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Insider sales based on short-term earnings information

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Abstract

I find strong evidence of insiders selling shares prior to imminent bad earnings news through their Rule 10b5-1 trading plans. While Rule 10b5-1 selling plans may conjure images of regular selling over a sustained period of time, I find that insiders’ sales under these plans often consist of a small number of sales (the median plan consists of four sales) and commonly occur over a short period of time (the median plan lasts less than 150 days). Abnormal stock returns, earnings surprises, and abnormal earnings announcement returns are all significantly negative following plans that are short-term in nature, but not following plans that are long-term in nature. Although Rule 10b5-1 does not specify a minimum length for selling plans, finding that sales within short plans significantly outperform sales within longer plans suggests that restrictions on plan length would reduce the incidence and appearance of informed selling through Rule 10b5-1 plans.

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Notes

  1. Papers that examine this issue include: Penman (1982), Elliott et al. (1984), Givoly and Palmon (1985), Sivakumar and Waymire (1994), Noe (1999), Ke et al. (2003), Cheng and Lo (2006), Roulstone (2008), Jagolinzer (2009), and Cohen et al. (2012). Roulstone (2008) finds evidence of a relation, but describes the relation as “economically small” and decreasing over his 1980–2002 sample period. Cheng et al. (2005) find a relation between insider trading activity and the news at earnings and dividend announcements for Hong Kong industrial firms, but they do not separately analyze insider sales.

  2. Veliotis (2010) and Henderson et al. (2012) discuss the favorable treatment that Rule 10b5-1 sales have received in legal proceedings. Jagolinzer (2009) and Sen (2008) find that Rule 10b5-1 sales are more likely than non-Rule 10b5-1 sales to occur just prior to earnings announcements (which are typically blackout periods).

  3. Cohen et al. (2012) classify about half of all insider sales as routine using their algorithm.

  4. The phenomenon of routine insider selling existed well before Rule 10b5-1. Cohen et al. (2012) find that their analysis of routine and non-routine selling is robust to the sample period prior to the enactment of Rule 10b5-1.

  5. The SEC does not oversee or supervise insiders’ Rule 10b5-1 selling plans. Insiders voluntarily and typically add a footnote to their SEC Form 4 filing to indicate that their sale was under a Rule 10b5-1 plan.

  6. See, for example, Lorie and Niederhoffer (1968), Jaffe (1974), Finnerty (1976), Seyhun (1986, 2000), Rozeff and Zaman (1988), Meulbroek (1992), and Lakonishok and Lee (2001).

  7. Marin and Olivier (2008) also find insider selling information useful in predicting future returns. However, in their paper it is the absence of insider sales that immediately precede negative returns. Firth et al. (2011) find that insider sales are more informative than purchases for stocks listed on the Hong Kong Exchange. Results in Gangopadhyay et al. (2014) are also consistent with informative insider sales.

  8. Cicero and Wintoki (2013) also examine insider trading patterns. Specifically, they study whether an insider’s trades occur in a sequence of months or not.

  9. Also see, Sen (2008) and Henderson et al. (2012) for more evidence on the abnormal returns following Rule 10b5-1 trades.

  10. Shon and Veliotis (2013) find a relation between plan sales and prior earnings announcement news. They find that plan sales are more likely to follow positive earnings surprises and attribute this to management managing the firm’s earnings upward so that planned sales occur at higher prices.

  11. Insiders may also pre-plan purchase transactions, but pre-planned purchases are quite rare compared to pre-planned sales. This is consistent with insiders protecting their sales transactions through Rule 10b5-1 due to the greater litigation risk for sales than purchases.

  12. The Thomson Reuters Insiders database recently started identifying Rule 10b5-1 plan trades, but thus far they have not gone back through all SEC Form 4 filings to identify Rule 10b5-1 trades from the past.

  13. I use 400 days instead of 365 days to allow for small timing differences from 1 year to the next. Results are robust to using 365 days.

  14. My results may not generalize to insiders that never disclose their planned sales as planned. However, failing to disclose planned sales as planned is likely uncommon given the benefits of disclosing.

  15. To address this concern, I repeat my analyses (untabulated) using all sales made by insiders who disclose at least one planned sale (i.e., sales not disclosed as planned are assumed to be planned, if the insider discloses at least one planned sale). My results are unaffected by this change because there is an extremely small number of unplanned sales by insiders that disclose a planned sale (i.e., the number of sales in the sample increases by about 1 %).

  16. For robustness, I also tried a 200 days cutoff instead of 400. As expected, using a 200 days cutoff results in a decrease in the number of longer plans and a relatively larger increase in the number of shorter plans. This occurs because the probability of no other trades occurring within a time window increases as that time window is narrowed. My results (untabulated) were slightly weaker, but not materially different when I use a 200 days cutoff.

  17. This concern is reduced by the fact that insiders sell in significantly greater quantities in their short plans which suggests that there was intent for short plans to be relatively short rather than short plans just being long plans that were prematurely cut short.

  18. I focus on the six months following the sale to be consistent with prior literature and because the short-swing profit rule prohibits insiders form making conflicting trades (i.e., a purchase and a sale) within six months of each other.

  19. In calculating 1MonthAbRet, 3MonthAbRet, and 6MonthAbRet, if a daily firm return is missing it is set equal to the CRSP value-weighted index for that day (i.e., no abnormal returns are generated due to missing future returns).

  20. This is consistent with the well-known earnings announcement premium (e.g., Ball and Kothari 1991; Cohen et al. 2007).

  21. Because insiders are not required to disclose their plan sales, I exclude non-plan sales that occur within 15 days of a plan-sale at the same firm due to the possibility that these are planned sales. In addition, non-plan sales may imitate plan-sales by other insiders at their firm.

  22. Fama and French (1992) find a negative relation between market capitalization and returns and a positive relation between book-to-market and returns.

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Acknowledgments

I thank Ryan Ball, Philip Berger, Elizabeth Gutierrez, Sundaresh Ramnath, Jonathan Rogers, Darren Roulstone, Douglas Skinner, Andrew Van Buskirk, Stanley Veliotis, and seminar participants at the University of Chicago brown bag workshop, the 2012 South Florida Accounting Research Conference, and the 2012 Southeast Regional Meeting of the American Accounting Association for helpful comments and suggestions.

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  1. School of Accounting, Florida International University, 11200 S.W. 8th St., Miami, FL, 33199, USA

    Jonathan A. Milian

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Correspondence to Jonathan A. Milian.

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Milian, J.A. Insider sales based on short-term earnings information. Rev Quant Finan Acc 47, 109–128 (2016). https://doi.org/10.1007/s11156-014-0496-7

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