IDEAS home Printed from https://ideas.repec.org/p/arx/papers/2602.17890.html

The Information Dynamics of Insider Intent: How Reporting Inversions (Form 144) Mask Informational Rents in Insider Sales (Form 4)

Author

Listed:
  • Krishna Neupane

Abstract

This study identifies and quantifies a significant informational friction embedded in the SEC Form 144 disclosure regime, characterized as predictive decoupling. Drawing on a theoretical foundation of welfare economics, the article argues that the current reporting inversion -- where trade execution (Form 4) frequently precedes the public notice of intent (Form 144) -- violates the conditions for Pareto efficiency by inducing non-symmetric pricing. Utilizing an event-study framework of intent-to-sell windows, the analysis examines cases where insiders file a notice of proposed sale but fail to execute within the statutory 90-day period. The machine learning audit reveals a persistent 52.4 percent opacity rate, where aborted signals remain statistically indistinguishable from routine executions, creating a structural information ceiling that prevents the market from exhausting the signal's informational content. Contrary to the traditional small-firm effect, the study documents a large-cap significance paradox: while small-cap portfolios yield higher absolute abnormal returns (32.21 bps), statistically significant alpha is concentrated in large-cap firms (14.49 bps, $p = 0.021$). The results suggest that Institutional Salience enables more reliable processing of this negative non-event when reputational costs are maximized. Cross-sectional tests confirm that prior idiosyncratic volatility serves as a signal amplifier, with causal estimators identifying an illiquidity jump of up to 2.63 times. To mitigate this market failure, the study proposes a mandatory execution confirmation (Form 144-A) to transition the regime toward bilateral accountability, converting a predictive blind spot into a verifiable data stream and restoring the informational symmetry requisite for efficient capital allocation.

Suggested Citation

  • Krishna Neupane, 2026. "The Information Dynamics of Insider Intent: How Reporting Inversions (Form 144) Mask Informational Rents in Insider Sales (Form 4)," Papers 2602.17890, arXiv.org.
  • Handle: RePEc:arx:papers:2602.17890
    as

    Download full text from publisher

    File URL: http://arxiv.org/pdf/2602.17890
    File Function: Latest version
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Carhart, Mark M, 1997. "On Persistence in Mutual Fund Performance," Journal of Finance, American Finance Association, vol. 52(1), pages 57-82, March.
    2. X. Frank Zhang, 2006. "Information Uncertainty and Stock Returns," Journal of Finance, American Finance Association, vol. 61(1), pages 105-137, February.
    3. Sanford J. Grossman, 1981. "An Introduction to the Theory of Rational Expectations Under Asymmetric Information," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 48(4), pages 541-559.
    4. Huddart, Steven & Hughes, John S & Levine, Carolyn B, 2001. "Public Disclosure and Dissimulation of Insider Trades," Econometrica, Econometric Society, vol. 69(3), pages 665-681, May.
    5. Franzen, Laurel & Li, Xu & Vargus, Mark E., 2013. "The effect of Sarbanes-Oxley on the timely disclosure of restricted stock trading," Research in Accounting Regulation, Elsevier, vol. 25(1), pages 47-52.
    6. Lakonishok, Josef & Lee, Inmoo, 2001. "Are Insider Trades Informative?," The Review of Financial Studies, Society for Financial Studies, vol. 14(1), pages 79-111.
    7. Lauren Cohen & Christopher Malloy & Lukasz Pomorski, 2012. "Decoding Inside Information," Journal of Finance, American Finance Association, vol. 67(3), pages 1009-1043, June.
    8. Shijun Cheng & Venky Nagar & Madhav V. Rajan, 2007. "Insider Trades and Private Information: The Special Case of Delayed-Disclosure Trades," The Review of Financial Studies, Society for Financial Studies, vol. 20(6), pages 1833-1864, November.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Semih Tartaroglu & Michael Imhof, 2017. "Insider trading and response to earnings announcements: the impact of accelerated disclosure requirements," Review of Quantitative Finance and Accounting, Springer, vol. 49(2), pages 315-336, August.
    2. Jennifer L. Brown & G. Ryan Huston & Brian S. Wenzel, 2024. "The gift that keeps on giving: stock returns around CEO stock gifts to family members," Review of Accounting Studies, Springer, vol. 29(2), pages 1904-1947, June.
    3. Fabrizio Spargoli & Christian Upper, 2018. "Are banks opaque? Evidence from insider trading," BIS Working Papers 697, Bank for International Settlements.
    4. Neupane, Biwesh & Thapa, Chandra & Marshall, Andrew & Neupane, Suman, 2021. "Mimicking insider trades," Journal of Corporate Finance, Elsevier, vol. 68(C).
    5. Contreras, Harold & Marcet, Francisco, 2021. "Sell-side analyst heterogeneity and insider trading," Journal of Corporate Finance, Elsevier, vol. 66(C).
    6. Xiaofei Zhao, 2017. "Does Information Intensity Matter for Stock Returns? Evidence from Form 8-K Filings," Management Science, INFORMS, vol. 63(5), pages 1382-1404, May.
    7. Rahman, Dewan & Malik, Ihtisham & Ali, Searat & Iqbal, Jamshed, 2021. "Do co-opted boards increase insider profitability?," Journal of Contemporary Accounting and Economics, Elsevier, vol. 17(3).
    8. Harjeet S. Bhabra & Ashrafee T. Hossain, 2015. "Market conditions, governance and the information content of insider trades," Review of Financial Economics, John Wiley & Sons, vol. 24(1), pages 1-11, January.
    9. Mansoor Afzali & Minna Martikainen, 2021. "Network centrality and value relevance of insider trading: Evidence from Europe," The Financial Review, Eastern Finance Association, vol. 56(4), pages 793-819, November.
    10. Cziraki, Peter, 2018. "Trading by bank insiders before and during the 2007–2008 financial crisis," Journal of Financial Intermediation, Elsevier, vol. 33(C), pages 58-82.
    11. Rahman, Dewan & Kabir, Muhammad & Oliver, Barry, 2021. "Does exposure to product market competition influence insider trading profitability?," Journal of Corporate Finance, Elsevier, vol. 66(C).
    12. Chang, Millicent & Watson, Iain, 2015. "Delayed disclosure of insider trades: Incentives for and indicators of future performance?," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 182-197.
    13. Betzer, André & Gider, Jasmin & Metzger, Daniel & Theissen, Erik, 2009. "Strategic trading and trade reporting by corporate insiders," CFR Working Papers 09-15, University of Cologne, Centre for Financial Research (CFR).
    14. Ma, Rui & Marshall, Ben R. & Nguyen, Hung T. & Nguyen, Nhut H. & Visaltanachoti, Nuttawat, 2024. "Insider trading and climate disasters," Global Finance Journal, Elsevier, vol. 62(C).
    15. Kyriacou, Kyriacos & Liu, Siming & Mase, Bryan, 2024. "Corruption and insider trading," Journal of Corporate Finance, Elsevier, vol. 89(C).
    16. Agrawal, Anup & Nasser, Tareque, 2012. "Insider trading in takeover targets," Journal of Corporate Finance, Elsevier, vol. 18(3), pages 598-625.
    17. Cheng, Lin & Jin, Qinglu & Ma, Hui, 2023. "Tone emphasis and insider trading," Journal of Corporate Finance, Elsevier, vol. 80(C).
    18. Bhabra, Harjeet S. & Hossain, Ashrafee T., 2015. "Market conditions, governance and the information content of insider trades," Review of Financial Economics, Elsevier, vol. 24(C), pages 1-11.
    19. Sun, Fangcheng & Dutta, Shantanu & Zhu, Pengcheng & Ren, Wentao, 2021. "Female insiders' ethics and trading profitability," International Review of Financial Analysis, Elsevier, vol. 74(C).
    20. Robert H. Davidson & Aiyesha Dey & Abbie Smith, 2020. "Executives' Legal Records and the Deterrent Effect of Corporate Governance†," Contemporary Accounting Research, John Wiley & Sons, vol. 37(3), pages 1444-1474, September.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:arx:papers:2602.17890. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: arXiv administrators (email available below). General contact details of provider: http://arxiv.org/ .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.