Big Stakes · Red FlagsWhat Companies Must Tell the SEC
Investors who just took 5% or more of a company and may push for change, and the filings companies dread: restatements, auditor exits, bankruptcies, delisting notices. Every US-listed company, straight from EDGAR, updated through the day.
Big stakes and red flags in 30 seconds
Two kinds of filing that move stocks. A Schedule 13D is filed within days of an investor crossing 5% of a company when they may want to influence it. An 8-K is how a company reports major events within four business days; a few of its item codes are the ones nobody wants to file.
Big stakes
New 13Ds and updates. Studies of hedge fund activism found shares jumped about 7% on average around a new 13D, without giving it back over the next year. Many 13Ds are not activists, though: founders, buyers of a whole company, or insiders.
Restatement
Item 4.02: past financial statements can no longer be relied on. In large studies, shares fell about 9% on average in the two days after the news, more when fraud was involved.
Auditor change
Item 4.01: the auditor resigned or was dismissed. Often routine (a cheaper firm), sometimes a warning when it comes with a disagreement or doubts about the books.
The rest
Bankruptcy (1.03), delisting notice (3.01, often a low share price), debt default (2.04, a lender can demand repayment), cyber incident (1.05), impairment (2.06, assets written down) and restructuring (2.05, closures and layoffs).
Where the data comes from, and its limits
- Sources
- SEC EDGAR full-text search for every 8-K carrying these item codes and every Schedule 13D and 13D/A, plus each 13D's structured cover page for holders, percent and purpose. Only companies with a stock ticker are shown. Six months of history.
- Stake change
- The percent against the same investor's previous filing on the company within this data. A filing below 5% usually means they sold down and are exiting.
- Since filing
- The close on the filing date (the last trading day before, for weekend filings) against the latest price, adjusted for stock splits. Filings made after the close move the stock the next day, which this includes.
- Size
- $1B and up uses the site's daily screener of US-listed companies.
Good to know. These are company and investor filings as made. A red flag is a reason to read the filing, not a verdict, and nothing here is a recommendation.
For education only. Data comes from SEC EDGAR as filed and third-party price sources, and may be delayed or wrong. Nothing here is investment advice. See the Terms and Disclaimer.