31 terms

Filings and disclosure

Activist investor: A fund that takes a sizable stake and publicly pushes for change: board seats, asset sales, buybacks, spin-offs, or a sale of the company.
Analyst coverage: Published research on a stock by sell-side analysts, carrying ratings, estimates, and price targets that shape the consensus a company is measured against.
Annual general meeting: The yearly shareholder meeting where directors are elected and proposals are voted on, with eligibility set by a record date weeks earlier.
Book value: Total assets minus total liabilities as reported on the balance sheet: the accounting measure of what shareholders own.
CUSIP: A nine-character identifier assigned to securities issued in the United States and Canada, used for clearing, settlement, and record keeping rather than display.
Deficiency notice: The exchange letter telling a company it has failed a listing standard and setting a deadline to regain compliance before delisting proceedings start.
Dividend payout ratio: The share of earnings paid out as dividends; above 100% the company is paying more than it earns.
Fail to deliver: A settled trade where the seller did not deliver the shares on time, leaving an open obligation at the clearing house until it is resolved or bought in.
Form 13F: The quarterly holdings report required of institutional managers over a size threshold, filed 45 days after quarter end and showing long US equity positions only.
Form 144: The notice filed before an affiliate or holder of restricted stock sells into the market, disclosing the intended size and the broker, ahead of the sale itself.
Form 4: The filing an officer, director, or 10% holder must make within two business days of buying or selling the company's stock, disclosing price, size, and the type of transaction.
Fully diluted shares: Shares outstanding plus every share that could be created by options, warrants, restricted stock, and convertibles if all were exercised.
Going concern qualification: An auditor's statement of substantial doubt that a company can fund itself for the next twelve months, disclosed in the annual report.
ISIN: A twelve-character global identifier for a security: a two-letter country code, a nine-character national number, and a check digit.
Listing standards: The quantitative and governance tests an exchange requires a company to keep meeting: minimum price, market value, shareholder equity, public float, and filing currency.
Plan of reorganization: The document filed in a Chapter 11 case that sets out the restructured balance sheet and exactly what each class of creditor and shareholder receives.
Price-to-book ratio: Share price divided by book value per share; a rough gauge of how much the market pays above accounting net worth.
Proxy fight: A campaign to win shareholder votes and replace some or all of a company's directors, usually run by an activist investor.
Proxy statement: The filing that sets out what shareholders are being asked to vote on, plus executive pay, board details, and large ownership stakes.
Quiet period: The window around an offering when the issuer and its underwriters are restricted in what they may say publicly beyond the prospectus.
Regulation SHO: The US rule set governing short sales: order marking, the locate requirement, mandatory close-out of fails, and a price test that restricts shorting after a sharp drop.
Restricted stock: Shares issued with resale limits, usually from employee grants or private placements, that cannot be freely sold until conditions are met.
S-1 registration statement: The filing a company must make before selling shares publicly, containing audited financials, risk factors, ownership, and the terms of the offering.
Schedule 13D: The filing required when an investor crosses 5% of a class of shares with intent to influence the company; it must disclose the stake, the financing, and the purpose.
Schedule 13G: The short-form ownership filing for passive holders above 5%, used by index funds and long-only managers who have no intention of influencing control.
Shelf registration: A pre-cleared registration letting a company sell securities in stages over up to three years, so an offering can be launched in hours rather than weeks.
Stock-based compensation: Pay delivered in shares rather than cash; a real expense on the income statement and a steady source of share count growth.
T12 halt: A halt code indicating the exchange has requested additional information from the company, often used when disclosure is questionable or a promotion is suspected.
Threshold securities list: The exchange-published list of stocks with persistent large delivery failures, which triggers stricter mandatory close-out rules for brokers.
Use of proceeds: The prospectus section stating what the company intends to do with money raised, and the fastest read on whether an offering creates or destroys per-share value.
Voting rights: The shareholder's right to vote on directors, auditors, mergers, and pay proposals, normally one vote per share of common stock.

Back to the full dictionary.