the prior close | | [Implied volatility](https://www.quantisnow.com/glossary/implied-volatility) | Volatility the price implies | | Delta and other Greeks | Sensitivity to price, time and volatility | In-the-money strikes are often shaded so the current stock price is easy to locate. ## Why it matters for traders The chain is where a lot of signal hides. Traders scan it to: - Read the expected move from the at-the-money straddle before earnings or an FDA decision. - Spot strikes where volume is far above open interest, a common definition of unusual activity. - Compare implied volatility across expirations to see which dates carry event premium. - Check bid-ask spreads before trading, since wide spreads in thin strikes are a real cost. ## Example Northwind Therapeutics (NWTX) trades at $24.60 with a PDUFA date in three weeks. On the chain for the first expiration after that date, the $25 row shows: - Call: bid $2.80, ask $3.00, volume 4,100, open interest 1,250, IV 135% - Put: bid $3.10, ask $3.30, volume 2,600, open interest 3,900, IV 138% The straddle mid-price is about $2.90 + $3.20 = $6.10, so options are pricing a move of roughly 25% by that expiration. Call volume more than three times open interest suggests fresh call positioning. ## FAQ ### How do you read an options chain? Pick an expiration, find the strike closest to the stock price, then read across: calls on one side, puts on the other, with bid, ask, volume, open interest and implied volatility for each. ### Why do some strikes have no bid? Far out-of-the-money or thinly traded contracts may have no buyers at any price, which means they are effectively worth zero to a seller at that moment. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Expiration date](https://www.quantisnow.com/glossary/expiration-date.md): The last day an options contract can be traded or exercised, after which it either settles or expires worthless. - [Open interest](https://www.quantisnow.com/glossary/open-interest.md): The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Options volume > The number of options contracts traded during a session, for a single strike, an expiration or all of a stock's options combined. Source: https://www.quantisnow.com/glossary/options-volume Topic: Glossary / Options Also known as: option volume, options trading volume Last updated: 2026-10-27 Options volume is the number of options contracts traded during a session. It can be measured for a single contract (one strike and expiration), for all calls or all puts, or for every option on a stock combined. Each trade counts once, regardless of whether it opened or closed a position. ## How it works Volume resets to zero at the start of each trading day and accumulates in real time. On its own, a volume number says little, so traders compare it with two baselines: - **The stock's average daily options volume.** A day at five or ten times normal stands out, much like [relative volume](https://www.quantisnow.com/glossary/relative-volume) in shares. - **[Open interest](https://www.quantisnow.com/glossary/open-interest).** Volume well above existing open interest in a strike means traders are likely opening new positions there. Volume is often split into calls versus puts, which feeds the [put/call ratio](https://www.quantisnow.com/glossary/put-call-ratio), and sometimes by whether trades executed near the bid or the ask, as a rough read on who initiated them. ## Why it matters for traders Spikes in options volume often show up before or alongside news: an earnings date, an FDA decision, takeover rumors or a breaking headline. Heavy volume concentrated in short-dated, out-of-the-money contracts is a common definition of [unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity). The trap is reading direction into volume. A large call trade could be a bullish bet, a covered call seller, a hedge against a short stock position, or one leg of a spread. ## Example Northwind Therapeutics (NWTX) averages about 2,000 options contracts a day. One afternoon, 18,000 contracts trade, nine times normal, and 14,000 of them are calls at the $15 strike expiring in three weeks, with the stock at $11. Open interest at that strike was 600 the prior day. That combination of volume, strike and timing is what traders would flag and then check against news and the next day's open interest. ## FAQ ### Is high options volume bullish? Not by itself. You need to know whether the volume is in calls or puts, whether trades were bought or sold, and whether they opened new positions. ### Where does options volume data come from? US listed options trade on multiple exchanges and are cleared by the Options Clearing Corporation. Trade data is consolidated and published in real time by market data providers. ## Related terms - [Open interest](https://www.quantisnow.com/glossary/open-interest.md): The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. - [Unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity.md): Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. - [Put/call ratio](https://www.quantisnow.com/glossary/put-call-ratio.md): Put options volume (or open interest) divided by call options volume, used as a gauge of bearish versus bullish positioning. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Orphan drug designation > An FDA status for drugs treating rare diseases affecting fewer than 200,000 people in the US, bringing incentives such as 7 years of market exclusivity. Source: https://www.quantisnow.com/glossary/orphan-drug-designation Topic: Glossary / Biotech and FDA Also known as: orphan drug status, ODD, orphan designation Last updated: 2026-10-27 Orphan drug designation is a status granted by the FDA's Office of Orphan Products Development to drugs and biologics intended to treat rare diseases, defined as conditions affecting fewer than 200,000 people in the United States. It was created by the Orphan Drug Act of 1983 to encourage development for small patient populations. ## How it works A sponsor applies with data supporting the disease prevalence and a scientific rationale for the drug. Designation can come early, even before clinical trials. Incentives include: - **Seven years of market exclusivity** after approval for the designated indication, during which the FDA generally cannot approve the same drug for the same use. - **Tax credits** for a portion of qualified clinical testing costs. - **Waiver of the PDUFA application fee**, which can save millions of dollars. - FDA assistance with development. Designation is not approval and does not by itself speed review. Drugs can also qualify for orphan status if they target a disease affecting more than 200,000 people but have no reasonable expectation of recovering development costs from US sales. The European Medicines Agency has a separate orphan program with its own criteria. ## Why it matters for traders Orphan designation is common, so its headline impact is usually small. Its real value shows up later: seven years of exclusivity can protect revenue even where patents are weak, and rare-disease drugs often command high prices. Traders also watch for competing orphan programs, since the first approval for a given drug and indication typically wins exclusivity. ## Example Northwind Therapeutics (NWTX) develops a treatment for a genetic muscle disorder affecting about 15,000 people in the US. It receives orphan drug designation during Phase 1. If approved, NWTX gets seven years of orphan exclusivity for that indication, regardless of its patent position. ## FAQ ### How many people must a disease affect to qualify as orphan? Fewer than 200,000 people in the United States. ### Does orphan drug designation guarantee approval? No. The drug must still prove safety and effectiveness through a standard NDA or BLA review. ## Related terms - [Fast track designation](https://www.quantisnow.com/glossary/fast-track.md): An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. - [Breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy.md): An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) --- # OTC markets > Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. Source: https://www.quantisnow.com/glossary/otc-markets Topic: Glossary / Market structure Also known as: over-the-counter market, OTC stocks, OTCQX, OTCQB, Pink Open Market Last updated: 2026-10-27 OTC markets are trading venues outside the national securities exchanges, where shares trade through networks of broker-dealers instead of on an exchange like the NYSE or Nasdaq. In the US, most OTC equity quoting happens on systems run by OTC Markets Group. ## How it works OTC Markets Group sorts companies into tiers based mainly on disclosure: | Tier | What it signals | |---|---| | OTCQX | Highest tier, with financial standards and current reporting. Includes many large foreign companies that trade as ADRs. | | OTCQB | The "venture market" for early-stage and developing companies, with a minimum bid test and annual certification. | | Pink | Open market with no financial standards. Disclosure ranges from current to limited or none. | Below these sit the Expert Market, where quotes are restricted for securities without adequate current public information, and flags such as "Caveat Emptor" for securities with public interest concerns. Amendments to SEC Rule 15c2-11 that took effect in 2021 tightened when brokers may publish quotes for issuers lacking current public information. OTC trades are reported to [FINRA](https://www.quantisnow.com/glossary/finra), which oversees the broker-dealers involved. ## Why it matters for traders Stocks usually land on the OTC after [delisting](https://www.quantisnow.com/glossary/delisting) from an exchange, often following a failed [minimum bid price](https://www.quantisnow.com/glossary/minimum-bid-price) cure or a bankruptcy filing. Liquidity is thinner, spreads are wider, and many OTC names are [penny stocks](https://www.quantisnow.com/glossary/penny-stock) with a higher risk of promotion schemes. Not all OTC stocks are speculative. Large foreign companies such as European and Japanese blue chips often have OTC-traded ADRs. The tier and the company's filing status tell you far more than the venue alone. ## FAQ ### Is it safe to buy OTC stocks? OTC stocks carry extra risks: less disclosure, lower liquidity and more potential for manipulation. Checking the tier and whether the company files with the SEC is a basic first step. ### Why did my stock move to the OTC? Usually because it was delisted from Nasdaq or NYSE for failing a listing standard, or because the company voluntarily delisted and filed a Form 25. ## Related terms - [Penny stock](https://www.quantisnow.com/glossary/penny-stock.md): A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [FINRA](https://www.quantisnow.com/glossary/finra.md): The self-regulatory organization that oversees US broker-dealers, licenses their representatives and collects short interest and off-exchange trade data. - [Form 25](https://www.quantisnow.com/glossary/form-25.md): The SEC filing that removes a class of securities from listing on a national exchange, made by either the exchange or the company. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. ## On Quantisnow - [OTC-traded companies](https://www.quantisnow.com/exchanges/otc) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) - [Stock exchanges](https://www.quantisnow.com/exchanges) --- # Out of the money (OTM) > Describes an option with no intrinsic value: a call whose strike is above the stock price, or a put whose strike is below it. Source: https://www.quantisnow.com/glossary/out-of-the-money Topic: Glossary / Options Also known as: out-of-the-money, OTM option, out-of-the-money option Last updated: 2026-10-27 Out of the money (OTM) describes an option with no intrinsic value: a call whose [strike price](https://www.quantisnow.com/glossary/strike-price) is above the current stock price, or a put whose strike is below it. Its entire premium is time value. ## How it works Because an OTM option has no intrinsic value, it is worthless at expiration unless the stock moves past the strike. Its price comes entirely from the chance that happens before time runs out, which depends on time to expiration and [implied volatility](https://www.quantisnow.com/glossary/implied-volatility). OTM options have a [delta](https://www.quantisnow.com/glossary/delta) below 0.50 in absolute terms. Traders often treat delta as a rough proxy for the probability the option finishes in the money, so a 0.15-delta call is loosely priced as roughly a 15% chance. ## Why it matters for traders - **Cheap leverage, low hit rate.** OTM options cost little and can return many times their price on a big move, but most expire worthless. - **Time decay.** All of an OTM option's value is time value, so it erodes steadily if the stock does not move. - **A signal source.** Large, sudden buying of short-dated OTM calls or puts is a classic form of [unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity), because someone is paying for a big move in a short time. - **For sellers.** Selling OTM options collects premium with a high probability of keeping it, in exchange for exposure to large, rare losses. ## Example Fabrikam Software (FBKM) trades at $30 two weeks before earnings. - The $35 call is $5 OTM and costs $0.40 ($40 per contract). - If FBKM jumps to $38 after earnings, the call is worth at least $3.00 at expiration, about 7.5 times its cost. - If FBKM finishes at $34, the call expires worthless and the buyer loses $40. ## FAQ ### Why do out-of-the-money options lose value so fast? All of their value is time value, which decays every day and accelerates near expiration. If the stock is not moving toward the strike, there is nothing else holding the price up. ### Can an out-of-the-money option still be worth selling before expiration? Yes. If the stock moves toward the strike or implied volatility rises, an OTM option can gain value and be sold at a profit before it ever goes in the money. ## Related terms - [In the money (ITM)](https://www.quantisnow.com/glossary/in-the-money.md): Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Delta](https://www.quantisnow.com/glossary/delta.md): How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. - [Unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity.md): Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Outperform rating > An analyst rating meaning a stock is expected to deliver better returns than its sector, the market or the analyst's coverage universe; similar to Buy. Source: https://www.quantisnow.com/glossary/outperform Topic: Glossary / Analyst ratings Also known as: outperform, rated outperform, upgraded to outperform Last updated: 2026-10-27 An Outperform rating is an analyst recommendation that a stock is expected to beat a benchmark, such as its sector, the broad market or the analyst's coverage universe, over the rating horizon. It is the top tier on the Outperform/Market Perform (or Sector Perform)/Underperform scale used by many brokerages. ## How it works Like [Overweight](https://www.quantisnow.com/glossary/overweight), Outperform is a relative call. Each firm's disclosures define the benchmark and, often, a return threshold. Some firms add tiers on either side, such as "Strong Outperform" or "Market Outperform", so the exact meaning depends on the firm's scale. The market generally treats Outperform as equivalent to a [Buy rating](https://www.quantisnow.com/glossary/buy-rating). Its opposite is Underperform, which corresponds to Sell or [Underweight](https://www.quantisnow.com/glossary/underweight). ## Why it matters for traders What matters is the change and the context: - **Upgrade to Outperform** from Market Perform is a positive call and can move the stock, particularly for smaller companies with thin coverage. - **Initiation at Outperform** is common and usually less market-moving. - **[Price target](https://www.quantisnow.com/glossary/price-target).** The implied upside shows how strong the conviction is. - **Relative framing.** In a sector sell-off, an Outperform stock may still fall, just less than peers. ## Example An analyst upgrades a hypothetical railroad, Ironline Transport (IRLT), from Market Perform to Outperform and raises the target from $150 to $175. With IRLT at $152, the new target implies about 15% upside ($23 / $152). The note expects volume recovery to help IRLT beat the transport group. ## FAQ ### Is Outperform a Buy? In practice, yes. It is the top tier of a relative rating scale and is treated as the equivalent of Buy. ### What is Market Perform? Market Perform is the neutral middle tier on the same scale, comparable to Hold. ## Related terms - [Overweight rating](https://www.quantisnow.com/glossary/overweight.md): An analyst rating meaning a stock is expected to beat its sector or benchmark, so investors should hold more of it than its index weight; similar to Buy. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Underweight rating](https://www.quantisnow.com/glossary/underweight.md): An analyst rating meaning a stock is expected to lag its sector or benchmark, so investors should hold less of it than its index weight; similar to Sell. - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Latest analyst upgrades](https://www.quantisnow.com/top/analyst-upgrades) --- # Overweight rating > An analyst rating meaning a stock is expected to beat its sector or benchmark, so investors should hold more of it than its index weight; similar to Buy. Source: https://www.quantisnow.com/glossary/overweight Topic: Glossary / Analyst ratings Also known as: overweight, rated overweight, upgraded to overweight Last updated: 2026-10-27 An Overweight rating is an analyst recommendation that a stock is expected to outperform a benchmark, typically its industry or the analyst's coverage universe, over the rating horizon. It is the top tier of the Overweight/Equal-weight (or Neutral)/[Underweight](https://www.quantisnow.com/glossary/underweight) scale used by firms such as Morgan Stanley and JPMorgan. ## How it works The term comes from portfolio management. A fund benchmarked to an index can hold a stock at more than its index weight (overweight), at its index weight (equal-weight or market-weight), or at less (underweight). An Overweight call is the analyst telling clients that a stock deserves more than its benchmark share. Because it is relative, Overweight does not necessarily predict an absolute gain. In a falling market, an Overweight stock could decline but still beat its sector. In practice, the market treats Overweight as equivalent to [Buy](https://www.quantisnow.com/glossary/buy-rating). ## Why it matters for traders Rating headlines from large banks move stocks, and traders read them on a common scale: | Scale | Positive | Neutral | Negative | | --- | --- | --- | --- | | Buy/Hold/Sell | Buy | Hold | Sell | | Weight-based | Overweight | Equal-weight / Neutral | Underweight | | Performance-based | Outperform | Market Perform | Underperform | Upgrades to Overweight from large banks frequently appear in morning movers lists, and the size of the [price target](https://www.quantisnow.com/glossary/price-target) change helps gauge conviction. ## Example An analyst moves a hypothetical bank, Riverstone Financial (RVSF), from Equal-weight to Overweight and raises the target from $44 to $52. With RVSF at $45, the new target implies about 15.6% upside ($7 / $45). The note argues the stock should beat the regional bank group as funding costs ease. ## FAQ ### Is Overweight the same as Buy? In practice, yes. Technically it is a relative call against a benchmark, while some firms define Buy in absolute return terms. ### Is Overweight better than Outperform? They are equivalent top-tier ratings on different firms' scales. Neither is stronger in itself. ## Related terms - [Underweight rating](https://www.quantisnow.com/glossary/underweight.md): An analyst rating meaning a stock is expected to lag its sector or benchmark, so investors should hold less of it than its index weight; similar to Sell. - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Outperform rating](https://www.quantisnow.com/glossary/outperform.md): An analyst rating meaning a stock is expected to deliver better returns than its sector, the market or the analyst's coverage universe; similar to Buy. - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Analyst upgrades](https://www.quantisnow.com/categories/analyst-upgrades) --- # Payment date > The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. Source: https://www.quantisnow.com/glossary/payment-date Topic: Glossary / Dividends Also known as: pay date, payable date, dividend payment date Last updated: 2026-10-27 The payment date (also called the payable date) is the day a company distributes a declared [dividend](https://www.quantisnow.com/glossary/dividend) to shareholders who were eligible as of the [record date](https://www.quantisnow.com/glossary/record-date). The cash is sent through the company's paying agent and the depository to brokers, which credit investors' accounts. ## How it works The payment date is set by the board at the declaration date. The gap between record date and payment date varies by company, often from a few days to several weeks, to allow the transfer agent to reconcile the shareholder list. - **Cash dividends** arrive in brokerage accounts on the payment date, sometimes appearing a day later depending on the broker. - **[DRIP](https://www.quantisnow.com/glossary/drip) participants** have the cash used to buy additional shares on or around the payment date. - **Large distributions:** when a dividend equals roughly 25% or more of the share price, the ex-dividend date is set after the payment date, the reverse of the normal order. Owning the stock on the payment date is not required. What matters is buying before the [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date). ## Why it matters for traders The payment date usually has little effect on the stock price; the price adjustment for the dividend happens on the ex-date. It matters for cash planning, for tracking when reinvested shares arrive, and for the large-distribution exception, where the ex-date timing changes and sellers before the ex-date must deliver the dividend to buyers through due bills. For companies under financial stress, a declared dividend actually being paid on schedule can also be a small confirmation that cash is available. ## Example Cobalt Ridge Mining (ticker CBRM) declares a $0.25 quarterly dividend with a record date of June 12 and a payment date of June 30. An investor who owned 2,000 shares before the June 12 ex-date and sold them on June 15 still receives $500 on June 30. ## FAQ ### Do I need to own the stock on the payment date? No. Eligibility is set by buying before the ex-dividend date. You can sell before the payment date and still be paid. ### Why is there a delay between the record date and payment date? The company and its transfer agent need time to finalize the list of eligible holders and arrange the funds. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Declaration date](https://www.quantisnow.com/glossary/declaration-date.md): The date a company's board announces a dividend, setting its amount, ex-dividend date, record date and payment date. - [Dividend reinvestment plan (DRIP)](https://www.quantisnow.com/glossary/drip.md): A program that automatically uses an investor's cash dividends to buy more shares of the same stock, often including fractional shares. - [Special dividend](https://www.quantisnow.com/glossary/special-dividend.md): A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) --- # Payment for order flow > Compensation a broker receives from a market maker for routing customer orders to it for execution, common in commission-free US retail brokerage. Source: https://www.quantisnow.com/glossary/payment-for-order-flow Topic: Glossary / Market structure Also known as: PFOF, order flow payments Last updated: 2026-10-27 Payment for order flow (PFOF) is the compensation a broker receives from a market maker, usually a wholesaler, in exchange for sending its customers' orders to that firm for execution. It is a major revenue source behind commission-free trading in the US. ## How it works Retail orders are attractive to [market makers](https://www.quantisnow.com/glossary/market-maker) because they are small and generally not based on short-term information, so they are cheaper to fill than orders from professional traders. Wholesalers pay brokers a small amount per share (or per options contract) for this flow, then fill the orders internally, often at a slight improvement over the [NBBO](https://www.quantisnow.com/glossary/nbbo). Brokers must disclose their routing practices and PFOF received in quarterly Rule 606 reports, and market centers publish execution quality statistics under Rule 605, which the SEC expanded in 2024. Brokers still owe customers best execution regardless of payments. PFOF is especially large in options, where spreads are wider. It is banned in the UK, and the European Union has moved to phase it out, but it remains legal in the US. ## Why it matters for traders Critics argue PFOF creates a conflict of interest: brokers may route to whoever pays most rather than whoever fills best, and retail orders are kept away from lit exchanges, reducing public price discovery. Supporters point to zero commissions and measurable price improvement on many fills. For an active trader, the practical questions are fill quality and speed. Comparing your fill prices against the NBBO at order time, especially for options and illiquid stocks, shows what the "free" trade actually costs. Using [limit orders](https://www.quantisnow.com/glossary/limit-order) caps the downside of a poor fill. ## FAQ ### Is payment for order flow bad for retail investors? It is debated. Retail orders often receive price improvement versus the NBBO, but critics argue the improvement would be larger with more competition for those orders. ### How do I know if my broker takes PFOF? Check the broker's Rule 606 report, usually linked from its website, which lists where orders were routed and the payments received. ## Related terms - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. - [Market order](https://www.quantisnow.com/glossary/market-order.md): An order to buy or sell immediately at the best available price, which guarantees execution but not the price. ## On Quantisnow - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) --- # Payout ratio > The share of a company's earnings paid out as dividends, calculated as dividends per share divided by earnings per share. Source: https://www.quantisnow.com/glossary/payout-ratio Topic: Glossary / Dividends Also known as: dividend payout ratio, cash payout ratio Last updated: 2026-10-27 The payout ratio is the percentage of a company's earnings that it distributes to shareholders as [dividends](https://www.quantisnow.com/glossary/dividend). It is calculated as dividends per share divided by [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share), or total dividends divided by net income. ## How it works Payout ratio = dividends per share / earnings per share x 100 Variations: - **Free cash flow payout ratio:** dividends divided by [free cash flow](https://www.quantisnow.com/glossary/free-cash-flow). Many analysts prefer it, since dividends are paid in cash, not accounting profit. - **Total shareholder payout:** adds buybacks to dividends. - **REITs:** usually measured against funds from operations (FFO) or adjusted FFO, because depreciation makes GAAP earnings understate cash generation. REITs must distribute most of their taxable income to keep their tax status, so high payout ratios are normal for them. A ratio above 100% means the company is paying out more than it earns, funding the difference from cash reserves, asset sales or borrowing. ## Why it matters for traders The payout ratio is the first check on whether a dividend is sustainable: - **Low (below roughly 40%):** room to raise the dividend or absorb an earnings dip. - **High (above roughly 80%) for a non-REIT:** little cushion; a downturn could force a [dividend cut](https://www.quantisnow.com/glossary/dividend-cut). - **Above 100%:** unsustainable unless earnings recover. Use the right denominator. A company with large non-cash charges can show a high EPS payout ratio while comfortably covering the dividend from cash flow, and the reverse can also be true. ## Example Harbor Freightline (ticker HRBF) earns $2.40 per share and pays $1.32 per year in dividends, a payout ratio of 1.32 / 2.40 = 55%. Free cash flow is $2.00 per share, so the cash payout ratio is 66%. If EPS falls to $1.20 in a recession, the EPS payout ratio rises to 110%. ## FAQ ### What is a healthy payout ratio? It varies by industry. For many mature non-REIT companies, a ratio well under 80% leaves room for downturns. ### Can a payout ratio be over 100%? Yes. It means dividends exceed earnings, which cannot continue indefinitely without new cash sources. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. - [Dividend cut](https://www.quantisnow.com/glossary/dividend-cut.md): A reduction or suspension of a company's regular dividend by its board, usually to preserve cash when earnings or cash flow weaken. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. ## On Quantisnow - [Dividend tracker](https://www.quantisnow.com/dividends) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) --- # PDUFA date > The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. Source: https://www.quantisnow.com/glossary/pdufa-date Topic: Glossary / Biotech and FDA Also known as: PDUFA goal date, FDA action date, target action date Last updated: 2026-10-27 A PDUFA date is the target date by which the US Food and Drug Administration aims to act on a [new drug application (NDA)](https://www.quantisnow.com/glossary/nda) or [biologics license application (BLA)](https://www.quantisnow.com/glossary/bla), either by approving it or by issuing a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). The name comes from the Prescription Drug User Fee Act, under which drugmakers pay fees and the FDA commits to review timelines. ## How it works After an application is submitted, the FDA has 60 days to decide whether to accept it for review. If accepted, it sets the goal date: | Review type | Goal for new molecular entities | Goal for other applications | | --- | --- | --- | | Standard | 10 months after the 60-day filing date (about 12 months from submission) | 10 months from receipt | | [Priority](https://www.quantisnow.com/glossary/priority-review) | 6 months after the filing date (about 8 months from submission) | 6 months from receipt | If the sponsor submits a major amendment during review, the FDA can extend the goal date by three months. The FDA does not publish PDUFA dates itself; companies disclose them in press releases and SEC filings. ## Why it matters for traders For a single-product biotech, the PDUFA date is often the biggest binary event in the company's life. Things traders watch: - **Run-up and sell-the-news.** Shares often climb into the date and can fall even on approval. - **Implied volatility.** Options typically price a large move, then collapse after the decision. - **Early or late action.** The FDA can act before the goal date, and occasionally misses it. - **Label details.** Indication breadth, boxed warnings and [REMS](https://www.quantisnow.com/glossary/rems) requirements shape the commercial outlook. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), submits an NDA for a new molecular entity on March 1 with priority review. Filing is accepted 60 days later, around April 30, and the six-month clock puts the PDUFA date around October 30, roughly eight months after submission. ## FAQ ### What happens on a PDUFA date? The FDA either approves the application or issues a complete response letter. The company usually announces the outcome by press release, often after market close. ### Can the FDA decide before the PDUFA date? Yes. Early approvals happen, though most decisions arrive on or near the goal date. ## Related terms - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [FDA advisory committee (AdCom)](https://www.quantisnow.com/glossary/advisory-committee.md): A panel of outside experts that reviews a drug or device application in a public meeting and votes on questions such as whether benefits outweigh risks. ## On Quantisnow - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) - [Latest PDUFA date announcements](https://www.quantisnow.com/top/pdufa-dates) --- # Penny stock > A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. Source: https://www.quantisnow.com/glossary/penny-stock Topic: Glossary / Market structure Also known as: penny stocks, sub-$5 stock Last updated: 2026-10-27 A penny stock is a low-priced share of a small company, defined by SEC rules generally as an equity security trading below $5 per share. Despite the name, the term covers far more than stocks priced in cents. ## How it works The SEC's definition (Exchange Act Rule 3a51-1) excludes certain securities, such as many exchange-listed stocks meeting specific standards, but the everyday meaning is simpler: a cheap stock with a small market value, thin trading and limited analyst coverage. Many trade on the [OTC markets](https://www.quantisnow.com/glossary/otc-markets), though plenty of Nasdaq Capital Market names also fit. Broker-dealers handling penny stock trades for customers face extra rules, including risk disclosure documents and, in some cases, suitability determinations before a sale. Some brokers restrict OTC penny stock trading altogether or charge extra fees. ## Why it matters for traders Penny stocks can move tens or hundreds of percent in a day on a press release, a small contract win or a social media wave. The same features that make those moves possible create the risks: - **Wide spreads** and shallow order books make entries and exits costly. - **[Dilution](https://www.quantisnow.com/glossary/dilution)** is common. Cash-poor companies often sell shares through at-the-market programs, registered directs or warrants right after a price spike. - **[Reverse splits](https://www.quantisnow.com/glossary/reverse-stock-split)** frequently follow long declines, especially when an exchange-listed stock falls below $1. - **Pump-and-dump schemes** target low-float names with paid promotion. ## Example Hypothetical Bluefin Robotics (ticker BFRB) trades at $0.80 with 40 million shares outstanding, a $32 million market cap. It announces a pilot contract and runs to $2.40 in a morning. That afternoon it files a prospectus supplement to sell 10 million shares at $1.90. If the stock trades down to the offering price, as it often does, buyers at the high are down about 21%. ## FAQ ### Is a penny stock always under $1? No. The SEC's working threshold is $5 per share. Stocks under $1 are a subset, often called sub-dollar stocks. ## Related terms - [OTC markets](https://www.quantisnow.com/glossary/otc-markets.md): Trading venues outside the national exchanges where stocks trade through broker-dealer networks, mainly the OTCQX, OTCQB and Pink tiers. - [Small-cap stock](https://www.quantisnow.com/glossary/small-cap.md): A stock of a company with a relatively small market capitalization, commonly defined as roughly $300 million to $2 billion. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. ## On Quantisnow - [OTC-traded companies](https://www.quantisnow.com/exchanges/otc) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Trending tickers](https://www.quantisnow.com/top/trending) --- # Phase 1 clinical trial > The first stage of human testing for a new drug, focused on safety, tolerability, dosing and how the body processes it, usually in a small group. Source: https://www.quantisnow.com/glossary/phase-1-trial Topic: Glossary / Biotech and FDA Also known as: Phase 1 trial, Phase I trial, first-in-human trial, Phase 1 study Last updated: 2026-10-27 A Phase 1 clinical trial is the first stage of testing an investigational drug in humans. Its main goals are to assess safety and tolerability, find a safe dose range, and measure pharmacokinetics (how the body absorbs, distributes, metabolizes and clears the drug). ## How it works Phase 1 begins once an [IND](https://www.quantisnow.com/glossary/ind) is in effect. Studies typically enroll about 20 to 100 participants. For most drugs these are healthy volunteers, but in oncology and some severe diseases the trials enroll patients, since the drugs may be too toxic for healthy people. Common designs include: - **Single ascending dose (SAD):** small groups receive one dose, with each group getting a higher dose than the last if safety allows. - **Multiple ascending dose (MAD):** the same approach with repeated dosing. - **Dose escalation in patients** to find the maximum tolerated dose or recommended Phase 2 dose. Some programs run combined Phase 1/2 trials that add expansion cohorts to look for early efficacy. ## Why it matters for traders Phase 1 data are mostly about safety, so the bar for a positive readout is "no unexpected problems". Exceptions draw big moves: patient-enrolling oncology and rare-disease trials can show early efficacy signals such as tumor responses or biomarker changes, and those can rerate a small-cap biotech. Serious adverse events or a clinical hold can do the opposite. Small sample sizes mean early efficacy numbers can shift substantially as more patients are dosed. ## Example Northwind Therapeutics (NWTX) runs a dose-escalation Phase 1 in 24 patients with an advanced solid tumor, enrolled in cohorts of three to six. At the two highest doses, 4 of 12 patients show tumor shrinkage, a 33% response rate. The company selects a recommended Phase 2 dose and the stock rallies on the early signal. ## FAQ ### What is the main purpose of a Phase 1 trial? To establish safety and dosing. Efficacy is usually not the primary goal. ### Are Phase 1 trial participants healthy? Often, but not always. Cancer and some rare disease trials enroll patients from the start. ## Related terms - [Investigational New Drug application (IND)](https://www.quantisnow.com/glossary/ind.md): The FDA filing a sponsor must have in effect before testing an unapproved drug or biologic in humans in the United States. - [Phase 2 clinical trial](https://www.quantisnow.com/glossary/phase-2-trial.md): The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Topline data](https://www.quantisnow.com/glossary/topline-data.md): The first high-level results from a clinical trial, usually covering the primary endpoint and key safety findings, released before the full dataset. - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. ## On Quantisnow - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Latest clinical trial results](https://www.quantisnow.com/top/clinical-trial-results) --- # Phase 2 clinical trial > The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. Source: https://www.quantisnow.com/glossary/phase-2-trial Topic: Glossary / Biotech and FDA Also known as: Phase 2 trial, Phase II trial, Phase 2b, proof-of-concept trial Last updated: 2026-10-27 A Phase 2 clinical trial is the stage of drug development that tests an investigational drug in patients with the target condition to gather early evidence of efficacy, identify the best dose and continue evaluating safety. It bridges the safety focus of [Phase 1](https://www.quantisnow.com/glossary/phase-1-trial) and the large confirmatory trials of [Phase 3](https://www.quantisnow.com/glossary/phase-3-trial). ## How it works Phase 2 studies usually enroll from several dozen to a few hundred patients. They are often split into: - **Phase 2a:** smaller proof-of-concept studies asking whether the drug has any effect. - **Phase 2b:** larger, often randomized and placebo-controlled studies comparing doses to choose the one for Phase 3. Endpoints may be clinical outcomes or biomarkers. Many Phase 2 trials are randomized and blinded, but single-arm designs are common in oncology, where response rate is compared against historical benchmarks. Strong Phase 2 data can support [breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy) and, in some cases, [accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval). At the end of Phase 2, sponsors typically meet with the FDA to agree on the design of pivotal trials. ## Why it matters for traders Phase 2 is where many drugs fail, and it is often the most important readout for an early-stage biotech's valuation because it is the first real test of efficacy. Traders scrutinize: - Whether the trial hit its [primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint) with statistical significance. - Effect size versus placebo and versus competing drugs. - Dose response, which supports that the effect is real. - Safety signals that could limit the commercial profile. ## Example Northwind Therapeutics (NWTX) runs a randomized Phase 2b in 240 patients across three doses and placebo (60 per arm). The high dose cuts disease flares by 50% versus placebo, the mid dose by 30%, and the low dose by 10%. The clean dose response supports moving the high dose into Phase 3. ## FAQ ### What is the difference between Phase 2a and 2b? Phase 2a is a smaller early test of whether the drug works. Phase 2b is usually larger and randomized, designed to pick the dose for Phase 3. ### Can a drug be approved after Phase 2? Sometimes, for serious diseases with unmet need, under accelerated approval or when a large randomized Phase 2 is compelling. Most drugs still need Phase 3. ## Related terms - [Phase 1 clinical trial](https://www.quantisnow.com/glossary/phase-1-trial.md): The first stage of human testing for a new drug, focused on safety, tolerability, dosing and how the body processes it, usually in a small group. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Topline data](https://www.quantisnow.com/glossary/topline-data.md): The first high-level results from a clinical trial, usually covering the primary endpoint and key safety findings, released before the full dataset. - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. - [Breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy.md): An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. ## On Quantisnow - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Latest clinical trial results](https://www.quantisnow.com/top/clinical-trial-results) --- # Phase 3 clinical trial > The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. Source: https://www.quantisnow.com/glossary/phase-3-trial Topic: Glossary / Biotech and FDA Also known as: Phase 3 trial, Phase III trial, pivotal trial, registrational trial Last updated: 2026-10-27 A Phase 3 clinical trial is the large, late-stage study designed to confirm that a drug is effective and to characterize its safety in the patient population it is meant to treat. Positive Phase 3 results usually form the core of an [NDA](https://www.quantisnow.com/glossary/nda) or [BLA](https://www.quantisnow.com/glossary/bla). ## How it works Phase 3 trials typically enroll from several hundred to several thousand patients, often across many sites and countries. Most are randomized, double-blind and controlled against placebo or the current standard of care. The design, including the [primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint) and statistical analysis plan, is usually agreed with the FDA in advance. Historically the FDA has often expected two adequate and well-controlled trials, though one large trial plus confirmatory evidence can be enough, particularly for serious or rare diseases. Independent data monitoring committees review unblinded data during the study and can recommend stopping early for overwhelming efficacy, futility or safety. Trials labeled "pivotal" or "registrational" are the ones intended to support approval, which can include some Phase 2 studies. ## Why it matters for traders Phase 3 readouts are among the most consequential events in biotech. For a company with one late-stage asset, [topline data](https://www.quantisnow.com/glossary/topline-data) can swing the stock 50% or more either way. Traders weigh: - The prior Phase 2 effect and whether Phase 3 was powered realistically. - Endpoint choice and FDA alignment. - Interim analyses and the risk of early stops. - Competition from drugs reading out in the same indication. ## Example Northwind Therapeutics (NWTX) enrolls 900 patients, randomized 2:1 to drug or placebo (600 and 300). The primary endpoint is the share of patients achieving remission at 52 weeks: 36% on drug versus 18% on placebo, an 18-point difference with p < 0.001. NWTX plans its BLA submission within six months. ## FAQ ### How long do Phase 3 trials take? Commonly one to four years, depending on enrollment speed and how long patients must be followed to measure the endpoint. ### What happens after a successful Phase 3? The sponsor typically submits an NDA or BLA to the FDA, which sets a PDUFA goal date once the application is accepted. ## Related terms - [Phase 2 clinical trial](https://www.quantisnow.com/glossary/phase-2-trial.md): The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. - [Topline data](https://www.quantisnow.com/glossary/topline-data.md): The first high-level results from a clinical trial, usually covering the primary endpoint and key safety findings, released before the full dataset. - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. ## On Quantisnow - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest clinical trial results](https://www.quantisnow.com/top/clinical-trial-results) --- # PIPE (private investment in public equity) > A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. Source: https://www.quantisnow.com/glossary/pipe Topic: Glossary / IPOs and offerings Also known as: PIPE, PIPE deal, PIPE financing, private investment in public equity, private placement Last updated: 2026-10-27 A PIPE, or private investment in public equity, is a transaction in which a publicly traded company sells shares, or securities convertible into shares, directly to accredited or institutional investors in a private placement exempt from SEC registration. The company then registers the shares for resale so the buyers can eventually sell them publicly. ## How it works The company negotiates terms with a group of investors, often through a placement agent, and signs a securities purchase agreement. Securities are sold under a private placement exemption (typically Section 4(a)(2) or Regulation D), so the company may file a [Form D](https://www.quantisnow.com/glossary/form-d), plus an 8-K for unregistered sales of equity under Item 3.02. A registration rights agreement requires the company to file a resale registration statement, often on Form S-3 or S-1, within a set time. PIPEs can be common stock, convertible preferred, convertible notes, or shares with [warrants](https://www.quantisnow.com/glossary/warrants). Nasdaq and the NYSE generally require shareholder approval when a company issues 20% or more of its outstanding shares below a defined minimum price in a private deal, which is why many PIPEs stay just under that level. PIPEs are standard in [de-SPAC](https://www.quantisnow.com/glossary/de-spac) transactions and biotech [reverse mergers](https://www.quantisnow.com/glossary/reverse-merger), where they guarantee cash at closing. ## Why it matters for traders Who invests matters. A PIPE led by respected specialist funds, especially at or above market, can be read as validation and lift the stock. A deeply discounted PIPE with heavy warrant coverage signals a weak bargaining position. Watch the price versus the market, the investor list, warrant terms, and the resale registration's effectiveness date, after which PIPE shares can be sold. ## Example Hypothetical Northwind Therapeutics (NWTX) trades at $12 with 30 million shares. It sells 5 million shares at $11 in a PIPE to a group of healthcare funds, raising $55 million. The new shares equal about 16.7% of the prior share count, below the 20% approval threshold. NWTX agrees to file a resale registration within 30 days. ## FAQ ### When can PIPE investors sell their shares? Generally once the resale registration statement is effective, or later under Rule 144 if no registration is filed. ### Is a PIPE good or bad for a stock? It depends on the terms and investors. A premium-priced PIPE from strong funds can be positive; a deep discount with warrants is usually negative. ## Related terms - [Registered direct offering](https://www.quantisnow.com/glossary/registered-direct-offering.md): A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Reverse merger](https://www.quantisnow.com/glossary/reverse-merger.md): A transaction in which a private company becomes public by merging into an existing public company, bypassing a traditional IPO. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Form D](https://www.quantisnow.com/glossary/form-d.md): The SEC notice a company files after first selling securities in an exempt private offering under Regulation D, disclosing the amount raised. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # Poison pill (shareholder rights plan) > A takeover defense that lets existing holders buy discounted shares if an investor crosses an ownership threshold, diluting the would-be acquirer. Source: https://www.quantisnow.com/glossary/poison-pill Topic: Glossary / Corporate actions Also known as: poison pill, shareholder rights plan, stockholder rights plan, rights plan Last updated: 2026-10-27 A poison pill, formally a shareholder rights plan, is a takeover defense in which a company's board issues rights to existing shareholders that become exercisable if any person acquires more than a set percentage of the stock. When triggered, every holder except the acquirer can buy additional shares at a steep discount, heavily diluting the acquirer. ## How it works The board can adopt a pill without a shareholder vote, typically disclosed in a press release and an 8-K. Thresholds are commonly set between 10% and 20% of outstanding shares, sometimes lower for plans designed to protect tax assets such as net operating losses. In a "flip-in" pill, crossing the threshold lets other holders buy target shares at half price; a "flip-over" provision lets them buy the acquirer's shares at a discount after a merger. Pills often have a one-year term and can be redeemed by the board for a nominal amount, which is the point: a bidder must negotiate with the board rather than go straight to shareholders. ## Why it matters for traders A pill rarely blocks a deal outright. It buys the board time and leverage. Adoption is a signal that an unwanted suitor or [activist investor](https://www.quantisnow.com/glossary/activist-investor) is building a stake, so check recent [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) filings and unusual volume. A bidder can respond with a proxy fight to replace the board and redeem the pill. Stocks often trade down modestly on pill adoption if the market reads it as entrenchment, or hold up if it reads it as a step toward a higher negotiated price. ## Example Hypothetical Northwind Media (NWMD) has 100 million shares at $20. After an investor files a 13D showing a 9% stake, the board adopts a one-year pill with a 12% threshold. If the investor crossed 12%, every other holder could pay $20 for $40 worth of stock, and the investor's stake would shrink sharply as the share count expanded. ## FAQ ### Do shareholders have to approve a poison pill? Usually not. Boards can adopt them unilaterally, though proxy advisers often oppose pills without a shareholder vote or with long terms. ### Has a poison pill ever actually been triggered? Very rarely. Their value lies in the threat, which forces bidders to negotiate with the board. ## Related terms - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) --- # Pre-market trading > Trading in US stocks before the 9:30 a.m. ET open, typically from 4:00 a.m. ET, with thinner liquidity and wider spreads. Source: https://www.quantisnow.com/glossary/pre-market-trading Topic: Glossary / Market structure Also known as: premarket trading, pre-market session, premarket Last updated: 2026-10-27 Pre-market trading is the session before the regular US market open at 9:30 a.m. ET, during which stocks trade electronically on exchanges and alternative venues. Major exchanges accept orders from as early as 4:00 a.m. ET, though the hours available depend on your broker. ## How it works Pre-market orders match in exchange order books just as during regular hours, but with far fewer participants. Most brokers accept only [limit orders](https://www.quantisnow.com/glossary/limit-order) outside regular hours, and many do not route stop orders. Pre-market prices are not used for the official open: the opening auction at 9:30 a.m. sets that. Some brokers and newer venues now offer overnight trading in popular stocks, extending the window further. Typical features of the session: - Low volume, concentrated in stocks with news. - Wide [bid-ask spreads](https://www.quantisnow.com/glossary/bid-ask-spread) and sharp, sometimes erratic price moves. - Heavy activity from 7:00 a.m. ET onward, and especially around 8:30 a.m. ET when key economic data such as jobs and CPI reports are released. ## Why it matters for traders Many catalysts land before the open: earnings from companies that report pre-market, FDA decisions announced overnight, merger announcements and analyst rating changes. The pre-market is where the first reaction happens, and it sets up the opening [gap](https://www.quantisnow.com/glossary/gap). Pre-market moves are a signal, not a verdict. A stock up 20% on 50,000 shares of pre-market volume may open far lower once regular-session liquidity arrives. Comparing pre-market volume to normal daily volume ([relative volume](https://www.quantisnow.com/glossary/relative-volume)) helps gauge whether a move has real participation. ## Example Hypothetical Northwind Therapeutics (ticker NWTX) closes at $10.00. At 7:00 a.m. ET it reports positive Phase 3 data. By 9:00 a.m. it trades at $14.50 on 2 million shares, versus a normal full-day volume of 1 million. That heavy participation makes it more likely the gap holds after the open than if only a few thousand shares had traded. ## FAQ ### What time does pre-market trading start? Major US exchanges start the early session at 4:00 a.m. ET. Many brokers give customers access from 4:00 a.m. or 7:00 a.m. ET. ## Related terms - [After-hours trading](https://www.quantisnow.com/glossary/after-hours-trading.md): Trading in US stocks after the 4:00 p.m. ET close, usually until 8:00 p.m. ET, when earnings and other news often break. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Bid-ask spread](https://www.quantisnow.com/glossary/bid-ask-spread.md): The gap between the highest price a buyer will pay (the bid) and the lowest price a seller will accept (the ask) for a security. - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Earnings, dividends and insiders](https://www.quantisnow.com/docs/market-calendars) - [Trending tickers](https://www.quantisnow.com/top/trending) --- # Preannouncement > An early release of preliminary results or a guidance change before a company's scheduled earnings report, either positive or negative. Source: https://www.quantisnow.com/glossary/preannouncement Topic: Glossary / Earnings and fundamentals Also known as: earnings preannouncement, negative preannouncement, positive preannouncement, profit warning Last updated: 2026-10-27 A preannouncement is a company's disclosure of preliminary financial results or a revised outlook ahead of its regularly scheduled earnings release. A negative preannouncement (often called a profit warning) says results will fall short of [guidance](https://www.quantisnow.com/glossary/guidance) or expectations; a positive one says they will exceed them. ## How it works Companies preannounce when they know results will differ materially from what the market expects and decide not to wait. Common triggers: - A quarter that ended well above or below guidance. - Lost customers, supply problems or a large one-time charge. - An upcoming investor conference (results are often released in early January ahead of a large healthcare conference, for example). - A capital raise, where updated numbers must be disclosed in offering documents. Preannouncements usually come via press release and a [Form 8-K](https://www.quantisnow.com/glossary/form-8-k) under [Item 2.02](https://www.quantisnow.com/glossary/8-k-item-2-02) (results of operations) or Item 7.01 (Regulation FD disclosure). They typically give ranges, such as "revenue of approximately $300 to $305 million," and note that figures are unaudited and subject to change. ## Why it matters for traders Preannouncements are high-impact because they reset expectations without warning. Negative ones often produce large gap-downs and a wave of estimate cuts and downgrades; they can also drag down peers that sell to the same customers. Positive preannouncements are less common and often signal real strength. Watch for preannouncements tied to an offering: a company announcing strong preliminary numbers and a stock sale the same day is setting up the raise. When results are finally reported, the stock may barely move since the news is already priced in, unless guidance changes again. ## Example Cobalt Ridge Mining (ticker CBRM) had guided Q4 revenue of $200 to $210 million, and consensus sat at $206 million. On January 8, CBRM files an 8-K saying preliminary Q4 revenue was about $180 million because of a mine outage. The midpoint is about 12.6% below consensus ($26 million / $206 million), and the stock opens down 18%. ## FAQ ### Why do companies preannounce earnings? To reset expectations early when results differ materially from guidance, to avoid a bigger surprise later, or ahead of a conference or financing. ### Is a preannouncement the same as an earnings report? No. It is preliminary and usually partial; the full report with financial statements comes on the scheduled date. ## Related terms - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. ## On Quantisnow - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [Live feed: Financials](https://www.quantisnow.com/news/financials) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # Premarket approval (PMA) > The FDA's most rigorous review pathway for high-risk Class III medical devices, requiring scientific evidence of safety and effectiveness. Source: https://www.quantisnow.com/glossary/pma Topic: Glossary / Biotech and FDA Also known as: PMA, PMA approval, premarket approval application Last updated: 2026-10-27 Premarket approval (PMA) is the FDA's review process for Class III medical devices, those that support or sustain human life, are of substantial importance in preventing impairment of health, or present a potentially unreasonable risk of illness or injury. Examples include implantable heart valves, pacemakers and some diagnostic tests. A PMA requires valid scientific evidence that the device is safe and effective for its intended use. ## How it works Unlike [510(k) clearance](https://www.quantisnow.com/glossary/510k-clearance), which relies on comparison to an existing device, a PMA must stand on its own evidence. That usually means clinical studies, often run under an investigational device exemption (IDE), the device equivalent of an [IND](https://www.quantisnow.com/glossary/ind). The application includes clinical and nonclinical data, manufacturing information and proposed labeling. The FDA conducts a filing review, a substantive scientific review, and usually an inspection of manufacturing facilities. For novel or high-profile devices it may refer the application to an expert advisory panel, similar to an [advisory committee](https://www.quantisnow.com/glossary/advisory-committee) for drugs. The statute calls for a decision within 180 days, though total review time is often longer when the FDA requests additional information. Outcomes include approval, an approvable letter, a not-approvable letter or denial. Changes to an approved device generally require a PMA supplement. ## Why it matters for traders For a small medtech company betting on one Class III device, the PMA decision is a binary catalyst comparable to a drug [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date). Panel meetings, FDA requests for more data and post-approval study requirements all produce news. Approval can also bring a meaningful competitive moat, since rivals must run their own trials rather than cite a predicate. ## Example A hypothetical device maker, Clearwater Devices (CLWD), completes a 500-patient pivotal trial of a heart valve under an IDE and submits a PMA. The FDA convenes an advisory panel, which votes in favor, and approval follows about a year after submission. CLWD shares rise 25% on the news. ## FAQ ### What is the difference between PMA and 510(k)? A PMA requires independent evidence of safety and effectiveness, usually from clinical trials, and applies to high-risk devices. A 510(k) shows equivalence to an existing device. ### Is a PMA like an NDA? Broadly, yes. It is the device world's equivalent of a full new drug approval. ## Related terms - [510(k) clearance](https://www.quantisnow.com/glossary/510k-clearance.md): FDA clearance to market a medical device shown to be substantially equivalent to a legally marketed device already on the market. - [FDA advisory committee (AdCom)](https://www.quantisnow.com/glossary/advisory-committee.md): A panel of outside experts that reviews a drug or device application in a public meeting and votes on questions such as whether benefits outweigh risks. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) --- # Press release > An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. Source: https://www.quantisnow.com/glossary/press-release Topic: Glossary / Market structure Also known as: press releases, news release, company announcement, newswire release Last updated: 2026-10-27 A press release is an official written announcement a company distributes to the public, usually through a commercial newswire, to disclose earnings, acquisitions, clinical trial results, financings, leadership changes and other material news. ## How it works Public companies send releases through wire services such as Business Wire, PR Newswire and GlobeNewswire, which push them simultaneously to news terminals, media outlets and data providers. Releases are usually timed outside market hours: before 9:30 a.m. ET or after 4:00 p.m. ET. A press release and an SEC filing often go together: - Under [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd), material information must be disclosed broadly and non-exclusively. A widely distributed press release is one accepted method. - Earnings releases are typically furnished to the SEC as an exhibit to a [Form 8-K](https://www.quantisnow.com/glossary/form-8-k) under Item 2.02. - Other releases are attached to 8-Ks under Item 7.01 (Reg FD) or Item 8.01 (other events), or not filed at all if the news is not material. The release and the filing do not always arrive at the same moment. The wire version often hits first, with the 8-K following minutes or hours later. ## Why it matters for traders Press releases are the raw form of most market-moving news, and the first seconds after a release crosses the wire are when the biggest repricing happens. Reading the release itself, not a headline, matters because: - Headlines miss the details that matter, such as guidance, margins, or the fine print in a deal. - Promotional language is common, especially from small caps. "Strategic partnership" or "letter of intent" can mean very little. - Offerings are often announced by press release after a stock spikes. During market hours, a company may request a news-pending [trading halt](https://www.quantisnow.com/glossary/trading-halt) before issuing a major release. ## FAQ ### Is a press release the same as an SEC filing? No. A press release is distributed through newswires; an SEC filing is submitted to EDGAR. Material releases are often also filed or furnished as an 8-K exhibit. ### Why do companies release news after the market closes? To give investors time to digest the information before trading resumes and to reduce disorderly intraday moves. ## Related terms - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [8-K Item 2.02: Results of Operations and Financial Condition](https://www.quantisnow.com/glossary/8-k-item-2-02.md): The 8-K item a company uses to furnish an earnings release or other public announcement of results for a completed period. - [8-K Item 7.01: Regulation FD Disclosure](https://www.quantisnow.com/glossary/8-k-item-7-01.md): The 8-K item a company uses to furnish information publicly under Regulation FD, such as investor presentations or updated guidance. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. ## On Quantisnow - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) - [Press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) - [Live news feed](https://www.quantisnow.com/docs/live-news-feed) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) --- # Price target > An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. Source: https://www.quantisnow.com/glossary/price-target Topic: Glossary / Analyst ratings Also known as: analyst price target, target price, 12-month price target Last updated: 2026-10-27 A price target is a [sell-side analyst's](https://www.quantisnow.com/glossary/sell-side-analyst) projection of the price a stock should reach over a set horizon, usually 12 months. It is published with the analyst's rating and is the most quoted number in any research note. ## How it works Analysts derive targets from valuation models: a multiple applied to forecast earnings (for example 22x next year's [EPS](https://www.quantisnow.com/glossary/earnings-per-share)), a discounted cash flow model, a sum-of-the-parts analysis, or, for pre-revenue biotechs, risk-adjusted sales of pipeline drugs. The target implies an expected return: Implied upside = (target - current price) / current price Targets are revised whenever the analyst's estimates or valuation assumptions change, most often after earnings, guidance updates or big price moves. A target change without a rating change ("raises PT to $60, keeps Buy") is far more common than an actual upgrade or downgrade. ## Why it matters for traders Targets frame how much conviction an analyst has, but they lag the market as often as they lead it. Traders look at: - **Size of the change.** A 30% raise signals a materially better outlook. A $1 trim is housekeeping. - **Consensus target.** The average across analysts, and how far the stock sits from it. - **Range.** A wide spread between highest and lowest targets reflects real disagreement. - **Chasing.** Targets raised right after a big rally often just follow the price. ## Example Northwind Therapeutics (NWTX) trades at $50. An analyst raises the target from $60 to $72 after strong trial data. Implied upside goes from 20% ($10 / $50) to 44% ($22 / $50). If NWTX rallies to $70 the next month, the target leaves only about 3% upside, which can prompt the analyst to either lift it again or downgrade on valuation. ## FAQ ### How accurate are analyst price targets? Not very, taken one by one. Stocks frequently miss or blow through targets. They are better read as a summary of the analyst's assumptions than as a forecast. ### What timeframe does a price target cover? Most firms use 12 months. Some use 6 or 18 months, and the note usually states the horizon. ## Related terms - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Price-to-earnings ratio (P/E)](https://www.quantisnow.com/glossary/pe-ratio.md): A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) - [Latest analyst upgrades](https://www.quantisnow.com/top/analyst-upgrades) - [Biggest analyst price target raises](https://www.quantisnow.com/top/price-target-raises) - [Biggest analyst price target cuts](https://www.quantisnow.com/top/price-target-cuts) --- # Price-to-earnings ratio (P/E) > A valuation multiple equal to a stock's share price divided by its earnings per share, showing how much investors pay for each dollar of profit. Source: https://www.quantisnow.com/glossary/pe-ratio Topic: Glossary / Earnings and fundamentals Also known as: P/E ratio, PE ratio, price-earnings ratio, earnings multiple, forward P/E Last updated: 2026-10-27 The price-to-earnings ratio (P/E) is a stock's current share price divided by its [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share). Equivalently, it is [market capitalization](https://www.quantisnow.com/glossary/market-capitalization) divided by net income. It tells you how many dollars investors are paying for one dollar of annual earnings. ## How it works - **Trailing P/E** uses EPS from the last four reported quarters (trailing twelve months). - **Forward P/E** uses the [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate) for the next twelve months or next fiscal year. - **GAAP vs adjusted:** P/E can be calculated on GAAP or adjusted EPS, which can give very different answers. When earnings are negative, P/E is not meaningful and is usually shown as "N/A." Very small positive earnings produce enormous P/Es that say little. The inverse, EPS divided by price, is the earnings yield. ## Why it matters for traders P/E is the most widely quoted valuation shortcut. A high P/E usually means the market expects strong growth; a low P/E can mean the business is cheap, cyclical, or facing problems. It is best used relative to: - The company's own history. - Peers in the same industry (P/Es vary widely by sector). - The company's growth rate. Earnings reports and guidance changes shift forward EPS, which can make a stock look cheaper or pricier overnight even if the price does not move. Cyclical companies often look cheapest on P/E right at peak earnings. ## Example Harbor Freightline (ticker HRBF) trades at $30. Trailing twelve-month EPS is $1.50, so trailing P/E is 30 / 1.50 = 20. Analysts expect $2.00 EPS next year, so forward P/E is 30 / 2.00 = 15. If the stock rises to $36 with no change in estimates, forward P/E becomes 18. ## FAQ ### What is a good P/E ratio? There is no universal number. Compare with peers, the company's growth rate and its own history. ### What is the difference between trailing and forward P/E? Trailing P/E uses the past twelve months of reported EPS; forward P/E uses analysts' estimates for future earnings. ## Related terms - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Non-GAAP earnings](https://www.quantisnow.com/glossary/non-gaap.md): Earnings figures adjusted by a company to exclude items such as stock compensation, amortization or one-time charges, which must be reconciled to GAAP. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. ## On Quantisnow - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report) - [Companies by market cap](https://www.quantisnow.com/top/market-cap) - [Sectors](https://www.quantisnow.com/sectors) --- # Primary endpoint > The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. Source: https://www.quantisnow.com/glossary/primary-endpoint Topic: Glossary / Biotech and FDA Also known as: primary outcome measure, primary efficacy endpoint, met primary endpoint Last updated: 2026-10-27 A primary endpoint is the main outcome a clinical trial is designed to measure, specified before the trial begins in the protocol and statistical analysis plan. Whether a trial "met its primary endpoint" is the standard test of success. ## How it works The primary endpoint drives the trial's design, including how many patients are needed (statistical power). Common types: - **Clinical outcomes:** overall survival, hospitalizations, heart attacks, strokes. - **Symptom or function scores:** pain scales, disease activity indexes. - **Surrogate endpoints:** biomarkers or measurements like tumor response, blood pressure or HbA1c that are expected to predict clinical benefit. Surrogates can support [accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval). Success is usually judged by statistical significance, most often a two-sided p-value below 0.05, meaning a result at least that large would be unlikely if the drug had no effect. Secondary endpoints are tested afterward, typically in a prespecified hierarchy so the overall false-positive rate stays controlled. Changing the primary endpoint after a trial is underway, or highlighting a different one after the fact, is a red flag for regulators and investors. ## Why it matters for traders The primary endpoint is the first line read in any [topline data](https://www.quantisnow.com/glossary/topline-data) release. Things to watch: - **Statistical vs clinical significance.** A tiny but significant effect may not be commercially meaningful. - **Endpoint acceptance.** Is it one the FDA has agreed can support approval? - **Near misses.** A p-value of 0.06 is still a miss, even if the company emphasizes "trends". - **Hierarchy.** If the primary misses, formal claims on secondary endpoints are generally off the table. ## Example Northwind Therapeutics (NWTX) runs a 400-patient trial with a primary endpoint of change in a disease severity score at 24 weeks. The drug arm improves 12 points and placebo 8 points, a 4-point difference with p = 0.02. The trial met its primary endpoint, but analysts debate whether 4 points is clinically meaningful. ## FAQ ### What does "met the primary endpoint" mean? The trial showed a statistically significant result on its main prespecified outcome, typically with a p-value below 0.05. ### What is the difference between primary and secondary endpoints? The primary endpoint decides whether the trial succeeded. Secondary endpoints provide supporting evidence and are usually tested only if the primary is met. ## Related terms - [Topline data](https://www.quantisnow.com/glossary/topline-data.md): The first high-level results from a clinical trial, usually covering the primary endpoint and key safety findings, released before the full dataset. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Phase 2 clinical trial](https://www.quantisnow.com/glossary/phase-2-trial.md): The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. ## On Quantisnow - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) --- # Priority review > An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. Source: https://www.quantisnow.com/glossary/priority-review Topic: Glossary / Biotech and FDA Also known as: priority review designation, priority review voucher, PRV Last updated: 2026-10-27 Priority review is an FDA designation that sets a 6-month goal for acting on a drug or biologic application, compared with 10 months under standard review. It goes to drugs that, if approved, would offer significant improvements in the safety or effectiveness of treating a serious condition. ## How it works The FDA decides whether to grant priority review when it accepts an [NDA](https://www.quantisnow.com/glossary/nda) or [BLA](https://www.quantisnow.com/glossary/bla), within the 60-day filing period. For new molecular entities and original BLAs, the clock starts at the end of that filing period, so priority review means roughly 8 months from submission versus about 12 months for standard. The company typically announces the designation along with the [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date). Priority review only shortens the review clock. It does not lower the evidence bar, and the FDA still conducts inspections and may hold an [advisory committee](https://www.quantisnow.com/glossary/advisory-committee). **Priority review vouchers (PRVs)** are a related tool. Sponsors can earn a voucher by winning approval in certain qualifying areas, such as tropical diseases or medical countermeasures, and redeem it to get priority review for a different application. Vouchers are transferable and have sold for tens of millions of dollars or more, so a sale is often material news for a small biotech. ## Why it matters for traders Priority review pulls the binary decision forward by about four months, which matters for cash runway and event timing. It also signals that the FDA views the drug as potentially significant. Voucher sales can provide non-dilutive cash that extends runway. ## Example Northwind Therapeutics (NWTX) submits a BLA on February 1. The FDA accepts it around April 1 with priority review, setting a PDUFA date around October 1, about 8 months from submission. Under standard review, the goal would have been around February 1 of the following year. ## FAQ ### How long is FDA priority review? The goal is 6 months, measured from the 60-day filing date for new molecular entities and original BLAs. ### What is a priority review voucher? A transferable voucher, earned through approval in specific qualifying programs, that entitles the holder to priority review of another application. ## Related terms - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [Breakthrough therapy designation](https://www.quantisnow.com/glossary/breakthrough-therapy.md): An FDA designation that speeds development of a drug for a serious condition when early clinical data show substantial improvement over existing therapy. - [Fast track designation](https://www.quantisnow.com/glossary/fast-track.md): An FDA designation that speeds development of drugs for serious conditions with unmet need, adding FDA contact and rolling review of the application. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. ## On Quantisnow - [PDUFA dates explained](https://www.quantisnow.com/guides/pdufa-dates-explained) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) --- # Public float > The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. Source: https://www.quantisnow.com/glossary/public-float Topic: Glossary / Earnings and fundamentals Also known as: float, free float, floating shares Last updated: 2026-10-27 Public float is the number (or market value) of a company's outstanding shares held by non-affiliates, meaning investors other than officers, directors and controlling shareholders. These are the shares that realistically trade in the open market. Float is always equal to or smaller than [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding). ## How it works Public float = shares outstanding - shares held by affiliates (and, in many data sources, other restricted or locked-up shares) Data providers calculate float differently, so the same stock can show different numbers. The SEC uses the market value of shares held by non-affiliates (the aggregate market value reported on the 10-K cover) for regulatory purposes: - **Filer status:** public float of $700 million or more generally makes a company a large accelerated filer; $75 million to under $700 million an accelerated filer, which affects filing deadlines and auditor attestation requirements. - **Smaller reporting company:** public float under $250 million qualifies (with a revenue-based alternative). - **Baby shelf rule:** a company with public float under $75 million using a Form S-3 shelf can generally sell no more than one-third of its public float in any 12-month period. ## Why it matters for traders Float drives supply. A low-float stock can move violently on modest buying, which is why small-cap momentum traders screen for it. Short interest is usually quoted as a percentage of float, and high [short interest](https://www.quantisnow.com/glossary/short-interest) on a small float is the classic setup for a [short squeeze](https://www.quantisnow.com/glossary/short-squeeze). Float can jump suddenly when a [lock-up period](https://www.quantisnow.com/glossary/lock-up-period) expires or an offering closes, adding supply. ## Example Cobalt Ridge Mining (ticker CBRM) has 30 million shares outstanding. Insiders and a controlling holder own 18 million, so the float is 12 million shares. At $4 per share, the public float is worth $48 million, under $75 million, so CBRM's S-3 sales are capped at about $16 million in a 12-month period. ## FAQ ### What is a low-float stock? There is no official cutoff, but traders often use the term for stocks with only a few million to roughly 20 million freely tradable shares. ### Is float the same as shares outstanding? No. Float excludes shares held by affiliates, so it is smaller. ## Related terms - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Form S-3](https://www.quantisnow.com/glossary/form-s-3.md): The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) --- # Put option > A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. Source: https://www.quantisnow.com/glossary/put-option Topic: Glossary / Options Also known as: put options, long put Last updated: 2026-10-27 A put option is a contract that gives its buyer the right, but not the obligation, to sell an underlying stock at a fixed [strike price](https://www.quantisnow.com/glossary/strike-price) on or before the expiration date. The seller of the put collects a premium and takes on the obligation to buy the shares at the strike if the buyer exercises. ## How it works A standard US equity put covers 100 shares and is quoted per share, so a put priced at $1.20 costs $120 per contract. Puts gain value as the stock falls. - **Buyer:** maximum loss is the premium. Breakeven at expiration is strike minus premium. - **Seller:** keeps the premium if the stock stays above the strike, but may have to buy shares at the strike if it drops. A seller who sets aside the cash to do that is writing a cash-secured put. Investors use puts two ways: as insurance on shares they own (a protective put) and as a bearish bet with defined risk. ## Why it matters for traders Buying puts is the main alternative to [short selling](https://www.quantisnow.com/glossary/short-selling). There is no stock to borrow, no [borrow fee](https://www.quantisnow.com/glossary/borrow-fee) and no unlimited loss, but the put has a deadline and loses time value every day. Put prices often swell before binary events like a PDUFA date or earnings, so the stock may need to fall sharply just to cover the premium. Put volume relative to call volume feeds the [put/call ratio](https://www.quantisnow.com/glossary/put-call-ratio), a widely watched sentiment gauge. ## Example Northwind Therapeutics (NWTX) trades at $40 ahead of an FDA decision. A trader buys one $35 put for $1.20 ($120). Breakeven is $33.80. - The FDA issues a complete response letter and NWTX closes at $22 at expiration. The put is worth $13.00 ($1,300). Profit: $1,180. - The drug is approved and NWTX rises to $48. The put expires worthless. Loss: $120. ## FAQ ### Is buying a put the same as shorting a stock? Both profit from a decline, but a put caps your loss at the premium and requires no share borrow. A short position has no expiration but carries unlimited risk. ### Why do puts on some stocks cost so much? High implied volatility, often driven by a pending catalyst or heavy short interest, raises put premiums. Hard-to-borrow stocks also tend to have expensive puts because shorting the shares directly is costly. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Put/call ratio](https://www.quantisnow.com/glossary/put-call-ratio.md): Put options volume (or open interest) divided by call options volume, used as a gauge of bearish versus bullish positioning. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Put/call ratio > Put options volume (or open interest) divided by call options volume, used as a gauge of bearish versus bullish positioning. Source: https://www.quantisnow.com/glossary/put-call-ratio Topic: Glossary / Options Also known as: put-call ratio, put to call ratio, PCR Last updated: 2026-10-27 The put/call ratio is the volume of put options traded divided by the volume of call options traded over a given period. It can also be calculated with open interest instead of volume. A higher ratio means relatively more put activity, which is usually read as more bearish or more defensive positioning. ## How it works The ratio is calculated for a single stock, an index, or the whole market. Cboe publishes widely followed versions for equity options, index options and total options. They behave differently: - **Equity put/call ratio:** dominated by individual stock trading, often by retail and speculative accounts. - **Index put/call ratio:** typically much higher, because institutions buy index puts as portfolio insurance. Because of this, a ratio is only meaningful against its own history, not against a fixed number. ## Why it matters for traders Market-wide, the put/call ratio is often used as a contrarian indicator. Extreme put buying tends to show up near periods of fear and potential bottoms, while very low ratios suggest complacency or speculative call buying. For a single stock, a sudden shift is more useful than the level. A jump in put volume ahead of an earnings report, a trial readout or a lockup expiration can show traders hedging or betting on a drop. The usual caveats apply: puts are bought as hedges against long stock, and the ratio does not show whether options were bought or sold. ## Example On a given day, Contoso Robotics (CTSO) trades 30,000 put contracts and 50,000 call contracts. Put/call ratio = 30,000 / 50,000 = 0.60 If CTSO's ratio has averaged 0.40 over the past three months, today's 0.60 indicates heavier put activity than usual, and traders would check the news feed and the strikes involved to see why. ## FAQ ### What is a good put/call ratio? There is no universally good value. Compare a ratio with its own history for that stock or index, since normal levels vary widely. ### Is a high put/call ratio bearish? It shows more put activity, but puts are often hedges. Many traders treat extreme market-wide readings as a contrarian sign rather than a bearish one. ## Related terms - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Options volume](https://www.quantisnow.com/glossary/options-volume.md): The number of options contracts traded during a session, for a single strike, an expiration or all of a stock's options combined. - [Open interest](https://www.quantisnow.com/glossary/open-interest.md): The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. - [Unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity.md): Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Quiet period > A stretch when a company or its underwriters limit public communication, most often around an IPO or in the weeks before an earnings release. Source: https://www.quantisnow.com/glossary/quiet-period Topic: Glossary / IPOs and offerings Also known as: IPO quiet period, earnings quiet period, research quiet period Last updated: 2026-10-27 A quiet period is a time during which a company, its insiders or its underwriters restrict public statements about the company. The term covers two different things: the securities law limits around an offering such as an [IPO](https://www.quantisnow.com/glossary/ipo), and the voluntary blackout many public companies observe before reporting earnings. ## How it works **Around an IPO.** Securities laws restrict "gun-jumping," meaning communications that could hype a stock before and during a registered offering. From the period before filing through the offering, companies generally avoid new promotional statements outside the prospectus. After the IPO, research analysts at participating [underwriters](https://www.quantisnow.com/glossary/underwriter) are restricted from publishing for a set period under FINRA rules. In practice, a wave of coverage initiations from the underwriting banks commonly arrives around 25 days after the IPO, an event often called the end of the quiet period. **Before earnings.** Many companies stop meeting with analysts and investors and avoid commenting on results in the weeks before a quarter's numbers are released. This is company policy, not an SEC rule, and helps avoid selective disclosure under [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd). ## Why it matters for traders The end of the IPO research quiet period is a known catalyst. Underwriting banks typically [initiate coverage](https://www.quantisnow.com/glossary/initiation-of-coverage) with mostly positive ratings, and the stock can move on the cluster of reports. Traders also map it alongside other post-IPO dates: the first earnings report and the [lock-up expiration](https://www.quantisnow.com/glossary/lock-up-period). An earnings quiet period means management silence is not a signal; it is routine. ## Example Hypothetical Northwind Cloud (NWCL) prices its IPO at $22 on March 3. On the 25th day after the IPO, five underwriting banks initiate coverage: four at buy with price targets between $32 and $38, and one at hold with a $27 target. The stock, which had drifted to $26, rises 6% that day. ## FAQ ### How long is the IPO quiet period? The post-IPO research blackout varies with the offering and the firm, but coverage from the underwriters commonly begins around 25 days after the IPO. ### Can a company talk during an earnings quiet period? It can, but most choose not to discuss results or guidance until they report, to avoid selective disclosure. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Initiation of coverage](https://www.quantisnow.com/glossary/initiation-of-coverage.md): The first research report an analyst or brokerage publishes on a company, setting an opening rating and price target. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. ## On Quantisnow - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [IPO calendar](https://www.quantisnow.com/ipos) - [Analyst coverage initiated](https://www.quantisnow.com/categories/coverage-initiated) - [Earnings calendar](https://www.quantisnow.com/earnings) --- # Record date > The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. Source: https://www.quantisnow.com/glossary/record-date Topic: Glossary / Dividends Also known as: date of record, holder of record date Last updated: 2026-10-27 The record date is the date on which a company identifies the shareholders entitled to receive a declared [dividend](https://www.quantisnow.com/glossary/dividend) or other distribution. Shareholders whose trades have settled and who appear in the company's records (directly or through brokers and the depository) as of that date are paid. ## How it works Because trades take time to settle, being a holder of record depends on when you bought: - Under [T+1 settlement](https://www.quantisnow.com/glossary/t-plus-1), in effect in the US since May 28, 2024, a purchase settles one business day after the trade. - For regular cash dividends, the [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date) is therefore normally the same day as the record date. A buyer must purchase before that day for the trade to settle in time. - Under the old T+2 cycle, the ex-date was one business day before the record date. Older articles describing that two-day gap are now out of date. Record dates are also used beyond dividends: - **Shareholder meetings:** the record date in a proxy statement determines who can vote. - **Spin-offs and rights offerings:** the record date determines who receives the new shares or rights. ## Why it matters for traders For dividends, the record date matters mainly as the anchor for the ex-date, which is what traders act on. For proxy fights and contested votes, the meeting record date sets the voter base, so buying after it does not get you a vote. For [spin-offs](https://www.quantisnow.com/glossary/spin-off), the record date and the distribution mechanics determine whether a buyer receives the new company's shares. ## Example Harbor Freightline (ticker HRBF) declares a $0.33 dividend payable March 10 to shareholders of record on Friday, February 20. Under T+1, the ex-dividend date is also February 20. An investor buying on Thursday, February 19, settles on February 20 and is a holder of record. One who buys on February 20 settles on February 23 and is not. ## FAQ ### What is the difference between record date and ex-dividend date? The record date determines who is on the books to be paid. The ex-date is the trading cutoff; under T+1 they are normally the same day for regular dividends. ### Do I need to hold the stock on the record date? You need to have bought before the ex-dividend date. You can sell on the ex-date and still receive the dividend. ## Related terms - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Payment date](https://www.quantisnow.com/glossary/payment-date.md): The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. - [Declaration date](https://www.quantisnow.com/glossary/declaration-date.md): The date a company's board announces a dividend, setting its amount, ex-dividend date, record date and payment date. - [T+1 settlement](https://www.quantisnow.com/glossary/t-plus-1.md): The US standard under which most stock trades settle one business day after the trade date, in effect since May 28, 2024. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Proxy statements (DEF 14A) explained](https://www.quantisnow.com/guides/proxy-statements-def-14a) --- # Registered direct offering > A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. Source: https://www.quantisnow.com/glossary/registered-direct-offering Topic: Glossary / IPOs and offerings Also known as: registered direct, RDO, registered direct placement Last updated: 2026-10-27 A registered direct offering (RDO) is a sale of securities registered with the SEC, typically off an existing [shelf registration](https://www.quantisnow.com/glossary/shelf-registration), placed directly with a small number of institutional investors arranged by a placement agent rather than marketed broadly to the public. Because the shares are registered, buyers can resell them immediately. ## How it works The placement agent privately sounds out a handful of funds, agrees on terms, and the company signs securities purchase agreements, typically before the market opens or after it closes. It announces the deal by press release, files an 8-K with the agreements, and files a prospectus supplement under [Rule 424(b)](https://www.quantisnow.com/glossary/form-424b). Closing typically follows within a day or two. In small caps, RDOs commonly include [warrants](https://www.quantisnow.com/glossary/warrants) or pre-funded warrants, sometimes with the warrants issued in a concurrent unregistered private placement. Agent fees are often several percent of gross proceeds plus warrants for the agent. An RDO differs from a [PIPE](https://www.quantisnow.com/glossary/pipe) mainly in that the shares are registered at the time of sale, so buyers do not wait for a resale registration. ## Why it matters for traders RDOs are a common small-cap financing that often hits right after a price spike. The deal is usually priced at a discount to the last close, buyers can sell immediately, and attached warrants add future supply, so the stock frequently falls toward or below the offering price. Watch the price relative to the prior close, warrant coverage and exercise price, and whether the company still has an active ATM or more shelf capacity. ## Example Hypothetical Northwind Therapeutics (NWTX) closes at $2.50 with 40 million shares. Before the next open it announces an RDO of 4 million shares at $2.00, a 20% discount, raising $8 million, with warrants to buy 4 million more shares at $2.25. NWTX opens at $2.05. If all warrants are later exercised, the share count rises from 40 million to 48 million. ## FAQ ### Why do stocks fall after a registered direct offering? The shares are sold at a discount, buyers can resell immediately, and warrants add potential future dilution. ### Is a registered direct offering the same as a PIPE? No. RDO shares are registered and freely tradable at closing; PIPE shares are unregistered and need a resale registration before they can be sold publicly. ## Related terms - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Latest stock offerings and dilution](https://www.quantisnow.com/top/stock-offerings) --- # Regulation FD > The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. Source: https://www.quantisnow.com/glossary/regulation-fd Topic: Glossary / SEC filings Also known as: Reg FD, Fair Disclosure rule, Regulation Fair Disclosure Last updated: 2026-10-27 Regulation FD (Fair Disclosure) is the SEC rule, adopted in 2000, that prohibits public companies from disclosing material nonpublic information to securities market professionals or shareholders likely to trade on it, unless the same information is made public. It was designed to end the practice of companies tipping favored analysts and institutions ahead of everyone else. ## How it works The rule applies to communications by the company and its senior officials, investor relations staff and others who regularly talk with investors. Covered recipients include broker-dealers, investment advisers, funds, and shareholders who could reasonably be expected to trade on the information. Communications with the press, ratings agencies or parties bound by confidentiality are not covered. - **Intentional disclosure**: the information must be made public at the same time. - **Unintentional disclosure**: it must be made public promptly, meaning within 24 hours or before the next day's trading begins, whichever is later. Public disclosure can be made through an 8-K under [Item 7.01](https://www.quantisnow.com/glossary/8-k-item-7-01) or 8.01, a widely disseminated press release, or a publicly accessible webcast or call announced in advance. The SEC has said company websites and social media can work if investors have been told those channels will be used for disclosures. Foreign private issuers are not subject to the rule. ## Why it matters for traders Regulation FD is why companies hold public [earnings calls](https://www.quantisnow.com/glossary/earnings-call), issue guidance by press release, and file investor decks on 8-Ks. It also explains why management meetings at broker conferences tend to be scripted: executives avoid revealing anything new. When a stock moves sharply after a private meeting, a company may quickly file an Item 7.01 8-K to confirm or restate guidance, which is itself worth reading. ## Example During a private meeting with a fund manager, the CFO of a hypothetical retailer, Harbor Goods (HRBG), says the quarter is "tracking below guidance." Realizing the disclosure was selective, HRBG furnishes an 8-K under Item 7.01 before the next morning's open, lowering quarterly sales guidance from $2.0 billion to $1.9 billion, a 5% cut. ## FAQ ### Does Regulation FD apply to private conversations with analysts? Yes, if material nonpublic information is shared. The company must then disclose it publicly. ### Is posting on social media enough to comply with Reg FD? It can be, if the company has told investors in advance which channels it will use for material announcements. ## Related terms - [8-K Item 7.01: Regulation FD Disclosure](https://www.quantisnow.com/glossary/8-k-item-7-01.md): The 8-K item a company uses to furnish information publicly under Regulation FD, such as investor presentations or updated guidance. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. ## On Quantisnow - [Press releases vs SEC filings](https://www.quantisnow.com/guides/press-releases-vs-sec-filings) - [Form 8-K explained](https://www.quantisnow.com/guides/form-8-k-explained) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # Regulation SHO > The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. Source: https://www.quantisnow.com/glossary/regulation-sho Topic: Glossary / Short selling Also known as: Reg SHO, Reg SHO threshold list, threshold securities list Last updated: 2026-10-27 Regulation SHO is the set of SEC rules that governs short selling in US equities. Adopted in 2004, it requires brokers to mark short sales, locate shares before shorting, close out failed deliveries and, after sharp declines, restrict short sales under the alternative uptick rule. ## How it works | Rule | What it does | |---|---| | Rule 200 | Requires sell orders to be marked "long," "short" or "short exempt." | | Rule 201 | The [alternative uptick rule](https://www.quantisnow.com/glossary/short-sale-restriction): after a stock falls 10% or more from the prior close, short sales are restricted to prices above the national best bid for the rest of that day and the next. | | Rule 203(b) | The locate requirement: before a short sale, the broker must borrow the shares, arrange to borrow them, or have reasonable grounds to believe they can be borrowed. Bona fide market makers have a limited exception. | | Rule 204 | The close-out requirement: clearing brokers must close out [fails to deliver](https://www.quantisnow.com/glossary/failure-to-deliver) promptly, generally by the start of trading on the day after settlement for short sales. | Reg SHO also defines **threshold securities**: stocks with fails of at least 10,000 shares and at least 0.5% of shares outstanding for five consecutive settlement days. Exchanges publish a daily threshold list, and fails in those stocks that persist for 13 consecutive settlement days must be closed out. ## Why it matters for traders The locate rule determines whether a stock can be shorted at all, which is why some stocks become [hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow). The Rule 201 restriction can change intraday dynamics after a sharp drop, since short sellers can no longer hit the bid. And appearing on the threshold list signals persistent delivery problems. ## Example Northwind Therapeutics (NWTX) closes at $15.00 on Monday. On Tuesday it drops to $13.50 after disappointing trial data, a 10% decline, triggering Rule 201. For the rest of Tuesday and all of Wednesday, short sales in NWTX can only execute above the national best bid. ## FAQ ### Does Regulation SHO ban naked short selling? It does not use that phrase, but its locate and close-out rules are designed to prevent abusive naked shorting, and SEC Rule 10b-21 separately makes it fraud to lie about the ability to deliver shares. ### What is the Reg SHO threshold list? A daily list, published by each listing market, of stocks with persistent and sizable fails to deliver. Being on it triggers stricter close-out requirements. ## Related terms - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Naked short selling](https://www.quantisnow.com/glossary/naked-short-selling.md): Selling shares short without first borrowing them or arranging to borrow them, which can leave the buyer without delivery at settlement. - [Failure to deliver (FTD)](https://www.quantisnow.com/glossary/failure-to-deliver.md): A trade in which the seller does not deliver the shares to the buyer by the settlement date, currently one business day after the trade (T+1). - [Short sale restriction (alternative uptick rule)](https://www.quantisnow.com/glossary/short-sale-restriction.md): A rule that, after a stock drops 10% or more from the prior close, lets short sales execute only above the national best bid for that day and the next. - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) --- # Reiterated rating > An analyst note confirming an existing rating on a stock without changing it, often issued after earnings or news and sometimes with a new price target. Source: https://www.quantisnow.com/glossary/reiterated-rating Topic: Glossary / Analyst ratings Also known as: reiterates rating, maintains rating, rating maintained, reiterated buy Last updated: 2026-10-27 A reiterated rating is an analyst note that reaffirms an existing recommendation on a stock, such as "reiterates Buy" or "maintains Neutral", without moving it up or down the firm's scale. It is the most frequent type of analyst action. ## How it works Analysts publish reiterations after earnings reports, investor days, management meetings, major news or sharp price moves. The note explains whether the event changes the thesis. Often the rating stays the same while the [price target](https://www.quantisnow.com/glossary/price-target) is raised or lowered, producing headlines like "maintains Overweight, raises PT to $85". Wording varies by firm and data provider: reiterated, maintained, affirmed and reaffirmed all describe the same thing. ## Why it matters for traders A reiteration on its own rarely moves a stock, but context matters: - **Defending a thesis.** After a sharp sell-off, an analyst reiterating Buy and calling the drop overdone can help a rebound, especially if the analyst is well followed. - **Target changes.** The target move inside a reiteration often carries the real information. A 25% target cut with a reiterated Buy still signals lower expectations. - **Volume of notes.** After earnings, a stock may get a dozen reiterations; the spread of new targets shows how the Street digested the quarter. Traders usually prioritize [upgrades](https://www.quantisnow.com/glossary/analyst-upgrade) and [downgrades](https://www.quantisnow.com/glossary/analyst-downgrade) over reiterations when scanning the morning flow. ## Example A hypothetical cloud company, Vantage Grid (VTGD), drops 15% from $100 to $85 after soft guidance. The next morning, an analyst reiterates Buy and trims the target from $130 to $115, arguing the slowdown is temporary. The new target still implies about 35% upside ($30 / $85), which the market may read as a vote of confidence. ## FAQ ### Is a reiterated rating good news? It depends on the rating. A reiterated Buy is supportive, a reiterated Sell is not, and the price target change often matters more. ### What does "maintains" mean in an analyst headline? It means the analyst kept the existing rating. It is the same as reiterated. ## Related terms - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) --- # Relative volume > A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. Source: https://www.quantisnow.com/glossary/relative-volume Topic: Glossary / Market structure Also known as: RVOL, relative volume ratio Last updated: 2026-10-27 Relative volume (RVOL) is a ratio that compares a stock's trading volume over a period to its average volume for the same period, showing how unusual the current activity is. An RVOL of 1.0 is a normal day; 5.0 means five times the usual volume. ## How it works There are two common versions: - **Daily RVOL.** Today's total volume divided by the average daily volume over a lookback window, often 10, 30 or 50 days. - **Time-of-day RVOL.** Volume so far today divided by the average volume traded by the same time of day. This is the more useful measure intraday, since volume is heavily concentrated at the open and close. Pre-market relative volume compares pre-market shares traded to typical pre-market or full-day volume. ## Why it matters for traders Price moves without volume are easy to reverse. A stock up 8% on half its normal volume is moving on thin liquidity; up 8% on 10 times normal volume, it is being repriced by many participants, usually because of a [catalyst](https://www.quantisnow.com/glossary/catalyst). Traders use RVOL to: - Filter scanners for stocks "in play" on a given day. - Judge whether a [gap](https://www.quantisnow.com/glossary/gap) is likely to hold. - Spot activity before news, which can precede an announcement or reflect a leak. High RVOL without visible news is worth checking against SEC filings, which often explain the move: a 13D, an insider purchase, or an offering. ## Example Hypothetical Bluefin Robotics (ticker BFRB) averages 2 million shares a day, and typically 400,000 by 10:00 a.m. ET. Today it has traded 2.4 million shares by 10:00 a.m. after a contract announcement. Daily RVOL is already 1.2 (2.4 / 2), but time-of-day RVOL is 6.0 (2.4 million / 400,000), a much clearer sign of how unusual the activity is. ## FAQ ### What is a good relative volume? There is no fixed threshold. Many day traders look for RVOL of 2 or higher, and news-driven small caps often show 10 or more on the day of a catalyst. ## Related terms - [VWAP (volume-weighted average price)](https://www.quantisnow.com/glossary/vwap.md): The average price a security traded at during a period, weighted by the volume at each price, usually reset each trading day. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Pre-market trading](https://www.quantisnow.com/glossary/pre-market-trading.md): Trading in US stocks before the 9:30 a.m. ET open, typically from 4:00 a.m. ET, with thinner liquidity and wider spreads. - [Unusual options activity](https://www.quantisnow.com/glossary/unusual-options-activity.md): Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. ## On Quantisnow - [Most active companies](https://www.quantisnow.com/top/active-companies) - [Trending tickers](https://www.quantisnow.com/top/trending) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) --- # REMS (Risk Evaluation and Mitigation Strategy) > A safety program the FDA can require for a drug with serious risks, ranging from a medication guide to restricted prescribing and distribution. Source: https://www.quantisnow.com/glossary/rems Topic: Glossary / Biotech and FDA Also known as: REMS, risk evaluation and mitigation strategy, REMS program Last updated: 2026-10-27 A REMS (Risk Evaluation and Mitigation Strategy) is a drug safety program the FDA can require for certain medications with serious safety concerns, to help ensure the benefits of the drug outweigh its risks. REMS authority was created by the Food and Drug Administration Amendments Act of 2007. ## How it works The FDA can require a REMS as a condition of approval or later if new safety information emerges. Elements can include: - **Medication guide** or patient package insert. - **Communication plan** to inform healthcare providers about risks. - **Elements to assure safe use (ETASU):** the most restrictive tier, which can require prescriber or pharmacy certification, patient enrollment in a registry, lab testing before dispensing, or dispensing only in certain healthcare settings. Most REMS include a timetable for assessing whether the program is working, and the FDA can modify or release a REMS over time. A familiar example is iPLEDGE, the REMS for isotretinoin, which requires registration of prescribers, pharmacies and patients because of the risk of birth defects. ## Why it matters for traders A REMS is part of the label, so the decision on a [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date) is not just "approved or not". Restrictive ETASU programs can slow uptake, limit the number of prescribers and add costs, which can lead analysts to cut sales forecasts even on approval. Conversely, an approval without a REMS when one was feared, or the FDA later removing a REMS, can be a positive surprise. ## Example Northwind Therapeutics (NWTX) wins approval for a sleep disorder drug, but the label includes a REMS requiring certified pharmacies and patient enrollment. Analysts had modeled $500 million in peak sales; one cuts the estimate by 20% to $400 million, citing slower adoption, and the stock falls despite the approval. ## FAQ ### Does a REMS mean a drug is dangerous? It means the FDA judged that the drug has serious risks that need extra management to keep its benefits ahead of its risks. ### Can a REMS be removed? Yes. The FDA can modify or eliminate a REMS if assessments show it is no longer needed. ## Related terms - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. - [Accelerated approval](https://www.quantisnow.com/glossary/accelerated-approval.md): An FDA pathway approving drugs for serious conditions based on a surrogate endpoint, with confirmatory trials required to verify clinical benefit. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) --- # Reverse merger > A transaction in which a private company becomes public by merging into an existing public company, bypassing a traditional IPO. Source: https://www.quantisnow.com/glossary/reverse-merger Topic: Glossary / Mergers and acquisitions Also known as: reverse takeover, reverse merger transaction, RTO Last updated: 2026-10-27 A reverse merger is a transaction in which a private company merges with an existing public company so that the private company's owners end up controlling the combined, publicly traded entity. It gives the private company a listing without running a traditional [IPO](https://www.quantisnow.com/glossary/ipo). ## How it works The public company issues a large block of new shares to the private company's owners in exchange for their business. After closing, the private company's holders typically own most of the combined company, often 75% to 90% or more, and its management takes over. The combined company frequently changes its name and ticker and often does a [reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split). The public partner is often a shell with little operating business, or a struggling company, especially a small-cap biotech whose lead drug failed but that still has cash and a listing. Biotech reverse mergers are commonly paired with a concurrent [PIPE](https://www.quantisnow.com/glossary/pipe) to fund the combined company. Exchanges treat a reverse merger with a change of control as a new listing that must meet initial listing standards, and the combined company files an 8-K with full information about the new business (often called a "super 8-K"). ## Why it matters for traders Announcements can trigger huge, short-lived spikes in microcap shells, especially when the float is tiny. Existing holders of the public company are usually heavily diluted: their share of the combined business is small. Watch the ownership split, the size and price of any concurrent financing, whether legacy holders receive a CVR (a contingent value right tied to old assets), and lock-up terms for new insiders. ## Example Hypothetical Northwind Therapeutics (NWTX) has $30 million in cash after a failed Phase 2 trial and a $25 million market cap. It agrees to a reverse merger with private Contoso Bio, whose holders will own 85% of the combined company, alongside a $100 million PIPE. Legacy NWTX holders end up owning about 15% before the PIPE shares, and less after. ## FAQ ### Is a reverse merger the same as a SPAC deal? They are similar in effect. A [SPAC](https://www.quantisnow.com/glossary/spac) is a shell formed specifically to raise cash in an IPO and later merge; a reverse merger usually uses an existing operating or failed company. ### Are reverse mergers good for existing shareholders? They are usually highly dilutive for the public company's legacy holders, who end up owning a small minority of the combined company. ## Related terms - [SPAC (special purpose acquisition company)](https://www.quantisnow.com/glossary/spac.md): A shell company that raises cash in an IPO and places it in trust to acquire a private company, which becomes public through the merger. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) --- # Reverse stock split > A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. Source: https://www.quantisnow.com/glossary/reverse-stock-split Topic: Glossary / Corporate actions Also known as: reverse split, share consolidation Last updated: 2026-10-27 A reverse stock split is a corporate action in which a company combines a fixed number of existing shares into one new share, such as 1-for-10, raising the per-share price by the same factor. Total market value is unchanged at the moment of the split, but the share count shrinks. ## How it works Most reverse splits require shareholder approval, usually sought in a [proxy statement](https://www.quantisnow.com/glossary/def-14a) that asks for authority to split within a range of ratios. The board then picks the final ratio and an effective date, announced by press release and often an 8-K. Fractional shares are typically cashed out. The stock usually trades under a new CUSIP after the split. The most common reason is the exchange [minimum bid price](https://www.quantisnow.com/glossary/minimum-bid-price) rule. On Nasdaq and the NYSE, a stock that closes below $1.00 for 30 consecutive business days receives a deficiency notice and generally has 180 calendar days to cure. A reverse split is the quickest fix. Nasdaq has tightened its rules for companies that split repeatedly, limiting or removing the cure period in some cases. ## Why it matters for traders Reverse splits carry a poor reputation, especially among small caps. They are frequently a precursor to a fresh equity raise, because a higher share price makes an offering easier to place. Many stocks drift lower after the split as the underlying problems remain. Traders watch for a reverse split announcement paired with an active [shelf registration](https://www.quantisnow.com/glossary/shelf-registration) or [ATM program](https://www.quantisnow.com/glossary/at-the-market-offering). The share count reduction can also shrink the float sharply, which occasionally produces volatile spikes. ## Example A hypothetical biotech, Northwind Therapeutics (NWTX), trades at $0.40 with 200 million shares outstanding, an $80 million market cap. After a 1-for-20 reverse split it has 10 million shares at $8.00, still $80 million. Two weeks later it announces a $15 million registered direct offering. ## FAQ ### Is a reverse stock split bad for shareholders? It does not change the value of a stake on its own, but it often signals financial strain and frequently precedes dilutive financing. ### Why do companies do a reverse split? Most often to lift the share price above $1.00 to keep an exchange listing, and sometimes to attract institutions that avoid low-priced stocks. ## Related terms - [Stock split](https://www.quantisnow.com/glossary/stock-split.md): A corporate action that increases a company's share count by a fixed ratio and cuts the per-share price proportionally, leaving market value unchanged. - [Minimum bid price requirement](https://www.quantisnow.com/glossary/minimum-bid-price.md): An exchange listing rule requiring a stock to trade at $1.00 or more, with a deficiency notice after 30 consecutive business days below it. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Penny stock](https://www.quantisnow.com/glossary/penny-stock.md): A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [DEF 14A (proxy statement)](https://www.quantisnow.com/glossary/def-14a.md): The definitive proxy statement a public company files before a shareholder meeting, covering board elections, executive pay and other voting items. ## On Quantisnow - [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [Nasdaq-listed companies](https://www.quantisnow.com/exchanges/nasdaq) - [SEC DEF 14A proxy statements](https://www.quantisnow.com/categories/def-14a) - [Latest reverse stock split announcements](https://www.quantisnow.com/top/reverse-splits) --- # Rights offering > A capital raise in which a company gives existing shareholders the right to buy new shares, usually at a discount, in proportion to their holdings. Source: https://www.quantisnow.com/glossary/rights-offering Topic: Glossary / Corporate actions Also known as: rights issue, rights offer Last updated: 2026-10-27 A rights offering is a way for a company to raise equity by granting each existing shareholder rights to buy additional shares at a set subscription price, usually below the market price, in proportion to what they already own. Shareholders who exercise keep their ownership percentage; those who do not are diluted. ## How it works The company sets a [record date](https://www.quantisnow.com/glossary/record-date), a ratio (for example, one right per share, with four rights needed to buy one new share), a subscription price and an expiration date, typically a few weeks out. Rights can be transferable, in which case they trade separately and holders can sell them, or non-transferable. Many offerings include an oversubscription privilege that lets holders buy shares others did not take. Some are backstopped by a large investor who agrees to buy any unsubscribed shares. Rights offerings are common in closed-end funds, banks and companies in restructuring, and are more common in Europe than in the US. ## Why it matters for traders The discount and the size of the raise both matter. A deep discount effectively forces holders to participate or accept [dilution](https://www.quantisnow.com/glossary/dilution), and the stock usually trades down toward a blended price after going ex-rights. Watch who is providing the backstop: a backstop fee or the right to buy a large block can shift control. Check whether the rights trade, since an unexercised right that could have been sold is value thrown away. ## Example Hypothetical Northwind Bancorp (NWBC) has 20 million shares at $20. It offers one new share for every four held at $16, raising up to $80 million on 5 million new shares. The theoretical ex-rights price is (20M x $20 + 5M x $16) / 25M = $19.20. A holder of 400 shares who exercises pays $1,600 for 100 shares and owns 500 shares worth $9,600, the same as the $8,000 plus $1,600 cash beforehand. ## FAQ ### What happens if I do not exercise my rights? If the rights are transferable you can sell them. If they expire unused, you keep your shares but own a smaller percentage of the company. ### Is a rights offering dilutive? It increases the share count, but holders who fully exercise keep their percentage ownership. Non-participants are diluted. ## Related terms - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) --- # Rule 10b5-1 trading plan > A prearranged written plan that lets insiders buy or sell stock on a set schedule, providing an affirmative defense against insider trading claims. Source: https://www.quantisnow.com/glossary/rule-10b5-1-plan Topic: Glossary / Insiders and ownership Also known as: 10b5-1 plan, Rule 10b5-1 plan, 10b5-1 trading plan Last updated: 2026-10-27 A Rule 10b5-1 trading plan is a written plan, adopted when the holder is not aware of material nonpublic information, that specifies in advance the amount, price and timing of future trades (or a formula for them). Trades made under a qualifying plan give the insider or company an affirmative defense against insider trading claims, even if they later learn inside information. ## How it works The SEC tightened the rule with amendments effective in 2023. Key conditions today: - **Cooling-off period:** directors and officers cannot trade under a new or modified plan until the later of 90 days after adoption or 2 business days after the company files its 10-Q or 10-K for the quarter in which the plan was adopted, capped at 120 days. Other persons (not the issuer) face a 30-day cooling-off. - **Certification:** directors and officers must certify they are not aware of material nonpublic information and are adopting the plan in good faith. - **Limits:** generally no overlapping plans, and only one single-trade plan in any 12-month period. - **Disclosure:** companies must disclose in their 10-Q and 10-K when directors and officers adopt or terminate plans, including key terms, and [Form 4](https://www.quantisnow.com/glossary/form-4) has a checkbox for plan trades. Companies also use 10b5-1 plans to run [share buybacks](https://www.quantisnow.com/glossary/share-buyback) during blackout periods. ## Why it matters for traders Sales under a 10b5-1 plan are usually scheduled months earlier, so they carry less information than a discretionary sale. Read the Form 4 footnote and the plan adoption date. Red flags include a plan adopted shortly before bad news, or a plan modified or terminated just before a big move. ## Example The CFO of Lumen Grid Software (ticker LMGS) adopts a plan on May 15 to sell 5,000 shares on the first trading day of each month for 12 months. The company files its second-quarter 10-Q on July 30, so the 2-business-day test is met in early August. Day 90 after adoption is August 13, which is later, so her first sale can occur no earlier than August 13 and, under the plan's schedule, happens on the first trading day of September. ## FAQ ### Do 10b5-1 sales mean insiders are bearish? Not necessarily. Plan sales are pre-scheduled, often for tax or diversification reasons. ### Can an insider cancel a 10b5-1 plan? Yes, but cancellation can undermine the defense for earlier trades, and the company must disclose terminations by directors and officers. ## Related terms - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. - [Form 144](https://www.quantisnow.com/glossary/form-144.md): A notice filed with the SEC when an affiliate or holder of restricted stock plans to sell shares under Rule 144 above set size thresholds. - [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence. - [Blackout period](https://www.quantisnow.com/glossary/blackout-period.md): A window around quarter end and earnings when a company's insider trading policy bars officers, directors and some employees from trading its stock. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. ## On Quantisnow - [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained) - [How to track insider buying](https://www.quantisnow.com/guides/how-to-track-insider-buying) - [Live feed: Insider Trading](https://www.quantisnow.com/news/insider-trading) --- # Schedule 13D > The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. Source: https://www.quantisnow.com/glossary/schedule-13d Topic: Glossary / Insiders and ownership Also known as: 13D filing, SC 13D, Form 13D, beneficial ownership report Last updated: 2026-10-27 Schedule 13D is the beneficial ownership report that any person or group must file with the SEC after acquiring more than 5% of a class of a company's registered voting equity, unless they qualify to file the shorter [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g). It is the filing associated with investors who may seek to influence or control the company. ## How it works - **Deadline:** within 5 business days of crossing 5% (shortened from 10 calendar days by the SEC's 2023 amendments, effective 2024). - **Amendments:** required within 2 business days of a material change, including any acquisition or disposition of 1% or more. - **Key sections:** Item 3 (source of funds), Item 4 (purpose of the transaction), Item 5 (holdings and recent trades), Item 6 (contracts or arrangements such as swaps), Item 7 (exhibits, often including letters to the board). Item 4 is the one to read. It says whether the filer intends to seek board seats, push for a sale, oppose a deal, change capital allocation, or simply holds for investment while reserving the right to act. ## Why it matters for traders A 13D from a known [activist investor](https://www.quantisnow.com/glossary/activist-investor) can lift a stock sharply on the day it appears, because it signals pressure for a sale, buyback, breakup or management change. A 13D from a strategic buyer or a group of insiders can hint at a takeover or a [going-private transaction](https://www.quantisnow.com/glossary/going-private). Amendments matter too: a filer adding a public letter, nominating directors, or selling down can each move the price. ## Example Ironbridge Capital buys 3.1 million shares of Pinecrest Foods (ticker PCFD), which has 50 million shares outstanding, crossing 5% (3.1 / 50 = 6.2%) on Monday. Its 13D is due by the following Monday. Item 4 states that Ironbridge believes the company should explore strategic alternatives, including a sale, and attaches a letter to the board. ## FAQ ### What is the difference between a 13D and a 13G? A 13D is for holders above 5% who may seek to influence control. A 13G is a shorter form for passive investors and certain institutions that do not. ### How fast must a 13D be filed? Within 5 business days of crossing 5%, with amendments for material changes within 2 business days. ## Related terms - [Schedule 13G](https://www.quantisnow.com/glossary/schedule-13g.md): A short-form SEC disclosure for investors who own more than 5% of a company's voting stock but hold it passively, without intent to influence control. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. - [Poison pill (shareholder rights plan)](https://www.quantisnow.com/glossary/poison-pill.md): A takeover defense that lets existing holders buy discounted shares if an investor crosses an ownership threshold, diluting the would-be acquirer. ## On Quantisnow - [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) - [SEC Schedule 13D filings](https://www.quantisnow.com/categories/13d) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) --- # Schedule 13G > A short-form SEC disclosure for investors who own more than 5% of a company's voting stock but hold it passively, without intent to influence control. Source: https://www.quantisnow.com/glossary/schedule-13g Topic: Glossary / Insiders and ownership Also known as: 13G filing, SC 13G, Form 13G Last updated: 2026-10-27 Schedule 13G is the abbreviated beneficial ownership report that certain investors file with the SEC instead of a [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d) after acquiring more than 5% of a class of a company's registered voting equity. It is available only to holders who do not intend to change or influence control of the company. ## How it works Three groups can use Schedule 13G, each with its own initial deadline under the rules as amended in 2023: | Filer type | Who | Initial filing due | | --- | --- | --- | | Qualified institutional investors (QIIs) | Banks, broker-dealers, registered investment advisers, insurers, funds | 45 days after the end of the calendar quarter in which they crossed 5% | | Exempt investors | Holders who crossed 5% without an acquisition, such as pre-IPO founders | 45 days after the end of the calendar quarter | | Passive investors | Anyone owning less than 20% with no control intent | Within 5 business days of crossing 5% | Filers must amend quarterly for material changes and must file faster when their stakes cross certain higher thresholds. If a 13G filer develops an activist intent, it must switch to a Schedule 13D and generally faces a short cooling-off period on voting and further purchases. ## Why it matters for traders Most 13Gs come from index fund and asset managers and are routine. They become interesting when a well-known fund takes a new passive stake in a small company, when a holder drops below 5% (an exit), or when a 13G filer converts to a 13D, which signals a shift from passive to active. ## Example A mutual fund manager buys enough shares of Cobalt Ridge Mining (ticker CBRM) on August 14 to reach 6.0% of the class. As a registered investment adviser and QII, it files its initial 13G within 45 days after September 30, the end of that calendar quarter, so by mid-November. ## FAQ ### Is a 13G filing bullish? It is a disclosure, not a recommendation. A new 13G shows a large holder exists, but most come from index and institutional managers holding for routine reasons. ### Can a 13G filer become an activist? Yes, but it must first file a Schedule 13D once its intent changes. ## Related terms - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. - [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name. - [Institutional ownership](https://www.quantisnow.com/glossary/institutional-ownership.md): The share of a company's stock held by institutions such as mutual funds, pensions, hedge funds and banks, usually estimated from 13F filings. - [Form 13F](https://www.quantisnow.com/glossary/form-13f.md): A quarterly SEC report of US equity holdings by investment managers with $100 million or more in 13(f) securities, due 45 days after quarter end. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. ## On Quantisnow - [Schedule 13D vs 13G](https://www.quantisnow.com/guides/schedule-13d-vs-13g) - [SEC Schedule 13G filings](https://www.quantisnow.com/categories/13g) - [Live feed: Large Ownership Changes](https://www.quantisnow.com/news/large-ownership) --- # Schedule TO > The SEC filing made by a company or bidder launching a tender offer for a public company's securities, disclosing the offer's terms. Source: https://www.quantisnow.com/glossary/schedule-to Topic: Glossary / SEC filings Also known as: Schedule TO-T, Schedule TO-I, tender offer statement Last updated: 2026-10-27 Schedule TO is the tender offer statement filed with the SEC by anyone making a [tender offer](https://www.quantisnow.com/glossary/tender-offer) for a class of a public company's equity securities. It is filed as a Schedule TO-T when a third party bids for another company's shares, and as a Schedule TO-I when a company offers to buy back its own shares. ## How it works The Schedule TO is filed on the date the offer begins. The offer to purchase, attached as an exhibit, sets out the price, the number of shares sought, conditions (such as a minimum tender threshold or regulatory approval), financing, withdrawal rights, and the expiration date. Amendments are filed as terms change, and a final amendment reports results. Federal rules require a tender offer to remain open for at least 20 business days, and for at least 10 business days after any change in price or the percentage sought. The target company must file a Schedule 14D-9 within 10 business days of the start of a third-party offer, stating whether it recommends that shareholders accept, reject, or remain neutral. Pre-commencement communications are filed under the same form type with a box checked. ## Why it matters for traders Tender offers move faster than mergers that require a shareholder vote, so a friendly two-step deal (tender offer followed by a merger) can close in roughly a month or two. For [merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage), the expiration date and the minimum condition are key. In a [hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover), the Schedule TO-T and the target's 14D-9 response frame the fight. Issuer tender offers, including Dutch auctions, are a form of [share buyback](https://www.quantisnow.com/glossary/share-buyback) and can signal management's view that the stock is undervalued. ## Example A hypothetical pharma company launches a tender offer for all shares of Northwind Therapeutics (NWTX) at $25 cash, a 40% premium to the prior close of about $17.86. The buyer files a Schedule TO-T on day one, with the offer set to expire after 20 business days and conditioned on a majority of shares being tendered. NWTX files a Schedule 14D-9 recommending acceptance, and the stock trades at $24.70, a spread of about 1.2%. ## FAQ ### What is the difference between Schedule TO-T and TO-I? TO-T is filed by a third-party bidder; TO-I is filed by a company tendering for its own securities. ### How long must a tender offer stay open? At least 20 business days, and at least 10 business days after certain changes in terms. ## Related terms - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Schedule 13D](https://www.quantisnow.com/glossary/schedule-13d.md): The SEC disclosure an investor must file after acquiring more than 5% of a company's voting stock with an active intent, such as seeking change. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # SEC (Securities and Exchange Commission) > The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. Source: https://www.quantisnow.com/glossary/sec Topic: Glossary / Market structure Also known as: Securities and Exchange Commission, US SEC Last updated: 2026-10-27 The SEC (Securities and Exchange Commission) is the US federal agency that regulates the securities markets, writes and enforces the rules that govern public companies, exchanges, brokers and investment advisers, and runs the EDGAR system where public filings are published. It was created by the Securities Exchange Act of 1934. ## How it works The SEC is led by five commissioners appointed by the President and confirmed by the Senate, with no more than three from the same political party. Its work is split across divisions, the most visible to investors being: - **Corporation Finance**, which reviews registration statements and periodic reports such as the [Form 10-K](https://www.quantisnow.com/glossary/form-10-k) and 10-Q. - **Enforcement**, which investigates fraud, insider trading and disclosure violations and brings civil cases. - **Trading and Markets**, which oversees exchanges, broker-dealers, clearing agencies and self-regulatory organizations like [FINRA](https://www.quantisnow.com/glossary/finra). Companies file disclosures through [EDGAR](https://www.quantisnow.com/glossary/edgar), where they become public immediately, often before any press coverage. ## Why it matters for traders Most hard catalysts arrive as SEC filings: current reports on [Form 8-K](https://www.quantisnow.com/glossary/form-8-k), insider trades on Form 4, activist stakes on Schedule 13D, offering documents and proxy fights. Reading the filing itself, rather than a summary, is the fastest way to know what actually happened. SEC actions can also move stocks directly. A trading suspension, a Wells notice disclosed by a company, or an enforcement complaint naming executives can hit a stock hard. Note that the SEC does not approve or endorse any investment; a registration statement being declared effective only means the disclosure requirements were met. ## FAQ ### Does the SEC approve stocks or IPOs? No. The SEC reviews disclosure documents for completeness, not investment merit. An effective registration means the company may sell shares, not that the shares are a good investment. ### Can the SEC halt trading in a stock? Yes. Under Section 12(k) of the Exchange Act the SEC can suspend trading in a security for up to 10 business days, usually when there are questions about the accuracy of public information. ## Related terms - [EDGAR](https://www.quantisnow.com/glossary/edgar.md): The SEC's electronic system where public companies, insiders and funds submit filings and where anyone can read them for free. - [FINRA](https://www.quantisnow.com/glossary/finra.md): The self-regulatory organization that oversees US broker-dealers, licenses their representatives and collects short interest and off-exchange trade data. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Form 10-K](https://www.quantisnow.com/glossary/form-10-k.md): The audited annual report US public companies file with the SEC, covering the business, risk factors, MD&A and full financial statements. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. - [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days. ## On Quantisnow - [How to read SEC filings](https://www.quantisnow.com/guides/how-to-read-sec-filings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [Latest SEC filings](https://www.quantisnow.com/top/sec-filings) --- # Secondary offering > A sale of a public company's shares by existing holders such as founders or private equity, with proceeds going to the sellers, not the company. Source: https://www.quantisnow.com/glossary/secondary-offering Topic: Glossary / IPOs and offerings Also known as: secondary stock offering, secondary sale, selling stockholder offering, secondary public offering Last updated: 2026-10-27 A secondary offering is a registered sale of an already public company's shares by existing holders, such as founders, venture capital or private equity firms, rather than by the company itself. Because the shares already exist, a pure secondary offering does not increase the share count or raise money for the company. ## How it works The selling holders and the company arrange the sale with [underwriters](https://www.quantisnow.com/glossary/underwriter), usually off a [shelf registration](https://www.quantisnow.com/glossary/shelf-registration) with a prospectus supplement naming the selling stockholders. Deals are often launched after the close and priced overnight at a discount to the last price. Large holders sometimes sell in an unregistered block trade to a bank instead, or the company may buy back part of the offering concurrently. In everyday market language, "secondary offering" is also used loosely for any [follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering), including primary sales of new shares. The prospectus states whether the company, selling stockholders or both are selling, and who receives the proceeds. ## Why it matters for traders The distinction matters. A primary offering dilutes holders; a pure secondary does not, but it still adds supply and often signals that a well-informed holder wants out. Private equity sponsors exiting in stages after an IPO commonly run a series of secondaries, each typically pressuring the stock for a day or two. Watch the size relative to average daily volume and float, the discount, and whether insiders or the sponsor are selling. Secondaries often follow [lock-up](https://www.quantisnow.com/glossary/lock-up-period) expirations or come with an early lock-up release. ## Example Hypothetical Northwind Foods (NWFD) has 100 million shares outstanding at $40. Its private equity owner sells 8 million shares in an overnight secondary at $38, a 5% discount, receiving $304 million. NWFD's share count stays at 100 million and the company receives nothing, but the stock opens at $38.40 the next morning. ## FAQ ### Is a secondary offering dilutive? A pure secondary is not, because no new shares are created. If the deal includes newly issued primary shares, that portion is dilutive. ### Why do stocks drop on secondary offerings? The sale adds a large block of supply at a discount, and investors may read a big holder's exit as a negative signal. ## Related terms - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Underwriter](https://www.quantisnow.com/glossary/underwriter.md): An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. - [Shelf registration](https://www.quantisnow.com/glossary/shelf-registration.md): An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. ## On Quantisnow - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Latest stock offerings and dilution](https://www.quantisnow.com/top/stock-offerings) --- # Sell rating > An analyst recommendation that a stock is expected to underperform or decline, the rarest of the standard ratings on Wall Street. Source: https://www.quantisnow.com/glossary/sell-rating Topic: Glossary / Analyst ratings Also known as: sell recommendation, strong sell, rated sell Last updated: 2026-10-27 A Sell rating is an analyst recommendation indicating that a stock is expected to deliver below-average or negative returns over the rating horizon. It is the bottom tier of the standard Buy/Hold/Sell scale and is equivalent to [Underweight](https://www.quantisnow.com/glossary/underweight) or Underperform at firms that use those labels. ## How it works Every firm defines its Sell rating in its research disclosures, usually as expected total return below a threshold or below a benchmark. FINRA Rule 2241 requires research reports to show the distribution of the firm's ratings, and those tables consistently show Sell as a small minority of ratings across the industry. Sell ratings are scarce for structural reasons: companies can limit access for analysts who publish negative views, investment banking relationships create pressure (despite rules separating research from banking), and many institutional clients already own the stock. ## Why it matters for traders Because they are rare, Sell ratings tend to carry weight: - **New Sell calls**, especially initiations or double downgrades from Buy, can trigger sharp drops. - **The lone bear.** A single Sell among many Buys gets media attention and often frames the bear case for the stock. - **Upgrades off Sell** can mark capitulation and spark relief rallies. A Sell rating from a broker differs from a [short-seller report](https://www.quantisnow.com/glossary/short-seller-report): the analyst does not normally hold a short position and writes under research regulations. ## Example A hypothetical consumer brand, Pinecrest Foods (PCFD), trades at $60. An analyst initiates at Sell with a $45 target, arguing that margins will compress as promotions rise. The call implies 25% downside ($15 / $60). PCFD falls 3% on the day as the note is quoted widely. ## FAQ ### Why are sell ratings so rare? Analysts face business and access pressures, and many prefer to signal caution with a Hold rather than an outright Sell. ### Is Underperform the same as Sell? At most firms, yes. Underperform is the bottom tier on the Outperform/Market Perform/Underperform scale. ## Related terms - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Buy rating](https://www.quantisnow.com/glossary/buy-rating.md): An analyst recommendation that a stock is expected to outperform or deliver meaningful positive returns over the rating horizon, usually 12 months. - [Underweight rating](https://www.quantisnow.com/glossary/underweight.md): An analyst rating meaning a stock is expected to lag its sector or benchmark, so investors should hold less of it than its index weight; similar to Sell. - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Short seller report](https://www.quantisnow.com/glossary/short-seller-report.md): A public research report from an investor who is short a stock, alleging problems such as fraud, accounting issues or overvaluation. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst downgrades](https://www.quantisnow.com/categories/analyst-downgrades) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) --- # Sell-side analyst > A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. Source: https://www.quantisnow.com/glossary/sell-side-analyst Topic: Glossary / Analyst ratings Also known as: sell-side research, equity research analyst Last updated: 2026-10-27 A sell-side analyst is a research analyst employed by a broker-dealer or investment bank who covers a list of companies and publishes ratings, [price targets](https://www.quantisnow.com/glossary/price-target) and financial forecasts for the firm's clients. "Sell side" refers to firms that sell securities and services; "buy side" refers to the funds and asset managers that buy them. ## How it works A typical analyst covers 10 to 25 companies within one industry. The job involves building financial models, talking to management and industry contacts, asking questions on [earnings calls](https://www.quantisnow.com/glossary/earnings-call) and publishing notes. Their earnings estimates feed the [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate) that companies are measured against each quarter. Sell-side research is regulated. FINRA Rule 2241 separates research from investment banking and requires disclosure of conflicts, rating definitions and rating distributions. SEC Regulation AC requires analysts to certify that the report reflects their personal views. [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd) bars companies from selectively disclosing material nonpublic information to analysts. Buy-side analysts, by contrast, work for funds and do not publish their views. ## Why it matters for traders Sell-side output is one of the largest daily sources of stock-specific news: - **Rating changes and target moves** are frequent pre-market catalysts. - **Estimate revisions** shift the bar a company must clear at earnings. - **Conflicts.** Banks that underwrite a company's deals rarely publish negative views on it, which is one reason Buy ratings dominate. - **Track record.** Some analysts consistently move stocks more than others. ## Example An analyst covering 18 payment companies lowers her quarterly EPS estimate for a hypothetical processor, Meridian Pay (MRDP), from $1.20 to $1.10 after checking merchant data. If the consensus moves from $1.18 to $1.15 as others follow, MRDP now needs to clear a lower bar at earnings. ## FAQ ### What is the difference between sell-side and buy-side analysts? Sell-side analysts work for brokers and publish research for clients. Buy-side analysts work for investment funds and use their research internally to make portfolio decisions. ### Are sell-side analysts paid by the companies they cover? No, they are paid by their firms. But their firms may earn banking fees from those companies, a conflict that disclosures are meant to address. ## Related terms - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Initiation of coverage](https://www.quantisnow.com/glossary/initiation-of-coverage.md): The first research report an analyst or brokerage publishes on a company, setting an opening rating and price target. - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Analyst upgrade](https://www.quantisnow.com/glossary/analyst-upgrade.md): A sell-side analyst's move to a more favorable rating on a stock, such as from Hold to Buy, usually published with a new price target and thesis. - [Earnings call](https://www.quantisnow.com/glossary/earnings-call.md): A conference call or webcast where company management discusses quarterly results and guidance and takes questions from analysts. - [Regulation FD](https://www.quantisnow.com/glossary/regulation-fd.md): The SEC rule that bars public companies from selectively disclosing material nonpublic information to analysts or investors before the public. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) --- # Share buyback > A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. Source: https://www.quantisnow.com/glossary/share-buyback Topic: Glossary / Corporate actions Also known as: stock buyback, share repurchase, stock repurchase, repurchase program, buyback program Last updated: 2026-10-27 A share buyback is a company's purchase of its own outstanding stock, which reduces the number of shares in public hands and returns cash to shareholders as an alternative or complement to a [dividend](https://www.quantisnow.com/glossary/dividend). Repurchased shares are usually held as treasury stock or retired. ## How it works The board authorizes a program, typically a dollar amount with no fixed end date, and the company announces it by press release. Most buybacks are open-market purchases spread over months or years, often run under the SEC's Rule 10b-18 safe harbor, which limits timing, price and daily volume to avoid manipulation claims. Companies may also use accelerated share repurchases (a bank delivers shares up front), a [tender offer](https://www.quantisnow.com/glossary/tender-offer) at a set price, or privately negotiated purchases from a large holder. Repurchase activity is disclosed quarterly in the 10-Q and 10-K. Since 2023, US companies pay a 1% federal excise tax on net repurchases. ## Why it matters for traders An authorization is not a commitment: some companies never complete their programs. What matters is the size relative to market cap, the company's cash and [free cash flow](https://www.quantisnow.com/glossary/free-cash-flow), and whether actual repurchases show up in later filings. Buybacks raise [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share) by shrinking the denominator, so check whether EPS growth comes from operations or share count. Large new authorizations announced with earnings often move the stock on the day. ## Example Hypothetical retailer Northwind Goods (NWGD) has 400 million shares, trades at $50 (a $20 billion market cap) and earns $2.0 billion. It announces a $2 billion buyback, 10% of its market cap. If it retires 40 million shares at $50, the count falls to 360 million and EPS rises from $5.00 to about $5.56 with the same net income, ignoring the interest income given up on the cash spent. ## FAQ ### Do buybacks increase the stock price? Not automatically. They add buying demand and lift per-share metrics, but the effect depends on the price paid and what else the cash could have funded. ### Is a buyback announcement a guarantee the company will buy shares? No. It is an authorization. Check later 10-Q and 10-K filings for actual repurchase amounts. ## Related terms - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Tender offer](https://www.quantisnow.com/glossary/tender-offer.md): A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Free cash flow](https://www.quantisnow.com/glossary/free-cash-flow.md): The cash a company generates from operations after capital expenditures, available for debt repayment, dividends, buybacks or acquisitions. ## On Quantisnow - [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions) - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [Latest stock buyback announcements](https://www.quantisnow.com/top/buybacks) --- # Shares outstanding > The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. Source: https://www.quantisnow.com/glossary/shares-outstanding Topic: Glossary / Earnings and fundamentals Also known as: outstanding shares, common shares outstanding, share count Last updated: 2026-10-27 Shares outstanding is the total number of a company's issued shares currently held by investors, including the public, institutions, officers and directors. It excludes treasury stock, meaning shares the company has repurchased and holds itself. Shares outstanding is the basis for [market capitalization](https://www.quantisnow.com/glossary/market-capitalization) and [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share). ## How it works Several related share counts get confused: - **Authorized shares:** the maximum the company may issue under its charter. Raising it requires a shareholder vote. - **Issued shares:** shares ever issued, including those later repurchased into treasury. - **Outstanding shares:** issued shares minus treasury shares. - **Public float:** outstanding shares minus those held by affiliates such as officers, directors and large holders. - **Fully diluted shares:** outstanding shares plus shares that could be created from options, warrants, RSUs and convertibles. The count changes when a company issues stock (offerings, employee compensation, acquisitions, warrant exercises), repurchases stock, or does a [stock split](https://www.quantisnow.com/glossary/stock-split) or reverse split. The latest figure appears on the cover page of each 10-Q and 10-K, as of a recent date. EPS uses the weighted average for the period instead. ## Why it matters for traders Changes in share count reveal [dilution](https://www.quantisnow.com/glossary/dilution) or accretion. A steadily rising count, common in cash-burning small-caps, means each share owns less of the company. A falling count from buybacks lifts EPS even when profits are flat. Watch the gap between outstanding and fully diluted shares: large overhangs of warrants or convertibles can cap a stock's upside. A request to increase authorized shares in a proxy often signals that more issuance is coming. ## Example Northwind Therapeutics (ticker NWTX) reported 40 million shares outstanding on its 10-K cover. It then sells 8 million shares in an offering and issues 1 million shares to employees, bringing the count to 49 million. A holder of 400,000 shares falls from 1.0% to about 0.82% of the company. ## FAQ ### Where can I find a company's shares outstanding? On the cover page of its latest 10-Q or 10-K, which states the count as of a recent date. ### Do shares outstanding include insider shares? Yes. Insider holdings are part of shares outstanding but are excluded from the public float. ## Related terms - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Stock split](https://www.quantisnow.com/glossary/stock-split.md): A corporate action that increases a company's share count by a fixed ratio and cuts the per-share price proportionally, leaving market value unchanged. ## On Quantisnow - [Form 10-K vs 10-Q](https://www.quantisnow.com/guides/form-10-k-vs-10-q) - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) --- # Shelf registration > An SEC registration that lets a company register securities in advance and sell them over time, typically up to three years, as market conditions allow. Source: https://www.quantisnow.com/glossary/shelf-registration Topic: Glossary / IPOs and offerings Also known as: shelf offering, shelf registration statement, Rule 415 shelf, universal shelf, baby shelf rule Last updated: 2026-10-27 A shelf registration is a registration statement, filed under SEC Rule 415, that lets a public company register securities it may sell in the future and then issue them in one or more offerings over time without filing a new registration statement for each sale. The securities sit "on the shelf" until the company decides to use them. ## How it works Most shelves are filed on [Form S-3](https://www.quantisnow.com/glossary/form-s-3) by companies that are current in their SEC reporting. A universal shelf can cover common stock, preferred stock, debt, [warrants](https://www.quantisnow.com/glossary/warrants) and units, up to a stated dollar amount. Once the SEC declares it effective, the company can sell at any time during its life, generally three years, by filing a short prospectus supplement under [Rule 424(b)](https://www.quantisnow.com/glossary/form-424b) describing each specific deal. Large well-known seasoned issuers (WKSIs) can file automatic shelves that are effective immediately. Smaller companies face the "baby shelf" limit: if public float is below $75 million, sales off an S-3 in any 12-month period are capped at one-third of public float. ## Why it matters for traders A shelf filing is not an offering, but it signals that the company wants the option to raise money. For small caps burning cash, an effective shelf often precedes a [follow-on](https://www.quantisnow.com/glossary/follow-on-offering), [registered direct](https://www.quantisnow.com/glossary/registered-direct-offering) or [ATM](https://www.quantisnow.com/glossary/at-the-market-offering) sale, sometimes within days. Watch the dollar amount relative to market cap, whether an ATM sales agreement is filed alongside it, and when the SEC declares it effective. For large companies, shelves are routine housekeeping. ## Example Hypothetical Northwind Therapeutics (NWTX) has a $60 million public float and files a $200 million universal shelf on Form S-3. Under the baby shelf rule it can sell only $20 million (one-third of $60 million) in any 12-month period while its float stays below $75 million. Two weeks after the shelf is declared effective, NWTX sells $15 million of stock in a registered direct offering, leaving about $5 million of baby shelf capacity for the rest of the year unless its float rises. ## FAQ ### Does a shelf registration mean a company is selling stock? Not immediately. It registers the ability to sell. Actual sales are disclosed in prospectus supplements when they happen. ### How long does a shelf registration last? Generally three years from effectiveness, after which the company must file a new one. ## Related terms - [Form S-3](https://www.quantisnow.com/glossary/form-s-3.md): The short-form SEC registration statement seasoned public companies use to register securities, most often for shelf offerings. - [Form 424B prospectus](https://www.quantisnow.com/glossary/form-424b.md): A prospectus filed with the SEC under Rule 424(b), typically the final pricing terms of an IPO or a takedown from a shelf registration. - [At-the-market (ATM) offering](https://www.quantisnow.com/glossary/at-the-market-offering.md): A way for a public company to sell new shares gradually into the open market at prevailing prices through a sales agent, off a shelf registration. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Registered direct offering](https://www.quantisnow.com/glossary/registered-direct-offering.md): A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Short interest > The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. Source: https://www.quantisnow.com/glossary/short-interest Topic: Glossary / Short selling Also known as: short interest percentage, short interest as a percent of float Last updated: 2026-10-27 Short interest is the total number of a company's shares that have been sold short and not yet bought back to close the position. In the US, broker-dealers report their customers' short positions to FINRA twice a month, and the totals are published with a lag. ## How it works Short positions are measured as of two settlement dates each month, one around mid-month and one at month-end. The data is compiled and released roughly a week or more later, so short interest is always a backward-looking snapshot. It is commonly expressed three ways: - **Shares short:** the raw number. - **Percent of float:** shares short divided by [public float](https://www.quantisnow.com/glossary/public-float). This is the most cited figure. - **[Days to cover](https://www.quantisnow.com/glossary/days-to-cover):** shares short divided by average daily volume. Short interest is not the same as [short volume](https://www.quantisnow.com/glossary/short-volume). Short volume counts shares sold short during a single day, much of it by market makers who cover the same day; short interest counts positions that are still open. ## Why it matters for traders High short interest means many investors are betting against a stock, and also that many will eventually have to buy shares to cover. When positive news hits a heavily shorted stock, forced and fearful covering can accelerate a rally into a [short squeeze](https://www.quantisnow.com/glossary/short-squeeze). Rising short interest ahead of a catalyst can also reflect skepticism worth understanding. The traps: the data is stale by the time it is published, and it does not show who is short or whether those shorts are hedged. ## Example Northwind Therapeutics (NWTX) has a public float of 60 million shares. The latest report shows 12 million shares sold short, and the stock averages 1.5 million shares traded per day. - Short interest as a percent of float: 12M / 60M = 20% - Days to cover: 12M / 1.5M = 8 days Both figures are high, which is why traders might watch NWTX closely ahead of its PDUFA date. ## FAQ ### What is a high short interest? There is no fixed threshold, but short interest above 20% of float is generally considered high, and above 30-40% is unusual. ### Can short interest be more than 100% of the float? Yes. Shares that are borrowed and sold can be lent again by the buyer's broker, so reported short interest can exceed the float, as happened with GameStop in January 2021. ## Related terms - [Short volume](https://www.quantisnow.com/glossary/short-volume.md): The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. - [Days to cover (short interest ratio)](https://www.quantisnow.com/glossary/days-to-cover.md): Short interest divided by average daily trading volume, estimating how many days it would take short sellers to buy back all their shares. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) - [Most shorted stocks](https://www.quantisnow.com/top/most-shorted) --- # Short sale restriction (alternative uptick rule) > A rule that, after a stock drops 10% or more from the prior close, lets short sales execute only above the national best bid for that day and the next. Source: https://www.quantisnow.com/glossary/short-sale-restriction Topic: Glossary / Short selling Also known as: short sale restriction, SSR, alternative uptick rule, Rule 201 Last updated: 2026-10-27 The short sale restriction (SSR), formally the alternative uptick rule or Rule 201 of [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho), limits short selling in a stock after it falls 10% or more from the previous day's closing price. While the restriction is active, short sales can only execute at a price above the current national best bid. ## How it works - **Trigger:** the stock trades at least 10% below its prior regular-session close at any point during the day. - **Duration:** the restriction applies for the rest of that trading day and all of the following trading day. If the stock falls 10% again on the second day, the restriction carries forward again. - **Effect:** short sellers cannot sell at or below the best bid. They can still short by posting offers above the bid and waiting for buyers to come to them. - **Exceptions:** a limited set of sales defined in the rule can be marked "short exempt" and executed without the price test. The rule was adopted in 2010 as a successor to the original uptick rule, which the SEC had eliminated in 2007. It applies across exchanges and off-exchange venues, and trading centers must have procedures to enforce it. ## Why it matters for traders SSR is a market-structure detail that changes how a falling stock trades. Short sellers lose the ability to press the price down by hitting bids, which can slow a decline and sometimes contributes to sharp rebounds, especially in small-cap stocks with heavy short interest. Day traders track which stocks are on SSR, since a stock entering the next session under the restriction may trade differently at the open. SSR is separate from [trading halts](https://www.quantisnow.com/glossary/trading-halt), LULD pauses and market-wide [circuit breakers](https://www.quantisnow.com/glossary/circuit-breaker), which stop trading altogether. ## Example Contoso Robotics (CTSO) closes Monday at $20.00. On Tuesday morning it reports weak guidance and trades down to $18.00, exactly 10% below Monday's close. SSR is triggered. For the rest of Tuesday and all of Wednesday, if the national best bid in CTSO is $17.50, a short sale must execute at $17.51 or higher. A trader who wants to short must offer shares above the bid rather than sell into it. ## FAQ ### How long does SSR last? For the rest of the trading day it is triggered and the entire next trading day. ### Does SSR prevent all short selling? No. Short sales are still allowed, but only at prices above the national best bid, which makes it harder to drive the price down quickly. ## Related terms - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [NBBO (national best bid and offer)](https://www.quantisnow.com/glossary/nbbo.md): The highest bid and lowest offer for a stock across all US exchanges, the benchmark brokers use for best execution. - [Market-wide circuit breaker](https://www.quantisnow.com/glossary/circuit-breaker.md): A rule that halts trading in all US stocks when the S&P 500 falls 7%, 13% or 20% from the prior day's close. - [Limit up-limit down (LULD)](https://www.quantisnow.com/glossary/luld.md): A US rule that sets price bands around each stock's recent average price and pauses trading for five minutes when the stock cannot trade inside them. - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Trending tickers](https://www.quantisnow.com/top/trending) --- # Short seller report > A public research report from an investor who is short a stock, alleging problems such as fraud, accounting issues or overvaluation. Source: https://www.quantisnow.com/glossary/short-seller-report Topic: Glossary / Short selling Also known as: short report, short seller research, activist short report, short attack Last updated: 2026-10-27 A short seller report is public research published by an investor who has a short position in a company, laying out why the stock should fall. Reports often allege fraud, undisclosed related-party dealings, accounting problems, weak products or extreme overvaluation. ## How it works Activist short sellers build a position, then publish their findings, typically on their own website and social media, often before or at the market open. Reports usually include a disclaimer that the author is short and may trade the stock at any time. Common evidence includes site visits, public filings, corporate registries in other countries, former employee interviews and comparisons of reported figures with outside data. The company usually responds within hours or days, often with a [press release](https://www.quantisnow.com/glossary/press-release) denying the claims and sometimes with an [8-K](https://www.quantisnow.com/glossary/form-8-k), a board review, outside counsel or a lawsuit. Regulators, auditors and plaintiffs' lawyers may follow. ## Why it matters for traders Short reports are among the most violent single-day catalysts outside earnings and FDA decisions. Smaller and less-covered companies can drop sharply on the day of publication. Over the following weeks, the story typically splits into two paths: - **Claims gain traction:** an auditor resigns, a filing is delayed, the SEC or DOJ opens an inquiry, or class actions are filed. The stock may keep falling. - **Claims fade:** the company rebuts convincingly and the stock recovers, sometimes squeezing shorts who piled in after the report. Traders watch the company's response closely, along with [short interest](https://www.quantisnow.com/glossary/short-interest), borrow availability and any follow-up filings. The author's track record matters, but every report is an argument from someone with a financial interest. ## Example Before the open, a short seller publishes a report alleging that Contoso Robotics (CTSO) has overstated revenue from an overseas distributor it secretly controls. CTSO, which closed at $48, opens at $36 and trades heavily, a 25% drop. That afternoon, CTSO issues a press release rejecting the allegations and announces an independent review by its audit committee. The stock closes at $39 as traders wait for more detail. ## FAQ ### Are short seller reports legal? Yes, as long as the content is not knowingly false or misleading and the author does not engage in manipulation. Authors disclose their short position. ### Do stocks recover after short seller reports? Some do and some do not. Recovery usually depends on whether independent evidence, such as auditor actions, restatements or regulatory findings, ends up supporting the claims. ## Related terms - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. - [Activist investor](https://www.quantisnow.com/glossary/activist-investor.md): An investor who buys a meaningful stake in a public company to push for changes such as a sale, board seats, buybacks or new management. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. ## On Quantisnow - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [Trending tickers](https://www.quantisnow.com/top/trending) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) --- # Short selling > Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. Source: https://www.quantisnow.com/glossary/short-selling Topic: Glossary / Short selling Also known as: shorting, short sale, shorting a stock, short position Last updated: 2026-10-27 Short selling is the practice of borrowing shares, selling them at the current price, and later buying them back (covering) to return to the lender, profiting if the price has fallen in between. It is the main way investors bet directly against a stock. ## How it works 1. **Locate.** Before a short sale, the broker must have reasonable grounds to believe the shares can be borrowed, a requirement of [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho). 2. **Borrow and sell.** The shares are borrowed, usually from other clients' margin accounts or institutional lenders, and sold in the market. Short sales require a margin account. 3. **Carry costs.** The short seller pays a [borrow fee](https://www.quantisnow.com/glossary/borrow-fee) for as long as the position is open and must pay the lender any dividends the stock pays. 4. **Cover.** The short seller buys the shares back and returns them, closing the position. Profit is capped at 100% (the stock going to zero), while loss is theoretically unlimited, since there is no ceiling on how high a stock can go. ## Why it matters for traders Short sellers add liquidity and price discovery, and their research sometimes exposes fraud. For everyone else, the size of short positions in a stock is useful data. High [short interest](https://www.quantisnow.com/glossary/short-interest) means many holders will eventually need to buy, which can fuel a [short squeeze](https://www.quantisnow.com/glossary/short-squeeze) if good news hits. Shorts can also be forced out by margin calls or by lenders recalling shares, regardless of their view. Traders who want bearish exposure with capped risk often use put options instead. ## Example A trader shorts 500 shares of Fabrikam Software (FBKM) at $30, receiving $15,000. - FBKM falls to $22. Covering costs $11,000, for a $4,000 profit before borrow fees and commissions. - FBKM rises to $45 after a takeover offer. Covering costs $22,500, for a $7,500 loss, equal to half the value of the original sale. ## FAQ ### Is short selling legal? Yes. Short selling is legal in the US and regulated under Regulation SHO. Selling short without arranging to borrow the shares, known as abusive naked shorting, is not. ### How long can you hold a short position? There is no set limit. A short can stay open as long as the shares remain available to borrow, the account meets margin requirements, and the trader keeps paying borrow costs. ## Related terms - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Borrow fee](https://www.quantisnow.com/glossary/borrow-fee.md): The annualized interest rate a short seller pays to borrow shares, charged daily and rising sharply when shares are scarce. - [Short squeeze](https://www.quantisnow.com/glossary/short-squeeze.md): A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. - [Hard to borrow](https://www.quantisnow.com/glossary/hard-to-borrow.md): A stock with little lendable supply relative to short-selling demand, which brings high borrow fees and possible limits on new short sales. - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) --- # Short squeeze > A rapid price rise driven by short sellers buying back shares to limit losses, which pushes the price higher and forces more covering. Source: https://www.quantisnow.com/glossary/short-squeeze Topic: Glossary / Short selling Also known as: short squeezes, squeeze the shorts Last updated: 2026-10-27 A short squeeze is a rapid rise in a stock's price driven by short sellers buying back shares to cut their losses. Their buying pushes the price higher, which forces more shorts to cover, feeding a self-reinforcing loop. ## How it works Short sellers have to buy shares to close their positions. When the price rises sharply, some cover voluntarily to stop losses, others are forced out by margin calls, and some have their borrowed shares recalled by lenders. All of that is buying pressure arriving at once, often in a stock where few holders are willing to sell. Squeezes are often combined with options activity. Heavy call buying forces market makers to buy shares to hedge, which can add to the move in what is called a [gamma](https://www.quantisnow.com/glossary/gamma) squeeze. ## Why it matters for traders Traders look for squeeze conditions in a stock: - High [short interest](https://www.quantisnow.com/glossary/short-interest), often above 20% of float - High [days to cover](https://www.quantisnow.com/glossary/days-to-cover) - Rising [borrow fees](https://www.quantisnow.com/glossary/borrow-fee) or a hard-to-borrow designation - A small float and a near-term catalyst, such as earnings, an FDA decision or a buyout rumor The best-known example is GameStop in January 2021. Reported short interest was above 100% of its float, retail buying and call options surged, and the stock went from under $20 at the start of the month to an intraday high above $480 on January 28. Several brokers restricted buying in the stock that day. The trap: squeezes are short-lived and unpredictable. Many heavily shorted stocks never squeeze, and those that do often give back most of the gain once covering is done. ## Example Northwind Therapeutics (NWTX) trades at $8 with 35% of its float sold short and 9 days to cover, ahead of a PDUFA date. Shorts expect a rejection. The FDA approves the drug. NWTX opens at $12, and short sellers rush to cover. With few sellers, the stock trades to $19 by midday. Over the following week, as covering slows, it settles near $13. ## FAQ ### How long does a short squeeze last? Usually days, sometimes only hours. Once the most pressured shorts have covered, the buying pressure fades. ### How do you know if a short squeeze is happening? Signs include a sharp price rise on very high volume in a heavily shorted stock, rising borrow fees, and a later drop in reported short interest showing positions were closed. ## Related terms - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Days to cover (short interest ratio)](https://www.quantisnow.com/glossary/days-to-cover.md): Short interest divided by average daily trading volume, estimating how many days it would take short sellers to buy back all their shares. - [Borrow fee](https://www.quantisnow.com/glossary/borrow-fee.md): The annualized interest rate a short seller pays to borrow shares, charged daily and rising sharply when shares are scarce. - [Gamma](https://www.quantisnow.com/glossary/gamma.md): The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Trending tickers](https://www.quantisnow.com/top/trending) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) --- # Short volume > The number of shares sold short during a single trading day, as published daily by FINRA for trades reported to its facilities. Source: https://www.quantisnow.com/glossary/short-volume Topic: Glossary / Short selling Also known as: daily short volume, short sale volume, short volume ratio, FINRA short volume Last updated: 2026-10-27 Short volume is the number of shares sold short during a single trading day. The most widely used source is FINRA's daily short sale volume data, which covers trades reported to FINRA's facilities, mainly off-exchange trades executed by market makers, wholesalers and alternative trading systems. ## How it works FINRA publishes a daily file for each security showing short volume, short-exempt volume and total volume reported to its facilities. Dividing short volume by total volume gives the short volume ratio. Two details trip people up: - **The total is not all trading.** FINRA's figure covers only volume reported to its facilities, not the full consolidated volume across exchanges. - **Short volume is not new bearish bets.** A large share of short sales comes from [market makers](https://www.quantisnow.com/glossary/market-maker) filling customer buy orders from inventory they do not yet hold, then covering later in the day. That is why short volume ratios of 40% to 50% or more are common even in stocks no one is betting against. [Short interest](https://www.quantisnow.com/glossary/short-interest), by contrast, measures positions still open at a point in time and is reported only twice a month. ## Why it matters for traders Short volume is available daily, while short interest lags by weeks, so traders use it as a faster but noisier read. The useful signal is usually a change: a ratio that jumps well above a stock's own baseline for several days, especially alongside news, can suggest heavier short selling. A single day's reading rarely means much. ## Example On a given day, FINRA's file shows 2.1 million shares of Contoso Robotics (CTSO) sold short out of 4.2 million shares reported to its facilities. Short volume ratio = 2.1M / 4.2M = 50% If CTSO's ratio usually runs around 45%, today's 50% is unremarkable. If it has run at 70% for a week while the stock slides after a short seller report, that is a pattern worth noting. ## FAQ ### Is short volume the same as short interest? No. Short volume counts shares sold short during one day, many of which are covered the same day. Short interest counts short positions still open on a reporting date. ### Why is short volume so high for most stocks? Market makers routinely sell short to fill buy orders and then cover, so a high ratio often reflects normal liquidity provision rather than bearish positioning. ## Related terms - [Short interest](https://www.quantisnow.com/glossary/short-interest.md): The total number of a company's shares that have been sold short and not yet covered, reported by brokers to FINRA twice a month. - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. - [FINRA](https://www.quantisnow.com/glossary/finra.md): The self-regulatory organization that oversees US broker-dealers, licenses their representatives and collects short interest and off-exchange trade data. - [Days to cover (short interest ratio)](https://www.quantisnow.com/glossary/days-to-cover.md): Short interest divided by average daily trading volume, estimating how many days it would take short sellers to buy back all their shares. ## On Quantisnow - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Short volume screener](https://www.quantisnow.com/docs/short-volume-screener) - [Short volume vs short interest](https://www.quantisnow.com/guides/short-volume-vs-short-interest) - [Most shorted stocks](https://www.quantisnow.com/top/most-shorted) --- # Small-cap stock > A stock of a company with a relatively small market capitalization, commonly defined as roughly $300 million to $2 billion. Source: https://www.quantisnow.com/glossary/small-cap Topic: Glossary / Market structure Also known as: small-cap, small cap stock, small-cap company Last updated: 2026-10-27 A small-cap stock is a share of a company with a relatively small [market capitalization](https://www.quantisnow.com/glossary/market-capitalization), commonly defined as roughly $300 million to $2 billion. The cutoffs are conventions, not rules, and different index providers draw them differently. ## How it works Market cap is share price times [shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding). Common bands: | Category | Typical range | |---|---| | Nano-cap | Under $50 million | | Micro-cap | $50 million to $300 million | | Small-cap | $300 million to $2 billion | | Mid-cap | $2 billion to $10 billion | | Large-cap | Above $10 billion | The Russell 2000 and the S&P SmallCap 600 are the most cited small-cap benchmarks. Their membership rules differ, so a stock can be "small-cap" in one and not the other. ## Why it matters for traders Small caps react harder to news than large caps. A single FDA decision, contract or earnings surprise can be material to a $500 million company in a way it never is for a $500 billion one. Analyst coverage is thinner, so filings and press releases often reach the market before any research note. Other traits to watch: - **Liquidity.** Lower average volume and wider spreads mean bigger slippage. - **Financing risk.** Many small caps burn cash and raise equity, so [dilution](https://www.quantisnow.com/glossary/dilution) is a recurring theme. - **Float matters.** A small [public float](https://www.quantisnow.com/glossary/public-float) amplifies moves in both directions. - **Rate sensitivity.** Small caps as a group tend to carry more floating-rate debt and are often treated as a bet on domestic growth and lower rates. ## Example Hypothetical Copperline Energy (ticker CPLE) has 50 million shares at $24, a $1.2 billion market cap, placing it squarely in small-cap territory. If the stock rallies to $44, its market cap reaches $2.2 billion and most screens would reclassify it as mid-cap. ## FAQ ### Are small caps riskier than large caps? Generally they are more volatile and less liquid, and individual companies are more likely to fail or dilute. They also have more room to grow, which is why they attract risk-tolerant capital. ## Related terms - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Penny stock](https://www.quantisnow.com/glossary/penny-stock.md): A low-priced, usually small and thinly traded stock, defined by SEC rules generally as an equity security trading below $5 per share. - [Public float](https://www.quantisnow.com/glossary/public-float.md): The portion of a company's outstanding shares held by non-affiliates, excluding stock owned by officers, directors and controlling holders. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. ## On Quantisnow - [Companies by market cap](https://www.quantisnow.com/top/market-cap) - [Short volume screener](https://www.quantisnow.com/screener/short-volume) - [Company directory](https://www.quantisnow.com/companies) --- # SPAC (special purpose acquisition company) > A shell company that raises cash in an IPO and places it in trust to acquire a private company, which becomes public through the merger. Source: https://www.quantisnow.com/glossary/spac Topic: Glossary / Mergers and acquisitions Also known as: SPAC, special purpose acquisition company, blank check company, blank-check company Last updated: 2026-10-27 A SPAC, or special purpose acquisition company, is a publicly traded shell company that raises money in an IPO with the sole purpose of merging with a private company, taking it public. Investor cash sits in a trust account until a deal is completed or the SPAC liquidates. ## How it works SPACs usually sell units at $10.00, each consisting of one share plus a fraction of a [warrant](https://www.quantisnow.com/glossary/warrants) or a right. The units later split into separately traded shares and warrants. IPO proceeds go into a trust invested in Treasuries. The sponsor, which organizes the SPAC, buys founder shares for a nominal sum, typically equal to 20% of the post-IPO shares, known as the promote. The SPAC then has a deadline, often 18 to 24 months, to announce and close a merger, a process called the [de-SPAC](https://www.quantisnow.com/glossary/de-spac). Shareholders can vote on the deal and redeem their shares for their pro rata share of the trust, roughly $10 plus interest, whether they vote for or against. Deadlines can be extended with shareholder approval. If no deal closes, the SPAC liquidates and returns the trust. SEC rules effective in 2024 expanded disclosure requirements on sponsor compensation, conflicts and dilution. ## Why it matters for traders Before a deal, SPAC shares tend to trade near trust value, giving a low-risk floor. Deal announcements and rumors can push shares and warrants much higher. Redemptions are the key metric: high redemption rates leave the merged company with less cash and a small float, which can make the stock extremely volatile. The sponsor promote and warrants dilute public holders, so the effective cash per share can be well below $10. ## Example Hypothetical Northwind Acquisition Corp (NWAC) raises $200 million selling 20 million units at $10, each with one share and one-half warrant exercisable at $11.50. The sponsor holds 5 million founder shares, 20% of the 25 million total. NWAC announces a merger; 80% of public holders redeem, leaving $40 million in trust and 4 million public shares outstanding. ## FAQ ### What happens to SPAC shares if no deal is completed? The SPAC liquidates and public shareholders receive their share of the trust, usually about $10 per share plus interest. Warrants typically expire worthless. ### What is a SPAC redemption? The right of public shareholders to cash in their shares for a pro rata portion of the trust when a deal or extension is voted on. ## Related terms - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [Warrants](https://www.quantisnow.com/glossary/warrants.md): Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Reverse merger](https://www.quantisnow.com/glossary/reverse-merger.md): A transaction in which a private company becomes public by merging into an existing public company, bypassing a traditional IPO. - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. ## On Quantisnow - [IPO calendar](https://www.quantisnow.com/ipos) - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC Form S-1 IPO registrations](https://www.quantisnow.com/categories/s-1) --- # Special dividend > A one-time dividend paid outside a company's regular schedule, often after an asset sale, a windfall or a buildup of excess cash. Source: https://www.quantisnow.com/glossary/special-dividend Topic: Glossary / Dividends Also known as: one-time dividend, extra dividend, special cash dividend Last updated: 2026-10-27 A special dividend is a non-recurring distribution of cash (or occasionally stock) that a company pays in addition to, or instead of, its regular [dividend](https://www.quantisnow.com/glossary/dividend). It is typically declared after an unusual event such as the sale of a business, a legal settlement, an exceptionally profitable year or a decision to return excess cash. ## How it works Special dividends follow the same declaration, ex-date, record date and payment date sequence as regular dividends, with two important differences: - **Ex-date for large distributions:** when the dividend equals roughly 25% or more of the stock's value, the [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date) is set as the first business day after the [payment date](https://www.quantisnow.com/glossary/payment-date). Shares sold before the ex-date trade with "due bills" that pass the dividend to the buyer. - **Options adjustments:** the Options Clearing Corporation generally adjusts listed option contracts for special cash dividends above a minimum size, while ordinary regular dividends do not trigger an adjustment. Companies often label a payment "special" to signal that shareholders should not expect it again, which preserves flexibility compared with raising the regular dividend. ## Why it matters for traders A special dividend can attract buyers before the ex-date and signals strong cash generation or a capital return decision. The share price adjusts down by roughly the payout on the ex-date, all else equal, so the payout is not a free gain. Traders compare it with a [share buyback](https://www.quantisnow.com/glossary/share-buyback): a special dividend returns cash to all holders equally and immediately, while a buyback reduces the share count over time. Forward dividend yield figures usually exclude special payments, which can make trailing yields look misleadingly high afterward. ## Example Cobalt Ridge Mining (ticker CBRM) sells a non-core mine for $300 million and declares a special dividend of $2.00 per share on its 50 million shares, a $100 million payout, alongside its regular $0.25 quarterly dividend. With CBRM at $40, the special payout is 5% of the share price, below the 25% threshold, so the ex-date follows the normal schedule. ## FAQ ### Do stock prices drop after a special dividend? Typically yes, by roughly the dividend amount on the ex-dividend date, all else equal. ### Is a special dividend taxed differently? In the US it is generally taxed like other dividends, as qualified or ordinary depending on the holding period and the company. ## Related terms - [Dividend](https://www.quantisnow.com/glossary/dividend.md): A distribution of a company's profits or cash to shareholders, usually paid in cash on a regular schedule after being declared by the board. - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Payment date](https://www.quantisnow.com/glossary/payment-date.md): The date a company actually pays a declared dividend to eligible shareholders, usually days or weeks after the record date. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Dividend yield](https://www.quantisnow.com/glossary/dividend-yield.md): A stock's annual dividend per share divided by its current share price, expressed as a percentage of the price. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Dividend announcements](https://www.quantisnow.com/categories/dividends) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) --- # Spin-off > A corporate action in which a company separates a business unit into a new, independently traded company and distributes its shares to existing holders. Source: https://www.quantisnow.com/glossary/spin-off Topic: Glossary / Corporate actions Also known as: spinoff, corporate spin-off Last updated: 2026-10-27 A spin-off is a corporate action in which a parent company separates a subsidiary or division into a standalone public company and distributes the new company's shares to the parent's existing shareholders, usually pro rata. Shareholders end up owning both companies. ## How it works The parent announces the plan, often months ahead, and the new company files a registration statement (commonly a Form 10) describing its business, financials and management. The board sets a distribution ratio (for example, one share of SpinCo for every three parent shares), a [record date](https://www.quantisnow.com/glossary/record-date) and a distribution date. Before the distribution, both stocks may trade on a "when-issued" basis, and the parent may trade "regular way" (with the right to receive SpinCo shares) and "ex-distribution" (without it). Many spin-offs are structured to be tax-free to shareholders under Section 355 of the Internal Revenue Code. A split-off is a variant where holders choose to exchange parent shares for SpinCo shares, and a carve-out sells part of the subsidiary in an IPO instead of distributing it. ## Why it matters for traders Spin-offs often create forced selling. Index funds and institutions that cannot hold the smaller company, or do not want it, sell in the first weeks after distribution. That pressure can depress the new stock early. Parent stocks sometimes rerate once a lower-growth or higher-growth segment is separated. Watch the Form 10 for debt allocated to SpinCo, management incentives and separation costs. ## Example Hypothetical industrial Northwind Holdings (NWHD) trades at $60 and spins off its medical unit, Northwind Health (NWHL), at a ratio of one NWHL share per four NWHD shares. A holder of 400 NWHD shares receives 100 NWHL shares. If NWHL opens at $40 and NWHD trades down to $50, the holder has 400 x $50 + 100 x $40 = $24,000, the same as the $24,000 before. ## FAQ ### Do I need to do anything to receive spin-off shares? No. If you own the parent on the record date and hold through the distribution, your broker credits the new shares automatically. ### Are spin-offs taxable? Many are structured to be tax-free under Section 355, but not all. The company's information statement will say how the distribution is treated. ## Related terms - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Institutional ownership](https://www.quantisnow.com/glossary/institutional-ownership.md): The share of a company's stock held by institutions such as mutual funds, pensions, hedge funds and banks, usually estimated from 13F filings. - [Ticker change](https://www.quantisnow.com/glossary/ticker-change.md): A change to the symbol under which a company's stock trades, usually tied to a rebrand, merger, exchange move or corporate restructuring. ## On Quantisnow - [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) --- # Stock split > A corporate action that increases a company's share count by a fixed ratio and cuts the per-share price proportionally, leaving market value unchanged. Source: https://www.quantisnow.com/glossary/stock-split Topic: Glossary / Corporate actions Also known as: forward stock split, forward split, share split Last updated: 2026-10-27 A stock split is a corporate action in which a company multiplies its number of shares outstanding by a fixed ratio, such as 2-for-1 or 4-for-1, and the share price drops by the same factor. Each shareholder owns more shares, but the total value of the position and the company's [market capitalization](https://www.quantisnow.com/glossary/market-capitalization) do not change. ## How it works The board approves the split and announces the ratio, a record date and the date shares begin trading on a split-adjusted basis. Some splits also need a shareholder vote to raise the number of authorized shares. On the effective date, brokers credit the extra shares and historical prices, [earnings per share](https://www.quantisnow.com/glossary/earnings-per-share), dividends per share and analyst price targets are all adjusted by the ratio. Listed options are adjusted by the Options Clearing Corporation so that contract holders are not harmed. ## Why it matters for traders A split does not change fundamentals, but announcements often draw buying interest. Traders read them as a sign of management confidence after a long run-up, and a lower share price can widen retail participation and make options contracts cheaper in dollar terms. Watch the announcement date and the first split-adjusted trading day, both of which can bring elevated volume. A common trap is comparing unadjusted historical prices on a chart or screener and mistaking the split for a crash. ## Example Apple effected a 4-for-1 split on August 31, 2020. A holder of 100 shares at about $500 before the split held 400 shares at about $125 afterward, still worth about $50,000. Tesla's 5-for-1 split took effect the same day. For a hypothetical case, Northwind Software (NWSW) trades at $900 with 50 million shares, a $45 billion market cap. After a 3-for-1 split it has 150 million shares at $300, still $45 billion. ## FAQ ### Does a stock split make a stock cheaper? Only per share. The value of the whole company and of each shareholder's stake is the same immediately after the split. ### What happens to my options after a stock split? Listed options are adjusted. In a 2-for-1 split, one call with a $100 strike typically becomes two calls with a $50 strike, so the position's economics are preserved. ## Related terms - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Shares outstanding](https://www.quantisnow.com/glossary/shares-outstanding.md): The total number of a company's shares currently held by all shareholders, including insiders and institutions, excluding treasury shares. - [Market capitalization](https://www.quantisnow.com/glossary/market-capitalization.md): The total market value of a company's outstanding shares, calculated as the share price multiplied by the number of shares outstanding. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. ## On Quantisnow - [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) - [Latest stock split announcements](https://www.quantisnow.com/top/stock-splits) --- # Stop-loss order > An order that becomes a market order to sell (or buy) once a stock trades at a specified stop price, used to limit losses. Source: https://www.quantisnow.com/glossary/stop-loss-order Topic: Glossary / Market structure Also known as: stop loss, stop order, stop-loss, stop-limit order, trailing stop Last updated: 2026-10-27 A stop-loss order is an instruction to sell a security (or buy it back, for a short position) once it trades at or through a specified stop price. When the stop is triggered, it becomes a [market order](https://www.quantisnow.com/glossary/market-order) and fills at the next available price. ## How it works A trader who owns a stock at $50 might set a sell stop at $45. Nothing happens until the stock trades at $45 or lower. Then the order converts to a market order and sells at whatever the best bid is. Variations: - **Stop-limit order.** Becomes a [limit order](https://www.quantisnow.com/glossary/limit-order) instead of a market order when triggered. It caps the fill price but may not execute at all if the price drops through the limit. - **Trailing stop.** The stop price follows the stock up by a fixed amount or percentage, locking in gains, and never moves down. - **Buy stop.** Used to cover a short position or to enter on a breakout above a set price. Many brokers trigger stops only during regular trading hours. ## Why it matters for traders The key limitation is that a stop is not a price guarantee. If a stock [gaps](https://www.quantisnow.com/glossary/gap) down overnight on bad news, a $45 stop on a stock that opens at $36 sells near $36. The same happens when a stock reopens after a [trading halt](https://www.quantisnow.com/glossary/trading-halt): the stop triggers in the reopening auction or right after it, at a far worse price. Stops placed at obvious round numbers or just below recent lows can be triggered by brief dips, leaving the trader out of a position that recovers minutes later. In thin small caps, a cluster of stops being triggered can itself push the price lower. ## Example A trader holds 300 shares of hypothetical Northwind Therapeutics (ticker NWTX), bought at $12, with a stop at $10.50. The company announces a failed trial before the open, and the stock opens at $4.20. The stop triggers at the open and fills near $4.20, a loss of $2,340, not the $450 the trader planned for. ## FAQ ### Should I use a stop-loss or stop-limit order? A stop-loss makes sure you exit but not at what price. A stop-limit controls the price but can leave you holding the stock if it falls through your limit. Which fits depends on whether getting out or the exit price matters more. ## Related terms - [Market order](https://www.quantisnow.com/glossary/market-order.md): An order to buy or sell immediately at the best available price, which guarantees execution but not the price. - [Limit order](https://www.quantisnow.com/glossary/limit-order.md): An order to buy or sell at a specified price or better, which controls the price but does not guarantee the order will fill. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Trading halt](https://www.quantisnow.com/glossary/trading-halt.md): A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. - [Limit up-limit down (LULD)](https://www.quantisnow.com/glossary/luld.md): A US rule that sets price bands around each stock's recent average price and pauses trading for five minutes when the stock cannot trade inside them. ## On Quantisnow - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Stock exchanges explained](https://www.quantisnow.com/guides/stock-exchanges-explained) --- # Strike price > The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. Source: https://www.quantisnow.com/glossary/strike-price Topic: Glossary / Options Also known as: exercise price, strike Last updated: 2026-10-27 A strike price is the fixed price at which the holder of an option can buy the underlying stock (for a [call](https://www.quantisnow.com/glossary/call-option)) or sell it (for a [put](https://www.quantisnow.com/glossary/put-option)) if the option is exercised. It is set when the option is listed and does not change over the contract's life, except for corporate-action adjustments. ## How it works Exchanges list a range of strikes for each expiration, at intervals that are generally tighter for lower-priced and heavily traded stocks. New strikes are added as the stock moves. The relationship between the strike and the current stock price sets an option's moneyness: | | Call | Put | |---|---|---| | Strike below stock price | [In the money](https://www.quantisnow.com/glossary/in-the-money) | Out of the money | | Strike near stock price | At the money | At the money | | Strike above stock price | Out of the money | In the money | When a company does a [stock split](https://www.quantisnow.com/glossary/stock-split), existing options are adjusted by the Options Clearing Corporation. In a whole-number split such as 2-for-1, holders typically end up with more contracts at a proportionally lower strike, so the economic value is unchanged. ## Why it matters for traders Strike choice is the main trade-off in options: lower-strike calls cost more but need less of a move to pay off; higher-strike calls are cheap but often expire worthless. Strikes with large open interest can also attract attention around expiration, since hedging by dealers near those levels can affect how the stock trades. ## Example Contoso Robotics (CTSO) trades at $62. Its next monthly expiration shows strikes at $55, $60, $65 and $70. - The $60 call is $2 in the money and might cost $4.10. - The $70 call is $8 out of the money and might cost $0.60. A buyer of the $70 call needs CTSO above $70.60 at expiration to profit, a rise of about 14%. ## FAQ ### Can the strike price of an option change? Not under normal conditions. Strikes and contract terms are adjusted only for corporate actions such as splits, special dividends, mergers or spin-offs. ### How do I pick a strike price? There is no single right answer. Traders weigh cost, the move they expect, and the time left; deep in-the-money strikes behave more like stock, while far out-of-the-money strikes behave more like lottery tickets. ## Related terms - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Put option](https://www.quantisnow.com/glossary/put-option.md): A contract giving the buyer the right, but not the obligation, to sell a stock at a set price on or before a set date. - [In the money (ITM)](https://www.quantisnow.com/glossary/in-the-money.md): Describes an option with intrinsic value: a call whose strike is below the stock price, or a put whose strike is above it. - [Out of the money (OTM)](https://www.quantisnow.com/glossary/out-of-the-money.md): Describes an option with no intrinsic value: a call whose strike is above the stock price, or a put whose strike is below it. - [At the money (ATM)](https://www.quantisnow.com/glossary/at-the-money.md): Describes an option whose strike price equals or sits very close to the current price of the underlying stock. - [Options chain](https://www.quantisnow.com/glossary/options-chain.md): A table listing every available call and put for a stock, organized by expiration date and strike, with prices, volume and open interest. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) - [Options chains](https://www.quantisnow.com/docs/options-chains) --- # Supplemental NDA (sNDA) > An application to change an already approved drug's NDA, most often to add a new indication, patient population, dose or formulation. Source: https://www.quantisnow.com/glossary/snda Topic: Glossary / Biotech and FDA Also known as: sNDA, supplemental new drug application, label expansion, efficacy supplement Last updated: 2026-10-27 A supplemental New Drug Application (sNDA) is a request to the FDA to change the terms of an already approved [NDA](https://www.quantisnow.com/glossary/nda). The most market-relevant type is the efficacy supplement, used to add a new indication or expand the approved patient population. The equivalent for biologics is a supplemental BLA (sBLA). ## How it works Supplements cover many kinds of changes: new indications, new dosing regimens, new formulations or strengths, labeling updates and manufacturing changes. Efficacy supplements typically require new clinical data, often a [Phase 3](https://www.quantisnow.com/glossary/phase-3-trial) trial in the new population. Under PDUFA, efficacy supplements have review goals of 10 months for standard review and 6 months for [priority review](https://www.quantisnow.com/glossary/priority-review), measured from receipt. As with an original application, the result is an approval or a [complete response letter](https://www.quantisnow.com/glossary/complete-response-letter). Many routine manufacturing and labeling supplements are minor and never make news. ## Why it matters for traders For commercial-stage drugmakers, label expansions are how a drug's sales keep growing after launch. An sNDA approval for a large new indication, such as moving a cancer drug into an earlier line of therapy, can materially lift revenue forecasts. Things traders watch: - **Size of the new population** relative to the current label. - **The PDUFA date** for the supplement, disclosed by the company. - **Label wording.** A narrower-than-expected indication can disappoint even on approval. ## Example Northwind Therapeutics (NWTX) markets a drug approved for adults with a rare liver disease, a market of about 20,000 US patients. It files an sNDA to add a second, related condition affecting about 30,000 patients, with standard review. If approved, the addressable population rises 150% to roughly 50,000. ## FAQ ### What is the difference between an NDA and an sNDA? An NDA seeks the first approval of a drug. An sNDA seeks to change an existing approval, for example to add a new use. ### Does an sNDA need new trials? Efficacy supplements for new indications usually do. Manufacturing or labeling supplements often do not. ## Related terms - [New Drug Application (NDA)](https://www.quantisnow.com/glossary/nda.md): The formal application a drugmaker submits to the FDA requesting approval to market a new small-molecule drug in the United States. - [Biologics License Application (BLA)](https://www.quantisnow.com/glossary/bla.md): The application a company submits to the FDA to market a biologic, such as an antibody, vaccine or gene therapy, in the United States. - [PDUFA date](https://www.quantisnow.com/glossary/pdufa-date.md): The target date by which the FDA aims to approve or reject a new drug or biologic application under the Prescription Drug User Fee Act. - [Priority review](https://www.quantisnow.com/glossary/priority-review.md): An FDA designation that shortens the review goal for a drug application to 6 months instead of the standard 10 months. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Complete response letter (CRL)](https://www.quantisnow.com/glossary/complete-response-letter.md): A letter from the FDA stating it cannot approve a drug or biologic application in its current form and explaining the deficiencies to fix. ## On Quantisnow - [FDA approval process](https://www.quantisnow.com/guides/fda-approval-process) - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Latest FDA approvals and announcements](https://www.quantisnow.com/top/fda-approvals) --- # T+1 settlement > The US standard under which most stock trades settle one business day after the trade date, in effect since May 28, 2024. Source: https://www.quantisnow.com/glossary/t-plus-1 Topic: Glossary / Market structure Also known as: T+1, T plus 1, one-day settlement Last updated: 2026-10-27 T+1 settlement is the US standard under which most securities trades settle one business day after the trade date: the buyer's cash and the seller's shares formally change hands on the next business day. It replaced the T+2 cycle on May 28, 2024. ## How it works "T" is the trade date. A stock bought on a Monday settles on Tuesday; one bought on a Friday settles the following Monday, assuming no holiday. Settlement for most US equities runs through the Depository Trust & Clearing Corporation (DTCC) and its subsidiaries. T+1 covers stocks, ETFs, corporate and municipal bonds, and most other broker-dealer transactions. Shortening the cycle reduces the time a trade is exposed to a counterparty defaulting, which lowers the margin brokers and clearing firms must post. The move followed the January 2021 meme-stock volatility, when T+2 collateral demands forced some brokers to restrict trading. ## Why it matters for traders Settlement timing drives several practical rules: - **Dividends.** With T+1, the [ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date) generally falls on the same day as the [record date](https://www.quantisnow.com/glossary/record-date). You must buy before the ex-date to receive the dividend. - **Cash accounts.** Proceeds from a sale settle a day later, and buying with unsettled funds and then selling before settlement can cause a good faith violation. - **Short selling and fails.** Sellers must deliver shares by the settlement date. A [failure to deliver](https://www.quantisnow.com/glossary/failure-to-deliver) arises when they do not, and Regulation SHO close-out rules then apply. ## Example A trader sells 100 shares of hypothetical Copperline Energy (ticker CPLE) on Thursday. Under T+1, the cash settles Friday. If Friday is a market holiday, it settles the following Monday instead. ## FAQ ### When did the US move to T+1? May 28, 2024. Before that, US stocks settled on T+2, which had been the standard since September 2017. ### Does T+1 mean I can't trade until settlement? No. In a margin account you can trade freely. In a cash account you can trade, but using unsettled funds carelessly can lead to account restrictions. ## Related terms - [Ex-dividend date](https://www.quantisnow.com/glossary/ex-dividend-date.md): The first trading day on which a stock trades without the right to its next dividend; buyers on or after this date do not receive it. - [Record date](https://www.quantisnow.com/glossary/record-date.md): The date a company uses to determine which shareholders are entitled to a dividend or other distribution, or to vote at a meeting. - [Failure to deliver (FTD)](https://www.quantisnow.com/glossary/failure-to-deliver.md): A trade in which the seller does not deliver the shares to the buyer by the settlement date, currently one business day after the trade (T+1). - [Short selling](https://www.quantisnow.com/glossary/short-selling.md): Selling borrowed shares in the hope of buying them back later at a lower price, profiting from a decline in the stock. - [Regulation SHO](https://www.quantisnow.com/glossary/regulation-sho.md): The SEC rule set governing US short sales, covering order marking, the locate requirement, close-outs of failed trades and the alternative uptick rule. ## On Quantisnow - [Dividend dates explained](https://www.quantisnow.com/guides/dividend-dates-explained) - [Dividend tracker](https://www.quantisnow.com/dividends) - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) --- # Tender offer > A public offer to buy shares directly from a company's stockholders at a fixed price or price range, usually at a premium and for a limited time. Source: https://www.quantisnow.com/glossary/tender-offer Topic: Glossary / Corporate actions Also known as: tender offer for shares, self-tender offer, issuer tender offer, Dutch auction tender offer Last updated: 2026-10-27 A tender offer is a public offer to buy some or all of a company's shares directly from its stockholders at a specified price, usually a premium to the market, during a set window. It can be made by an acquirer (a third-party tender offer) or by the company itself to repurchase its own stock (an issuer or self-tender). ## How it works The bidder files a [Schedule TO](https://www.quantisnow.com/glossary/schedule-to) with the SEC on the day the offer starts. US rules require a tender offer to stay open at least 20 business days, and to be extended if the price or the percentage sought changes. The target company must file a Schedule 14D-9 within 10 business days of commencement stating whether its board recommends accepting, rejecting or remaining neutral. All tendering holders must receive the same price. If more shares are tendered than the bidder wants, purchases are prorated. In a negotiated acquisition, a tender offer is often faster than a shareholder vote. Once the bidder gets a majority, a second-step merger squeezes out the rest. Self-tenders often use a Dutch auction: holders pick a price within a range and the company sets the lowest price that lets it buy the targeted number of shares. ## Why it matters for traders The stock usually jumps toward the offer price and then trades at a small discount reflecting time and risk, the [deal spread](https://www.quantisnow.com/glossary/deal-spread). Watch the minimum tender condition, financing, regulatory approvals and extensions. Beware "mini-tenders" for less than 5% of shares, often priced below market and with fewer protections. ## Example Hypothetical Northwind Devices (NWDV) trades at $30. An acquirer launches a cash tender offer at $40, a 33% premium, expiring in 20 business days and conditioned on a majority of shares being tendered. NWDV jumps to $39.20, a spread of $0.80, or about 2%. ## FAQ ### Do I have to tender my shares? No. You can tender, sell in the market or hold. If the bidder gets control and completes a second-step merger, untendered shares are typically converted into the same consideration. ### Can I withdraw shares I tendered? Generally yes, at any time while the offer remains open. ## Related terms - [Schedule TO](https://www.quantisnow.com/glossary/schedule-to.md): The SEC filing made by a company or bidder launching a tender offer for a public company's securities, disclosing the offer's terms. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. - [Share buyback](https://www.quantisnow.com/glossary/share-buyback.md): A company's repurchase of its own shares from the market or directly from holders, reducing shares outstanding and returning cash to investors. - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Going-private transaction](https://www.quantisnow.com/glossary/going-private.md): A deal in which a public company's shares are bought out, often by private equity, insiders or a controlling holder, and the stock stops trading. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [Live feed: SEC Filings](https://www.quantisnow.com/news/sec) - [Latest mergers and acquisitions](https://www.quantisnow.com/top/mergers-acquisitions) --- # Termination fee (break-up fee) > A payment one party to a merger agreement owes the other if the deal is terminated for specified reasons, such as accepting a better offer. Source: https://www.quantisnow.com/glossary/termination-fee Topic: Glossary / Mergers and acquisitions Also known as: termination fee, break-up fee, breakup fee, reverse termination fee, reverse break-up fee Last updated: 2026-10-27 A termination fee, or break-up fee, is a payment specified in a [merger agreement](https://www.quantisnow.com/glossary/merger-agreement) that one party must make to the other if the deal is called off for certain reasons. The standard fee is paid by the target to the buyer; a reverse termination fee is paid by the buyer to the target. ## How it works A target typically owes the fee if its board changes its recommendation or terminates the agreement to accept a superior proposal, or if it signs another deal within a set period after a failed vote. These fees commonly run about 2% to 4% of the deal's equity value; courts look skeptically at fees large enough to deter rival bidders. A lower fee often applies to bidders who emerge during a [go-shop period](https://www.quantisnow.com/glossary/go-shop). A reverse termination fee protects the target if the buyer cannot close, most often because of failed financing or antitrust rejection. In private equity deals, it may be the target's main remedy. In large strategic deals with heavy regulatory risk, reverse fees can be substantially larger than the target's fee. ## Why it matters for traders Fees shape behavior. A large target fee raises the cost for any competing bidder, making a topping bid less likely. A large reverse fee signals the buyer is confident about regulatory approval, or at least willing to pay to show it. For arbitrage traders, a reverse fee also provides partial compensation to the target if a deal breaks, softening the downside. Both fees are disclosed in the 8-K announcing the deal and detailed in the merger agreement. ## Example Hypothetical Northwind Health (NWHL) agrees to acquire Contoso Diagnostics (CTDX) for $4 billion. The agreement sets a $140 million termination fee (3.5%) payable by CTDX and a $300 million reverse termination fee payable by NWHL if antitrust approval is not obtained. A rival later offers $4.4 billion; to make its bid work, it must cover the $140 million fee CTDX owes NWHL, so the rival's effective cost is $4.54 billion. ## FAQ ### Who pays a break-up fee? Usually the target, if it walks away for a better deal. A reverse termination fee is paid by the buyer, typically if financing or regulatory approval fails. ### How big is a typical termination fee? Often around 2% to 4% of the deal's equity value, though it varies with the deal and any go-shop terms. ## Related terms - [Merger agreement](https://www.quantisnow.com/glossary/merger-agreement.md): The binding contract between an acquirer and a target that sets the deal price, structure, closing conditions and termination rights of an acquisition. - [Go-shop period](https://www.quantisnow.com/glossary/go-shop.md): A window after a merger agreement is signed during which the target may actively solicit competing bids, usually with a reduced break-up fee. - [Merger arbitrage](https://www.quantisnow.com/glossary/merger-arbitrage.md): A strategy that buys the stock of an acquisition target after a deal is announced to capture the gap between its market price and the offer price. - [Deal spread](https://www.quantisnow.com/glossary/deal-spread.md): The gap between an acquisition target's market price and the value of the offer, reflecting the market's view of closing risk and time. - [Hostile takeover](https://www.quantisnow.com/glossary/hostile-takeover.md): An attempt to acquire a company against the wishes of its board, typically through a tender offer directly to shareholders or a proxy fight. ## On Quantisnow - [Mergers and acquisitions news](https://www.quantisnow.com/guides/mergers-and-acquisitions-news) - [Mergers and acquisitions](https://www.quantisnow.com/categories/mergers-acquisitions) - [SEC Form 8-K filings](https://www.quantisnow.com/categories/8-k) --- # Theta > The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. Source: https://www.quantisnow.com/glossary/theta Topic: Glossary / Options Also known as: option theta, time decay, options time decay Last updated: 2026-10-27 Theta is the estimated amount an option's price declines each day as time passes, assuming the stock price and implied volatility stay the same. It is usually shown as a negative number for option buyers: a theta of -0.05 means the option is expected to lose about $0.05 per share ($5 per contract) per day. ## How it works Only time value decays; intrinsic value does not. That means: - **At-the-money** options, which are almost all time value, have the largest theta in dollar terms. - **Decay accelerates** as expiration approaches. An ATM option with a few weeks left loses value far faster than one with several months left. - **Sellers earn theta.** Anyone short an option has positive theta and benefits from the passage of time, which is the basic logic behind strategies like the [covered call](https://www.quantisnow.com/glossary/covered-call). Theta trades off against [gamma](https://www.quantisnow.com/glossary/gamma). Positions with high positive gamma usually pay for it with high negative theta, and vice versa. ## Why it matters for traders Theta is the daily cost of holding an option. Buyers need the stock to move far enough and soon enough to outrun it, which is why short-dated options bought too early ahead of a catalyst can bleed value while the trader waits. Sellers collect theta but accept the risk of a sharp move against them. Weekends and holidays count: pricing models generally decay options over calendar days, though market makers often price some of that decay into Friday's quotes. ## Example Fabrikam Software (FBKM) trades at $70. The $70 call expiring in 10 days costs $2.00 with a theta of -0.09. If FBKM stays flat and implied volatility does not change, the call should be worth about $1.91 tomorrow. Over the 10 days its full $2.00 of time value goes to zero, and the daily loss grows as expiration nears. ## FAQ ### Do options lose value over the weekend? Time decay accrues over calendar days, so the weekend counts. In practice, much of that decay tends to be reflected in prices before Monday's open. ### When does theta decay speed up the most? In the last few weeks before expiration, and most dramatically in the final days for at-the-money options. ## Related terms - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. - [Delta](https://www.quantisnow.com/glossary/delta.md): How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. - [Gamma](https://www.quantisnow.com/glossary/gamma.md): The rate at which an option's delta changes for each $1 move in the underlying stock, highest for at-the-money options near expiration. - [Vega](https://www.quantisnow.com/glossary/vega.md): How much an option's price is expected to change for each one-percentage-point change in implied volatility. - [Expiration date](https://www.quantisnow.com/glossary/expiration-date.md): The last day an options contract can be traded or exercised, after which it either settles or expires worthless. - [Covered call](https://www.quantisnow.com/glossary/covered-call.md): An options strategy where an investor who owns at least 100 shares sells a call against them to collect premium, capping upside above the strike. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # Ticker change > A change to the symbol under which a company's stock trades, usually tied to a rebrand, merger, exchange move or corporate restructuring. Source: https://www.quantisnow.com/glossary/ticker-change Topic: Glossary / Corporate actions Also known as: symbol change, ticker symbol change, new ticker symbol Last updated: 2026-10-27 A ticker change is a switch in the symbol under which a company's shares trade on an exchange or over the counter. The company, its shares and shareholders' positions stay the same; only the identifier used to quote and trade the stock changes. ## How it works The company requests the new symbol from its listing exchange (or from FINRA for OTC securities) and announces the effective date, usually by press release. On that date, quotes, orders and broker statements switch to the new symbol automatically. Shareholders do not need to do anything. A CUSIP change may accompany it if the security itself changes, as in a reverse split or reincorporation. Common triggers include: - A corporate rebrand or name change - Completion of a merger or a [de-SPAC](https://www.quantisnow.com/glossary/de-spac), when the SPAC symbol becomes the operating company's - A move between exchanges, such as NYSE to Nasdaq - A [reverse split](https://www.quantisnow.com/glossary/reverse-stock-split), where some OTC issuers get a temporary fifth-letter suffix - A [delisting](https://www.quantisnow.com/glossary/delisting) to the OTC markets, or a bankruptcy, where OTC symbols for bankrupt issuers often receive a "Q" suffix ## Why it matters for traders A ticker change itself does not affect value, but it can break watchlists, alerts, scripts and charting history if a tool does not map the old symbol to the new one. Recycled tickers are a classic trap: retail traders have bid up the wrong stock because its symbol resembled, or once belonged to, a company in the news. Always confirm the company name, not just the symbol, before trading on a headline. ## Example Hypothetical Northwind Data Systems trades on Nasdaq as NWDS. After acquiring a cloud security firm, it renames itself Northwind Cyber and announces that, effective at market open on March 3, its shares will trade as NWCY. A holder of 1,000 NWDS shares sees 1,000 NWCY shares in their account that morning. ## FAQ ### Do I need to do anything when a stock changes its ticker? No. Your broker updates the position automatically. You may need to update watchlists, alerts and any open orders that reference the old symbol. ### Why did my stock get a Q added to its ticker? On the OTC markets, a Q suffix usually marks a company in bankruptcy proceedings. ## Related terms - [Spin-off](https://www.quantisnow.com/glossary/spin-off.md): A corporate action in which a company separates a business unit into a new, independently traded company and distributes its shares to existing holders. - [De-SPAC](https://www.quantisnow.com/glossary/de-spac.md): The merger in which a SPAC combines with a private operating company, turning that company into a publicly traded business. - [Reverse stock split](https://www.quantisnow.com/glossary/reverse-stock-split.md): A corporate action that combines existing shares into fewer shares at a higher price, often used to regain compliance with exchange minimum bid rules. - [Delisting](https://www.quantisnow.com/glossary/delisting.md): The removal of a company's stock from a national exchange, either voluntarily or because it failed listing standards, often leaving it to trade OTC. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [NYSE](https://www.quantisnow.com/glossary/nyse.md): The New York Stock Exchange, the largest US stock exchange by listed market value, owned by Intercontinental Exchange since 2013. ## On Quantisnow - [Corporate actions: splits and ticker changes](https://www.quantisnow.com/corporate-actions) - [Stock splits and corporate actions](https://www.quantisnow.com/guides/stock-splits-and-corporate-actions) - [Company directory](https://www.quantisnow.com/companies) --- # Topline data > The first high-level results from a clinical trial, usually covering the primary endpoint and key safety findings, released before the full dataset. Source: https://www.quantisnow.com/glossary/topline-data Topic: Glossary / Biotech and FDA Also known as: topline results, top-line data, topline readout Last updated: 2026-10-27 Topline data are the first summary results a company releases from a clinical trial after the database is locked and unblinded. They typically report whether the trial met its [primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint), the headline effect size and statistical significance, and a brief safety overview. ## How it works Once a trial completes and the data are cleaned, the sponsor unblinds the results and runs the prespecified primary analysis. Because these results are usually material, public companies announce them quickly, typically by [press release](https://www.quantisnow.com/glossary/press-release), often furnished on a [Form 8-K](https://www.quantisnow.com/glossary/form-8-k), frequently before the market opens or after the close, sometimes with a conference call. Full results, including secondary endpoints, subgroups and detailed safety tables, follow later at a medical conference or in a peer-reviewed publication. Companies commonly say they will present full data "at an upcoming medical meeting". ## Why it matters for traders Topline readouts are among the biggest single-day [catalysts](https://www.quantisnow.com/glossary/catalyst) in the market, and moves of 50% or more are common for small biotechs. Points to read carefully: - **Primary endpoint first.** "Met" or "did not meet" drives the initial move. - **Effect size and p-value.** Statistically significant but small effects can disappoint. - **Spin.** A release that leads with secondary endpoints or subgroups often means the primary missed. - **Safety.** A single serious adverse event can overshadow good efficacy. - **Gap to full data.** The fuller picture at a conference can confirm or reverse the first reaction. ## Example Northwind Therapeutics (NWTX) announces topline Phase 3 results before the open: the trial met its primary endpoint with a 22% relative reduction in hospitalizations versus placebo (p = 0.003), with no new safety signals. Shares open 40% higher, from $20 to $28. Full data are slated for a cardiology meeting three months later. ## FAQ ### What does topline mean in clinical trials? It refers to the headline results, mainly the primary endpoint and overall safety, released before the complete analysis. ### Why do stocks sometimes fall on positive topline data? The effect may be smaller than expected, safety may raise concerns, or the market may have already priced in success. ## Related terms - [Primary endpoint](https://www.quantisnow.com/glossary/primary-endpoint.md): The main outcome a clinical trial is designed and statistically powered to measure, used to judge whether the drug worked. - [Phase 3 clinical trial](https://www.quantisnow.com/glossary/phase-3-trial.md): The large, late-stage trial that tests whether a drug works and is safe in a broad patient population, usually forming the basis for an FDA application. - [Phase 2 clinical trial](https://www.quantisnow.com/glossary/phase-2-trial.md): The mid-stage of drug testing in patients, designed to show early evidence that a drug works, refine the dose and further assess safety. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. - [Form 8-K](https://www.quantisnow.com/glossary/form-8-k.md): The SEC "current report" a public company files to disclose material events, generally within four business days of the event. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. ## On Quantisnow - [Live feed: FDA Approvals](https://www.quantisnow.com/news/fda) - [Clinical trial phases explained](https://www.quantisnow.com/guides/clinical-trial-phases) - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Latest clinical trial results](https://www.quantisnow.com/top/clinical-trial-results) --- # Trading halt > A temporary stop in trading of a security, called by an exchange or regulator for pending news, volatility, or regulatory concerns. Source: https://www.quantisnow.com/glossary/trading-halt Topic: Glossary / Market structure Also known as: halted stock, stock halt, trading suspension, news pending halt, T1 halt Last updated: 2026-10-27 A trading halt is a temporary stop in trading of a security, imposed by the listing exchange or a regulator, usually to let material news be disseminated, to pause extreme volatility, or because of regulatory concerns about the company. ## How it works Halts carry codes that tell traders why trading stopped. Common Nasdaq codes: | Code | Meaning | |---|---| | T1 | Halt, news pending | | T2 | Halt, news released | | LUDP | Volatility trading pause under [limit up-limit down](https://www.quantisnow.com/glossary/luld) | | T12 | Halt, additional information requested by the exchange | | H10 | SEC trading suspension | A news halt is often requested by the company itself just before a major announcement, such as a merger, FDA decision or clinical data release, especially during market hours. Once the news is out, the exchange opens a quotation period and reopens trading through an auction. Volatility pauses under LULD are triggered automatically and usually last five minutes. Market-wide [circuit breakers](https://www.quantisnow.com/glossary/circuit-breaker) halt all stocks at once after a large index decline. The [SEC](https://www.quantisnow.com/glossary/sec) can suspend trading for up to 10 business days if it questions the accuracy of public information about a company. Exchange halts for listing or regulatory issues can last much longer. ## Why it matters for traders A T1 halt during market hours is a strong signal that material news is coming, and the reopening price can be far from the last trade. Orders cannot execute during the halt, and stop orders do not protect you from a gap at reopening. Repeated LULD pauses in a small cap, sometimes several in an hour, mark extreme momentum in either direction. Reopening auctions can produce large price swings because the imbalance accumulated during the pause clears all at once. ## FAQ ### How long does a trading halt last? LULD pauses usually last five minutes. News pending halts typically last from under an hour to the rest of the session. Regulatory halts can last days, weeks or longer. ### Can I sell a stock while it is halted? No. Orders may be accepted or canceled, but nothing executes until trading resumes. ## Related terms - [Limit up-limit down (LULD)](https://www.quantisnow.com/glossary/luld.md): A US rule that sets price bands around each stock's recent average price and pauses trading for five minutes when the stock cannot trade inside them. - [Market-wide circuit breaker](https://www.quantisnow.com/glossary/circuit-breaker.md): A rule that halts trading in all US stocks when the S&P 500 falls 7%, 13% or 20% from the prior day's close. - [SEC (Securities and Exchange Commission)](https://www.quantisnow.com/glossary/sec.md): The US federal agency that regulates securities markets, enforces securities laws and oversees the disclosures public companies must file. - [Nasdaq](https://www.quantisnow.com/glossary/nasdaq.md): A US stock exchange, launched in 1971 as the first electronic market, that lists thousands of companies across three market tiers. - [Press release](https://www.quantisnow.com/glossary/press-release.md): An official company announcement distributed through a newswire, used to disclose earnings, deals, trial results and other news to the public. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) - [Live feed: Press Releases](https://www.quantisnow.com/news/prs) - [Nasdaq-listed companies](https://www.quantisnow.com/exchanges/nasdaq) --- # Underweight rating > An analyst rating meaning a stock is expected to lag its sector or benchmark, so investors should hold less of it than its index weight; similar to Sell. Source: https://www.quantisnow.com/glossary/underweight Topic: Glossary / Analyst ratings Also known as: underweight, rated underweight, downgraded to underweight Last updated: 2026-10-27 An Underweight rating is an analyst recommendation that a stock is expected to underperform a benchmark, usually its industry or the analyst's coverage universe, over the rating horizon. It is the bottom tier of the [Overweight](https://www.quantisnow.com/glossary/overweight)/Equal-weight/Underweight scale and is broadly equivalent to a [Sell rating](https://www.quantisnow.com/glossary/sell-rating). ## How it works The label comes from benchmark-relative portfolio management: an underweight position is one held at less than the stock's weight in the index. An Underweight call tells clients to own less than benchmark weight, or none at all. Because it is relative, an Underweight stock can still rise in a strong market; the analyst is only predicting that it will lag its peers. Each firm's research disclosures define the rating precisely, and, as with Sell ratings, Underweight calls make up a small share of ratings at most banks. ## Why it matters for traders Underweight ratings are uncommon, so new ones get noticed: - **Downgrades to Underweight**, especially straight from Overweight, often produce sharp moves. - **The bear case.** An Underweight note usually lays out the specific risks (pricing pressure, slowing demand, balance sheet strain) that bulls will need to answer. - **Upgrades off Underweight** can signal that a long-running negative thesis has played out. The [price target](https://www.quantisnow.com/glossary/price-target) attached tells you whether the analyst expects an outright decline or just relative weakness. ## Example An analyst downgrades a hypothetical medical device maker, Clearwater Devices (CLWD), from Equal-weight to Underweight and cuts the target from $90 to $72. With CLWD at $84, the new target implies about 14% downside ($12 / $84). The note cites rising competition in its core product line. ## FAQ ### Does Underweight mean sell the stock? It means the analyst expects the stock to lag its benchmark. Firms and the market generally treat it as the equivalent of a Sell rating. ### Which firms use Underweight? Firms using a weight-based scale, such as Morgan Stanley and JPMorgan, use Overweight, a neutral middle tier, and Underweight. ## Related terms - [Overweight rating](https://www.quantisnow.com/glossary/overweight.md): An analyst rating meaning a stock is expected to beat its sector or benchmark, so investors should hold more of it than its index weight; similar to Buy. - [Sell rating](https://www.quantisnow.com/glossary/sell-rating.md): An analyst recommendation that a stock is expected to underperform or decline, the rarest of the standard ratings on Wall Street. - [Hold rating](https://www.quantisnow.com/glossary/hold-rating.md): A neutral analyst recommendation that a stock is expected to perform roughly in line with the market or its sector, without a clear reason to buy or sell. - [Analyst downgrade](https://www.quantisnow.com/glossary/analyst-downgrade.md): A sell-side analyst's move to a less favorable rating on a stock, such as from Buy to Hold, usually published with a lower price target and rationale. - [Price target](https://www.quantisnow.com/glossary/price-target.md): An analyst's estimate of where a stock will trade at a future point, usually 12 months out, used with a rating to show expected upside or downside. - [Sell-side analyst](https://www.quantisnow.com/glossary/sell-side-analyst.md): A research analyst at a brokerage or investment bank who publishes ratings, price targets and earnings estimates on stocks for the firm's clients. ## On Quantisnow - [Live feed: Analyst Ratings](https://www.quantisnow.com/news/analyst-ratings) - [Analyst downgrades](https://www.quantisnow.com/categories/analyst-downgrades) - [Analyst upgrades and downgrades](https://www.quantisnow.com/guides/analyst-upgrades-and-downgrades) --- # Underwriter > An investment bank that manages a securities offering, buys the shares from the issuer and resells them to investors, earning a fee called the spread. Source: https://www.quantisnow.com/glossary/underwriter Topic: Glossary / IPOs and offerings Also known as: IPO underwriter, lead underwriter, bookrunner, book-running manager, underwriting syndicate Last updated: 2026-10-27 An underwriter is an investment bank or broker-dealer that manages a securities offering, such as an [IPO](https://www.quantisnow.com/glossary/ipo) or follow-on offering, by helping prepare the registration statement, marketing the deal, setting the price and distributing the securities to investors. ## How it works Large deals have a syndicate: one or more lead bookrunners who run the book and allocations, plus co-managers who help with distribution. In a firm commitment underwriting, the banks buy the entire offering from the issuer at a discount and resell it to investors at the public offering price, taking the risk of unsold shares. In a best efforts deal, common for very small offerings, the bank acts as an agent and only sells what it can. The underwriting discount, or gross spread, is the difference between the public price and what the issuer receives. For mid-sized US IPOs it has historically been around 7%, and lower for very large deals and follow-ons. Underwriters also negotiate the [lock-up](https://www.quantisnow.com/glossary/lock-up-period) with insiders, hold the [greenshoe option](https://www.quantisnow.com/glossary/greenshoe-option), and their research arms typically initiate coverage after the [quiet period](https://www.quantisnow.com/glossary/quiet-period). ## Why it matters for traders The identity of the underwriters signals deal quality. Major bulge-bracket banks tend to lead larger, more established IPOs, while small-cap offerings often use specialty firms. In microcap financings, repeated deals with the same small placement agent frequently come with warrants and steep discounts. Underwriters' coverage initiations are usually positive, so many traders discount them, but they still often move stocks. ## Example Hypothetical Northwind Cloud (NWCL) sells 10 million shares in its IPO at $22 per share, $220 million gross. The underwriters' 7% gross spread is $1.54 per share, or $15.4 million in total, so NWCL receives $204.6 million before other expenses. ## FAQ ### What does an underwriter do in an IPO? It helps prepare the filing, markets the deal to investors, sets the price with the company, allocates shares and supports trading through the greenshoe. ### How do underwriters get paid? Mainly through the gross spread, the discount at which they buy shares from the issuer compared with the public offering price. ## Related terms - [Initial public offering (IPO)](https://www.quantisnow.com/glossary/ipo.md): The first sale of a private company's shares to the public, after which the stock lists and trades on an exchange such as Nasdaq or the NYSE. - [IPO pricing](https://www.quantisnow.com/glossary/ipo-pricing.md): The process by which a company and its underwriters set the final per-share price and size of an IPO, usually the evening before trading begins. - [Greenshoe option (over-allotment)](https://www.quantisnow.com/glossary/greenshoe-option.md): An underwriter's option to sell up to 15% more shares than planned in an offering, used to stabilize the price after trading begins. - [Lock-up period](https://www.quantisnow.com/glossary/lock-up-period.md): A contractual window after an IPO or offering, commonly 180 days, during which insiders and early investors agree not to sell their shares. - [Follow-on offering](https://www.quantisnow.com/glossary/follow-on-offering.md): A sale of additional shares by a company that is already public, used to raise more capital or let existing holders sell stock. - [Quiet period](https://www.quantisnow.com/glossary/quiet-period.md): A stretch when a company or its underwriters limit public communication, most often around an IPO or in the weeks before an earnings release. ## On Quantisnow - [The IPO lifecycle](https://www.quantisnow.com/guides/ipo-lifecycle) - [IPO calendar](https://www.quantisnow.com/ipos) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Form S-1 and IPO filings](https://www.quantisnow.com/guides/form-s-1-and-ipo-filings) --- # Unusual options activity > Options trading far above a contract's normal volume or open interest, often in short-dated strikes, that may signal positioning ahead of news. Source: https://www.quantisnow.com/glossary/unusual-options-activity Topic: Glossary / Options Also known as: unusual options volume, unusual option activity Last updated: 2026-10-27 Unusual options activity is options trading that is far out of line with a contract's normal volume or [open interest](https://www.quantisnow.com/glossary/open-interest), such as a sudden burst of short-dated, out-of-the-money calls. Large, time-sensitive bets sometimes precede news. ## How it works There is no official definition. Scanners typically flag a mix of: - **Volume vs. open interest:** today's volume in a strike exceeds its existing open interest, so new positions are likely being opened. - **Volume vs. average:** total [options volume](https://www.quantisnow.com/glossary/options-volume) is several times the stock's normal level. - **Short-dated, out-of-the-money strikes:** the buyer needs a large move soon, which suggests conviction about timing. - **Aggressive execution:** large orders filled at or above the ask, or "sweeps" that take liquidity across several exchanges at once. - **A jump in implied volatility** in specific strikes without an obvious catalyst. ## Why it matters for traders Options give leveraged exposure, so anyone acting on an expected event, such as a takeover, an FDA decision or an earnings surprise, can find them attractive. The SEC has brought insider trading cases built on well-timed options purchases ahead of merger announcements, which is part of why traders pay attention. But most unusual activity has an ordinary explanation. A big call print could be a hedge against a short position, a covered call being rolled, one leg of a spread, or a fund closing an old trade. Without knowing whether the trade opened or closed a position and who was on each side, direction is a guess. Checking the next day's open interest and the news feed helps. ## Example Fabrikam Software (FBKM) trades at $26 and averages 1,500 options contracts a day. One morning, 25,000 contracts of the $30 call expiring in two weeks trade, mostly at the ask, against open interest of 800. Implied volatility in that strike jumps from 40% to 75%. That pattern would be flagged as unusual. Whether it means anything depends on what follows: if open interest rises sharply the next day, the positions were new; if FBKM later announces a sale of the company, the trades may draw regulatory scrutiny. ## FAQ ### Does unusual options activity predict stock moves? Sometimes, but not reliably. Many flagged trades are hedges or parts of larger strategies, and plenty of large bets lose money. ### Is trading on unusual options activity legal? Yes. Following publicly visible trades is legal. What is illegal is trading on material nonpublic information, which is what regulators investigate when suspiciously timed options trades precede major news. ## Related terms - [Options volume](https://www.quantisnow.com/glossary/options-volume.md): The number of options contracts traded during a session, for a single strike, an expiration or all of a stock's options combined. - [Open interest](https://www.quantisnow.com/glossary/open-interest.md): The total number of options contracts for a given strike and expiration that are still open and have not been closed, exercised or expired. - [Out of the money (OTM)](https://www.quantisnow.com/glossary/out-of-the-money.md): Describes an option with no intrinsic value: a call whose strike is above the stock price, or a put whose strike is below it. - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [Catalyst](https://www.quantisnow.com/glossary/catalyst.md): An event or piece of news that causes, or is expected to cause, a significant move in a stock's price. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Trending tickers](https://www.quantisnow.com/top/trending) - [Trading news catalysts](https://www.quantisnow.com/guides/trading-news-catalysts) --- # Vega > How much an option's price is expected to change for each one-percentage-point change in implied volatility. Source: https://www.quantisnow.com/glossary/vega Topic: Glossary / Options Also known as: option vega, options vega Last updated: 2026-10-27 Vega is the expected change in an option's price for each one-percentage-point change in [implied volatility](https://www.quantisnow.com/glossary/implied-volatility). A vega of 0.12 means the option should gain about $0.12 per share ($12 per contract) if IV rises from 50% to 51%, and lose the same if IV falls by a point. ## How it works Vega is positive for option buyers (calls and puts alike) and negative for sellers. It is: - **Highest for at-the-money options**, which carry the most time value. - **Larger for longer-dated options**, because volatility has more time to matter. A one-year option is much more sensitive to an IV change than a one-week option. - **Smaller as expiration nears**, since less time value is left to reprice. ## Why it matters for traders Vega explains why an option can lose money even when the stock moves the right way. Before earnings, an FDA decision or a trial readout, implied volatility rises and inflates option prices. Once the event passes, IV often collapses, and vega translates that drop directly into lost value: the [IV crush](https://www.quantisnow.com/glossary/iv-crush). Traders who want to bet on volatility itself, rather than direction, manage their vega exposure deliberately. Buying options before IV has risen and selling after it does is a volatility trade; selling expensive premium into an event is a bet that the realized move will be smaller than priced. ## Example Northwind Therapeutics (NWTX) trades at $30. The $30 call expiring in two months costs $4.00, with IV at 50% and a vega of 0.12. - A late-stage trial readout is scheduled, and IV rises to 60% while the stock stays at $30. The call should rise by about 10 x $0.12 = $1.20, to roughly $5.20. - After the readout, if the stock is unchanged and IV falls back to 50%, the call drops back toward $4.00, less any time decay. ## FAQ ### Is vega a real Greek letter? No. Unlike delta, gamma and theta, vega is not a letter of the Greek alphabet, but it is grouped with "the Greeks" by convention. ### Do puts and calls have the same vega? For the same strike and expiration, calls and puts have essentially the same vega, since both gain value when implied volatility rises. ## Related terms - [Implied volatility (IV)](https://www.quantisnow.com/glossary/implied-volatility.md): The market's forecast of how much a stock will move, expressed as an annualized percentage and backed out of current option prices. - [IV crush](https://www.quantisnow.com/glossary/iv-crush.md): The sharp drop in implied volatility, and in option prices, that typically follows a scheduled event like earnings or an FDA decision. - [Theta](https://www.quantisnow.com/glossary/theta.md): The estimated amount an option loses in value each day from the passage of time, with all other factors held constant. - [Delta](https://www.quantisnow.com/glossary/delta.md): How much an option's price is expected to change for a $1 move in the underlying stock, from 0 to 1 for calls and 0 to -1 for puts. - [Option premium](https://www.quantisnow.com/glossary/option-premium.md): The price an options buyer pays the seller for a contract, made up of intrinsic value plus time value. ## On Quantisnow - [Options chains](https://www.quantisnow.com/options) - [Options chains](https://www.quantisnow.com/docs/options-chains) - [Options chain basics](https://www.quantisnow.com/guides/options-chain-basics) --- # VWAP (volume-weighted average price) > The average price a security traded at during a period, weighted by the volume at each price, usually reset each trading day. Source: https://www.quantisnow.com/glossary/vwap Topic: Glossary / Market structure Also known as: VWAP, volume-weighted average price, volume weighted average price, anchored VWAP Last updated: 2026-10-27 VWAP (volume-weighted average price) is the average price at which a security traded over a period, weighted by how many shares traded at each price. The standard intraday VWAP starts fresh at the open each day and updates with every trade. ## How it works VWAP equals the total dollar value traded divided by the total shares traded: VWAP = sum of (price x shares) / sum of shares Charting platforms usually calculate it from each bar's typical price (high, low and close averaged) multiplied by that bar's volume. Because it weights by volume, prices where heavy trading occurred count far more than prices that printed on a few hundred shares. An "anchored VWAP" starts the calculation from a chosen event instead of the open, such as an earnings release, an IPO date or a gap day, to show the average cost of everyone who traded since then. ## Why it matters for traders VWAP serves two audiences: - **Institutions** use it as an execution benchmark. A fund buying 2 million shares over a day wants an average price at or below VWAP, and many algorithms are designed to track it. - **Day traders** use it as a dynamic support or resistance line. A stock holding above VWAP after a gap up suggests buyers remain in control; losing VWAP often signals the morning move is fading. On news days, VWAP is a quick read of where the average participant is positioned. If a stock gapped up on earnings and is trading below VWAP by midday, most of the day's buyers are underwater. ## Example Hypothetical Copperline Energy (ticker CPLE) has three trades in a quiet stretch: 300 shares at $10.00, 100 at $10.40 and 100 at $11.00. Dollar value is $3,000 + $1,040 + $1,100 = $5,140 across 500 shares, so VWAP is $5,140 / 500 = $10.28. The simple average of the three prices is about $10.47, higher because it ignores that most shares changed hands at $10.00. ## FAQ ### Why does VWAP reset every day? Standard VWAP measures a single session's average cost, which is what execution benchmarks require. Anchored VWAP is used when a multi-day view is wanted. ## Related terms - [Relative volume](https://www.quantisnow.com/glossary/relative-volume.md): A ratio comparing a stock's current trading volume to its typical volume for the same period, used to spot unusual activity. - [Market order](https://www.quantisnow.com/glossary/market-order.md): An order to buy or sell immediately at the best available price, which guarantees execution but not the price. - [Gap up and gap down](https://www.quantisnow.com/glossary/gap.md): A price jump between sessions, when a stock opens above the prior high (gap up) or below the prior low (gap down), usually on news. - [Dark pool](https://www.quantisnow.com/glossary/dark-pool.md): A private trading venue that matches buy and sell orders without displaying quotes publicly, reporting trades only after they execute. - [Market maker](https://www.quantisnow.com/glossary/market-maker.md): A firm that continuously quotes both a buy and a sell price in a security, earning the spread in exchange for supplying liquidity. ## On Quantisnow - [Most active companies](https://www.quantisnow.com/top/active-companies) - [Trending tickers](https://www.quantisnow.com/top/trending) --- # Warrants > Securities issued by a company that give the holder the right to buy its shares at a set exercise price before a set expiration date. Source: https://www.quantisnow.com/glossary/warrants Topic: Glossary / IPOs and offerings Also known as: stock warrants, pre-funded warrants, SPAC warrants, warrant exercise Last updated: 2026-10-27 Warrants are securities issued by a company that give the holder the right, but not the obligation, to buy a set number of the company's shares at a fixed exercise price until an expiration date. They resemble [call options](https://www.quantisnow.com/glossary/call-option), but they are issued by the company itself, and exercising them creates new shares. ## How it works Companies issue warrants as sweeteners in financings: in [SPAC](https://www.quantisnow.com/glossary/spac) units, [registered direct offerings](https://www.quantisnow.com/glossary/registered-direct-offering), [PIPEs](https://www.quantisnow.com/glossary/pipe) and debt deals. Terms vary widely. Typical features include: - **Exercise price and term:** often at or above the deal price, with terms commonly around five years - **Cashless exercise:** the holder receives fewer shares instead of paying cash - **Redemption rights:** SPAC warrants, typically exercisable at $11.50, can often be called if the stock trades above a set price - **Price resets or anti-dilution provisions:** some small-cap warrants reset lower after later financings - **Pre-funded warrants:** nearly the full price is paid upfront and exercise costs a nominal amount, letting a fund avoid crossing ownership limits such as 4.99% or 9.99% Some warrants are listed and trade under their own tickers, often with a "W" or ".WS" suffix. ## Why it matters for traders Warrants are latent supply. When a stock trades above the exercise price, holders can exercise and sell, which can cap rallies. Large warrant overhangs from repeated small-cap financings are a classic cause of dilution. Warrant exercises can also bring the company cash. Watch the fully diluted share count, exercise prices relative to the current price, and any reset or redemption terms, all in 10-Q and 10-K footnotes and offering 8-Ks. ## Example Hypothetical Northwind Energy (NWEN) has 50 million shares and 10 million warrants exercisable at $4.00. While the stock sits at $3, the warrants are out of the money. When NWEN jumps to $6, holders exercise all 10 million, paying the company $40 million, and the share count rises 20% to 60 million. Many holders sell, and the stock falls back to $5. ## FAQ ### What is the difference between a warrant and an option? A warrant is issued by the company and creates new shares when exercised. A listed option is a contract between market participants and does not change the share count. ### What are pre-funded warrants? Warrants where almost the entire price is paid upfront, with a nominal exercise price, used by investors who want exposure without exceeding ownership caps. ## Related terms - [Dilution](https://www.quantisnow.com/glossary/dilution.md): The reduction in existing shareholders' ownership percentage and per-share claims on earnings when a company issues new shares. - [SPAC (special purpose acquisition company)](https://www.quantisnow.com/glossary/spac.md): A shell company that raises cash in an IPO and places it in trust to acquire a private company, which becomes public through the merger. - [Registered direct offering](https://www.quantisnow.com/glossary/registered-direct-offering.md): A sale of shelf-registered shares directly to a small group of pre-selected investors through a placement agent, often at a discount and with warrants. - [PIPE (private investment in public equity)](https://www.quantisnow.com/glossary/pipe.md): A private sale of a public company's stock or convertible securities to selected investors, usually at a discount, registered for resale later. - [Call option](https://www.quantisnow.com/glossary/call-option.md): A contract giving the buyer the right, but not the obligation, to buy a stock at a set price on or before a set date. - [Strike price](https://www.quantisnow.com/glossary/strike-price.md): The fixed price at which an option holder can buy (call) or sell (put) the underlying stock if the option is exercised. ## On Quantisnow - [Shelf offerings and dilution](https://www.quantisnow.com/guides/shelf-offerings-and-dilution) - [Live feed: Offerings](https://www.quantisnow.com/news/offerings) - [Public offerings](https://www.quantisnow.com/categories/offerings) --- # Whisper number > An unofficial earnings expectation, often higher than the published consensus, that reflects what traders believe a company will actually report. Source: https://www.quantisnow.com/glossary/whisper-number Topic: Glossary / Earnings and fundamentals Also known as: whisper estimate, whisper EPS Last updated: 2026-10-27 A whisper number is an unofficial, unpublished expectation for a company's earnings per share (or another key metric) that circulates among traders and investors and is thought to reflect the real bar for a beat. It is often above the published [consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate), especially for companies with a history of beating. ## How it works The term dates to the 1990s, when buy-side expectations were literally whispered among traders. Today whisper numbers come from: - Crowd-sourced estimate platforms and surveys. - Sell-side and buy-side chatter and channel checks. - Implied expectations, such as how much a company typically beats by. There is no single official whisper number, and different sources can disagree. The concept matters more than any specific figure: the market's true expectation can differ from the published consensus. ## Why it matters for traders The whisper number explains why a stock can fall on a reported [earnings surprise](https://www.quantisnow.com/glossary/earnings-surprise) that looks like a beat. If consensus is $1.00 but traders expected $1.08, a $1.04 print is effectively a miss. Signs that the whisper is running well above consensus include: - A strong run-up in the stock into the report. - A long streak of beats by a consistent margin. - Upbeat data from peers, suppliers or industry surveys. - High options-implied moves, which reflect uncertainty rather than direction but often accompany crowded expectations. Treat whisper numbers as soft data. They are unverified, can be noisy for less-followed stocks, and are useful mainly as a reminder to look past the headline beat or miss. ## Example Consensus for Northwind Therapeutics (ticker NWTX) is $0.20 EPS, but NWTX has beaten by an average of $0.05 over the past eight quarters and the stock is up 15% in the month before the report. Traders peg the whisper at $0.25. NWTX reports $0.23, a 15% beat against consensus, and the stock slides 4%. ## FAQ ### Is the whisper number more accurate than consensus? Sometimes, but it is unofficial and inconsistent across sources. Use it as context, not a precise target. ### Why do stocks drop after beating estimates? Often because the result fell short of the whisper number or guidance disappointed. ## Related terms - [Consensus estimate](https://www.quantisnow.com/glossary/consensus-estimate.md): The average or median of sell-side analysts' forecasts for a company's earnings, revenue or other metric for a given period. - [Earnings surprise (beat or miss)](https://www.quantisnow.com/glossary/earnings-surprise.md): The difference between a company's reported earnings and the analyst consensus estimate, described as a beat when above and a miss when below. - [Guidance](https://www.quantisnow.com/glossary/guidance.md): A company's own forecast of future results, such as revenue, EPS or margins for the next quarter or year, usually issued with earnings. - [Earnings per share (EPS)](https://www.quantisnow.com/glossary/earnings-per-share.md): A company's net income available to common shareholders divided by its weighted average shares outstanding, reported as basic and diluted figures. ## On Quantisnow - [Earnings calendar](https://www.quantisnow.com/earnings) - [How to read an earnings report](https://www.quantisnow.com/guides/how-to-read-an-earnings-report)