Insider Trades

General information on insider trading

In order to increase transparency on the capital market and to prevent market abuse through prohibited insider trading, transactions by insiders are subject to the duty of disclosure and are officially monitored. The national stock exchange and securities supervisory authorities are responsible for monitoring such insider trading. They ensure that abuse is prevented, laws are observed and thus the securities markets remain fair and functional.


Back in 2002, Section 15a of the German Securities Trading Act (WpHG) defined which transactions must be reported and published immediately. In 2004, these rules were again decisively adapted before the collection of laws on proprietary transactions by managers will be regulated in Article 19 of the Market Abuse Regulation (MAR) from 2016.

BaFin receives and publishes the reports on proprietary trading in Germany. The reports are primarily persisted in the company register. The transaction into the own database can take up to several weeks, as a bureaucratic procedure must first be completed. Once the procedure has been completed, the reports are then published within one to two working days.

Provisions of Art. 19 Market Abuse Regulation (EU) Nr. 596/2014 (MAR)

Artikel 19 of the MAR defines insiders as

Persons discharging managerial responsibilities and persons closely associated with them shall notify the issuer or the market participant of any transaction carried out for their own account in shares or debt securities of that issuer or in related derivatives or other financial instruments.

Where “person closely associated with them” means

(a) a spouse or a partner treated as such under national law

(b) a dependent child in accordance with national law

(c) a relative who has lived in the same household for at least one year at the time of the transaction in question

(d) a legal person, trust or partnership whose management functions are carried out by a person discharging managerial responsibilities or by any person referred to in points (a), (b) or (c), and which is controlled, directly or indirectly, by any such person for the benefit of any such person or which has economic interests substantially equivalent to those of such person

Insider lists must contain detailed information on every person who has inside information or can come into contact with such information. Pursuant to Art. 18 of the Market Abuse Ordinance, these lists (formerly also referred to as insider lists) are maintained by the issuer and are intended to facilitate the monitoring of insider dealings.

Further information can be found in the FAQ of the BaFin

Notifications shall be sent to the competent authority of the Member State concerned within three working days of the transaction date.

Notification shall be required for each transaction when the total amount of EUR 5 000 is reached within a calendar year. The threshold of EUR 5 000 shall be calculated by adding together all transactions of own-account transactions without netting.

The threshold value of EUR 5,000 was raised from EUR 5,000 to EUR 20,000 by a general ruling issued by BaFin, which is valid from 1 January 2020.

United States

The United States Securities and Exchange Commission (SEC) is the stock exchange supervisory authority in the USA. The SEC holds primary responsibility for enforcing the federal securities laws, proposing securities rules, and regulating the nation’s stock and options exchanges in the United States.

It was founded in response to the stock market crash of 1929 and has been monitoring trading on the stock exchange for legality and regularity ever since.

The SEC ensures that companies publish all information that could be important for investors. This includes insider trades which must be reported to the SEC.

The following forms are available for reporting insider trades:

Form 3: Form 3 is used to report a new insider. This form is often used after the IPO of a company to report how many shares the new insider already owns.

Form 4: Form 4 is the default report of an insider trade. Every change in beneficial ownership must be reported using this form.

Form 5: Form 5 is used to subsequently report all trades of the fiscal year that were not previously reported via Form 4.

Trader Radar displays all transactions from Form 4 and Form 5.

An insider is someone who meets at least one of the following criteria:

  • Director
  • Officer
  • 10% owner
  • Other
    • Relatives of one of the other insiders
    • Related companies, such as subsidiaries
    • Other management positions (Vice President, Member of the Supervisory Board, ..)

Depending on the form, different publication obligations apply:

Form 3: Filings with Form 3 must be submitted to the SEC within 10 days after the event by which the person becomes a reporting person.

Form 4: This Form must be filed before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed.

Form 5: This Form must be filed on or before the 45th day after the end of the issuer’s fiscal year.