Who counts as a corporate insider?

Updated 2026-07-04 · InsiderClusters

"Insider" has a precise legal meaning. Section 16 of the Securities Exchange Act applies to three groups, and only these three must report their trades on Form 4:

  • Officers — the CEO, CFO, COO, presidents, and any other policy-making executives the company designates.
  • Directors — every member of the board, employed by the company or not.
  • 10% owners — any person or entity beneficially owning more than 10% of a registered class of the company's stock: founders, families, activist funds, strategic holders.

Not all insiders are equal

The three groups see very different slices of the business. A CFO sees cash, bookings, and the forecast every week. An outside director sees board materials a few times a quarter. A passive 10% owner may see nothing beyond public filings — some are index funds that crossed the threshold mechanically. That's why role weighting matters: our High conviction tag marks clusters that include at least one C-suite or executive-officer buyer, the people closest to the numbers.

The interesting edge: 10% owners who act like operators

Founder-owners and activist funds file as 10% owners but often know the business as deeply as management. When they buy alongside officers or directors — three different vantage points agreeing at once — that's the strongest form of the cluster-buy pattern. You can see who's currently buying the most on the insider leaderboard, with every buyer linked to their full cross-company history.

Frequently asked questions

Who is required to file a Form 4?
Section 16 insiders — a company's officers, its directors, and any person or entity beneficially owning more than 10% of a registered class of its stock.
Are large shareholders always corporate insiders?
Only holders above the 10% threshold are Section 16 insiders, and some are passive funds that crossed the line mechanically and see nothing beyond public filings.
Whose insider buying carries the most signal?
Executives closest to the numbers — the CEO and CFO — which is why clusters that include a C-suite buyer are tagged as high conviction.

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