Plain-English definitions for the SEC, FINRA, and AI-research terminology used across this site. Every entry has a definition, a “why it matters”, and where useful, a worked example. Cross-linked back to the source documentation. Public, cite-able, no auth required.
Entry into a Material Definitive Agreement. The issuer entered or amended a material contract outside the ordinary course of business.
Item 1.01s precede most M&A announcements, licensing deals, and material financings. A new 1.01 with a name attached is a near-term catalyst.
Results of Operations and Financial Condition. The standard quarterly earnings release attachment.
Every regular earnings report is filed as a 2.02 with the press release as Ex-99.1. The transcript usually appears as Ex-99.2 when the call is held.
Costs Associated with Exit or Disposal Activities. Restructuring announcement: layoffs, plant closures, business-segment exit.
Restructuring 2.05s often precede multi-quarter margin expansion. For unprofitable names they signal cash-burn discipline.
Unregistered Sales of Equity Securities. Private placement, PIPE, ATM offering — dilution outside a registered S-1/S-3.
Item 3.02 + a small-cap biotech is almost always a discounted PIPE. Reads dilution into the price within an hour.
Departure of Directors or Certain Officers. CEO/CFO/director resignations, appointments, or compensation changes.
Sudden 5.02 with no successor named is a red flag. 5.02 paired with a 7.01 'Reg FD' press release softens the read.
Regulation FD Disclosure. Voluntary, non-material-but-public information — the issuer chose to surface it.
7.01 is the discretionary channel. Use it as a sentiment proxy: an issuer chose to highlight this, even though they weren't required to.
Other Events. The catch-all category for material events not covered by 1.01-7.01.
FDA approvals, EUA grants, trial readouts, and patent litigation outcomes typically land as 8.01. Search 8.01 + biotech tickers for catalyst alpha.
The actual number of shares short on a given settlement date (T+2), reported by FINRA twice per month for every US-listed equity.
Settled SI is the truth. Daily short volume is intraday flow — most of it flat by the close. When you say %-of-float-shorted, you mean settled.
FINRA-reported short volume per ticker per day. Includes market-maker intraday hedging that nets flat by EOD.
Useful as a real-time proxy when settled SI is stale. Not the same as outstanding short interest — never confuse them in a screen.
Settled shares short divided by free float. The headline conviction metric: how much of the tradable supply is short.
Higher = more conviction (and more squeeze fuel). 30%+ is squeeze territory; 1-3% is institutional baseline.
Shares short divided by average daily trading volume. Estimates how many trading days it would take shorts to exit at current liquidity.
Liquidity metric, not conviction metric. A small short position in an illiquid name can have high days-to-cover. Read with % of float.
Shares outstanding minus closely-held shares (insider holdings, founder stakes, treasury). The tradable supply.
Float drives short-squeeze mechanics + index-inclusion weights. A high-mcap, low-float name behaves like a small cap.
Quarterly report of US-listed long-equity holdings, filed by institutional managers with > $100M AUM. Statutory deadline: 45 days post-quarter-end.
The cleanest signal of institutional positioning. Q/Q deltas reveal who is committing or unwinding — the 13F warehouse exists for this.
A 13F snapshots positions as of quarter-end. By the time it's filed (45 days later) and read, the positions may have moved.
Treat 13F as a directional anchor, not an entry signal. The position existed at the close of the period — that is what compounds.
Schedule 13D — disclosure required when a beneficial owner crosses the 5% threshold AND intends to influence control.
13D is the activist-intent flag. A new 13D filer with > 5% is a near-term catalyst. Watch the cover-page comments.
Passive 5% beneficial-ownership disclosure. The non-activist twin of 13D.
Index funds and large pensions file 13G. Less interesting per filing but useful for ownership-concentration analysis.
Insider transaction report — required within 2 business days of any open-market trade by an officer, director, or 10% holder.
Form 4 clusters (3+ insiders, same direction, within 30 days) are the strongest insider signal. Individual filings are housekeeping.
A US-listed certificate representing ownership of foreign-domiciled shares held by a depositary bank. The ADR trades in USD on a US exchange while the underlying ordinary shares trade abroad.
ADRs let US investors hold BABA, TSM, NVO, etc. without trading the foreign primary listing. Market-cap math requires the deposit ratio to be applied or it will be off by 5×, 8×, or worse.
The number of ordinary (foreign) shares each ADR represents, established in the Form F-6 deposit agreement filed with the SEC.
SEC XBRL reports the foreign issuer's ordinary share count. To compute a correct ADS-equivalent market cap, divide ordinaries by the deposit ratio before multiplying by the US-listed ADR price.
The SEC registration statement governing the issuance of ADRs by the depositary bank. F-6 = initial, F-6EF = becomes effective on filing, F-6 POS = post-effective amendment.
The deposit agreement language ("each ADS represents X ordinary shares") lives in the F-6. Parse it to extract the deposit ratio programmatically.
An LLM generation pattern that conditions output on chunks retrieved from a corpus at query time. The model translates the chunks; the chunks ground the truth.
RAG is how TAPE 33 prevents synthesis hallucination. Every AI-generated claim is conditioned on retrieved evidence — no chunk, no claim.
A high-dimensional vector representation of a text chunk, computed by a model like OpenAI's text-embedding-3-small (1536 dimensions). Used to find semantically similar chunks via cosine similarity.
Embeddings power retrieval. Two chunks with similar embeddings are likely about the same thing, even if they share no exact words.
A segment of a source document (filing, transcript, article) sized for embedding + retrieval — typically a paragraph or 200-400 tokens.
Chunk size + boundary policy determines retrieval quality. Too small loses context; too large dilutes the signal vector.
Indexing + querying technique for finding the top-K most-similar embeddings. DuckDB's VSS extension provides brute-force cosine similarity at sub-100ms for ~2K-chunk corpora.
VSS is the retrieval engine under the synthesis. The corpus is small enough that brute-force works; HNSW persistence currently breaks on re-index.
A US equity exchange known for its 350-microsecond speed bump (Tiingo's real-time data source).
IEX trades are real but not the full tape — a quote from IEX may differ from the SIP NBBO. Use as a real-time proxy with an explicit understanding of the gap.
The consolidated tape that aggregates quotes + trades across all US equity exchanges into a single official feed. The NBBO comes from the SIP.
SIP is the official real-time tape; subscriptions are expensive. IEX is a cheaper proxy with a known gap.
The highest bid and lowest offer across all US equity exchanges at a given moment. Constructed by the SIP.
NBBO is the regulated benchmark for execution quality. Brokers must execute at NBBO or better.
Months of operating-cash-flow burn the company can fund from existing cash + short-term investments, given the most recent quarter's OCF.
Critical for unprofitable names — especially biotech. Sub-12-month runway is a financing event; sub-6 is a distressed financing event.
Trailing-12-month cash generated by core business operations, before investing and financing activities.
OCF is the truth check on net income. Negative OCF + positive net income = working-capital or accounting story.
Market cap + total debt − cash + minority interests + preferred equity. The cost to acquire the whole company.
EV/EBITDA + EV/Revenue are the right multiples for comparing companies with different capital structures.
P/E ratio divided by forward earnings growth rate. A way to normalize valuation for growth.
PEG is null when forward earnings estimates are missing — typical for early-stage unprofitable names. Don't render zero; render N/A.
FDA target action date under the Prescription Drug User Fee Act. The deadline by which FDA must rule on a New Drug Application.
PDUFA is the highest-conviction biotech catalyst. Mark it on the calendar and pre-position accordingly.
FDA advisory committee meeting where external experts vote on a drug's approvability. Vote is non-binding but historically predictive.
AdComms move biotech stocks hard intraday. The briefing documents drop 2 days before — read those, not the headlines.
FDA letter denying NDA approval — pending additional data, additional studies, or manufacturing fixes.
CRL = the regulatory equivalent of a deferred decision. Stock typically drops 30-60% intraday on a surprise CRL.
ClinicalTrials.gov-registered date by which a trial's primary endpoint will be assessed. The proxy for “data readout” when an explicit readout date isn't published.
Use as the catalyst date when no PDUFA exists. Note that companies routinely slip primary-completion dates without re-registering.
