
Section 16, Explained: Forms 3, 4, and 5, the Two-Day Deadline, and the Six-Month Clawback
Company insiders must report trades on Form 4 within two business days, and Section 16(b) claws back profits on any round-trip trade under six months.
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Financial reporting and communication for investors

Company insiders must report trades on Form 4 within two business days, and Section 16(b) claws back profits on any round-trip trade under six months.

Section 5 bans pre-filing offers, defined as any publicity conditioning the market. What founders may say before filing, while waiting, and after pricing.

Outstanding shares equal issued shares minus treasury stock — the only count that sets market cap, EPS, dividends, and votes.

Yield is dividends over price; payout ratio is dividends over earnings. A soaring yield with coverage above 100% usually means the price fell ahead of a cut.

Diluted EPS assumes every option, warrant, and convertible note becomes shares; it is the worst-case number — value the company on it, not on basic EPS.

Skipped cumulative preferred dividends stack up as arrears that must clear before common holders see a dollar — yet stay a footnote until declared.

Lam Research Q1 FY2027: revenue +54% to $8.22B at a record 40% operating margin, and $3.50B of operating cash flow cut DSO from 72 to 63 days.

GE Aerospace booked $19B in Q3 orders (+49%) while free cash flow fell 14% — the $212B backlog vs. the cash conversion question.

H&R Block FY2026: $736.3M net income (+20.8%) on $3.95B revenue, flattered by an $84.1M IRS settlement; adjusted EPS up 13.9% to $5.31.

Jefferies Q3 FY2026: record $817.8M advisory (+25%) and $626.2M equities (+29%) in $2.22B net revenues; the 10-Q revised net income up $24.2M on a tax benefit.

Lam Research FY2026: revenue +26% to $23.2B at a 35.3% operating margin, and an $8.10B September guide on foundry demand.

Peloton FY2026: $63.2M net income — its first profitable year — on $2.446B revenue (−1.8%), earned by cutting opex 67% from FY2022.