Why do insiders sell stocks after receiving options?

Purpose The purpose of this study is to examine the effect of insider trading on analyst coverage and the properties of analyst earnings forecasts. Given the central role of analysts for information diffusion in stock markets, advancing understanding of the role insider trades may play in analyst coverage and forecasts, especially in the context of a changing legal environment (e.g. the implementation of Regulation Fair Disclosure [Reg FD]), should be a worthy goal. Design/methodology/approach To address the research questions, the authors run regressions in which the authors identify and control for as many possible determinants of analyst coverage and forecasts (e.g. firm size, information asymmetry and earnings performance) that are correlated with insider trades. To alleviate endogeneity concerns, the authors use three approaches. First, the authors extend the sample period to the post-Reg-FD period in which managers are not allowed to provide private information to financial analysts. Second, the authors measure analyst coverage in a window that is lagged by insider trades. Third, the authors employ firm-fixed-effects regressions in all the multivariate tests. Finally, following Larcker and Rusticus (2010), the authors conduct the impact threshold for a confounding variable test to assure that all regression analyses are indeed immune to the potential correlated-omitted-variable bias. Findings The authors find that the level of analyst coverage is positively related to the intensity of insider trades and that analyst coverage is more strongly associated with insider purchases than with insider sales. The authors also find that the positive association between analyst coverage and insider trades is less pronounced after the passage of Reg FD. Further investigations reveal that analysts revise their earnings forecasts upward following insider purchases, the informativeness of analyst forecast revisions significantly increases following insider purchases and optimistic bias in analyst forecast revisions is reduced as a result of insider purchases; the authors do not find similar evidence for insider sales. Research limitations/implications A large body of insider trading literature (Johnson et al., 2009; Badertscher et al., 2011; Thevenot 2012; Skaife et al., 2013; Billings and Cedergren 2015; Dechow et al., 2016) provides evidence that insiders actively trade on their private information, such as their foreknowledge of price-relevant corporate events. This literature suggests that insider trades are potentially value-relevant and are informative about a firm’s future prospects. However, less research attention has been paid to investigating how insider trades might affect market participants’ (especially sophisticated participants’) behavior. This study contributes to understanding the role that insider trading may play in shaping analyst behavior. Practical implications Prior research (Frankel and Li, 2004; Lustgarten and Mande, 1995; Carpenter and Remmers, 2001; Seyhun, 1990) maintains that insider sales are less informative about a firm’s future prospects than are insider purchases because insider sales might take place for the liquidity and diversification purposes. By probing the stock price responses to insider selling activities, Lakonishok and Lee (2001), Jeng et al. (2003) and Fidrmuc et al. (2006) infer that insider selling is not informative about future firm performance. However, for such an inference, the authors cannot rule out the possibility that insider sales do convey value-relevant information, but the stock market does not react correctly to such trading information (Beneish and Vargus, 2002). Because the authors focus on examining analysts’ responses to insider sales, and analysts are supposed to be sophisticated in information processing, this study adds more compelling evidence for the notion that insider sales convey less information about a firm’s future prospects than do insider purchases. Social implications There is an ongoing debate about the benefits and drawbacks of insider trading. Opponents of insider trading view insider trades as inequitable and immoral and assert that restricting insider trades curbs resource misallocation and benefits the whole society. Proponents contend that insider trading accelerates the price discovery process, increases market efficiency (Leland, 1992; Bernhardt et al., 1995; Choi et al., 2016) and may even play a role in rewarding and motivating executives (Roulstone, 2003; Denis and Xu, 2013). The authors add to this debate by documenting that insider trading increases the amount of information valuable to analyst research activities and helps enhance analyst services. Originality/value To the best of the authors’ knowledge, this study is the first to offer firm-level evidence of a positive association between insider trades and analyst coverage. By accounting for the post-Reg-FD regime, this paper is also the first to provide evidence on how analysts, in the absence of access to management’s private information because of the regime change by Reg FD, react to insider trades.

Although insider selling is a potentially important proxy for undisclosed bad news, the literature has failed to document consistent evidence of insiders’ sales being informative. The lack of information in insider sales is attributed to researchers’ inability to separate liquidity-motivated from information-based insider trades. We present and evaluate a new algorithm for identifying information-based insider sales. We hypothesize that when individuals who have insider-status with respect to multiple firms sell shares of one firm in which they are insiders and at the same time buy shares of other affiliated firms, the sale is more likely to be information-based, since the proceeds are reinvested. Insider sales unaccompanied by insider purchases are more likely to be liquidity-motivated. We find that insider sales identified using this algorithm as information-based are followed by statistically and economically significant negative abnormal returns. In validation tests comparing the incidence of adverse events for firms with information-based versus liquidity-motivated sales in the year of and the two years following the sale, we find that information-based sales are significantly more likely to be associated with delistings, earnings declines, downward analyst forecast revisions, analysts dropping coverage, and earnings restatements. We conclude that it is possible to ex ante and directly identify insider sales with significant information content. Our results will be of interest to investors as well as to regulators designing insider trading rules.

T HIS study empirically examines the effects of increases in the level and enforcement of insider-trading regulations in the 1980s on corporate insiders.1 The main goal of the insider-trading regulations is to prevent insiders from trading on the basis of material, nonpublic corporate information. In addition, regulations require that insiders report their transactions to the Securities and Exchange Commission (SEC) and refrain from generating short-term profits by trading in their own firms' stocks. Regulations also prohibit insiders from short selling the securities of their firms.

This study analyzes the pre-transaction period accounting earnings-stock price relation among companies with and without insider trade(insider sell and buy) to find out whether information asymmetry increase potential insider’s profit, thereby, motivate insider to trade their own stocks.
 In order to figure out correct relationship between insider trading and information asymmetry, this study recognize succesive insider trading, and use only first trade observation of succetive insider sell and buy, respectively. Therefore the total number of stocks and the first trade of each successive insider tradings are respectively presumed as an insider trading volume and as an observation of the the succesive insider trading.
 Also, all ownership information of directors and major shareholder is cellected from DART using Python, and quarterly financial information is used for our analysis to alleviate the possible problem coming from assumption of period of insider trading.
 The analysis period is from 2012 to 2018, and non-financial companies among listed companies on the Korea Stock Exchange and KOSDAQ are targeted.
 Empirical analysis shows as follow.
 First, it was found that the greater the over-estimate of earnings-return relation incurs greater probability of occurrence of insider stock sales and greater insider sales stock volume. These relationships are larger and more significant than those between insider trading and future earnings level, future earnings growth, and future stock return, which represent insiders' information advantage on future prospects of the firm. Second, the effect of estimation bias of earnings-return relation on the probability of insider sales was stronger and more immediate than those of insider purchases. The positive relationship between future prospects and insider trading, reported in previous studies, was stronger in insiders purchases than in insider sales.
 This study directly analyzed whether information asymmetry between insiders and external stakeholders plays a major role of insider trading, comparing pre-period earning-return relation estimates of insider trading firms with those of control firms. It is also meaningful in that it shows that the information asymmetry difference between insiders and external stakeholders can have different effects on insider trading for different properties of insider sales and purchase.

Proponents of insider trading argue that informed trading benefits shareholders and could have a positive effect on firm value, however opponents counter that insider trading could be detrimental to firm value. We measure the extent of strategic informed trading by the fraction of insider trades that are V-shaped purchases (defined as insider purchases that are preceded by negative abnormal returns and followed by positive abnormal returns) and Λ-shaped sales (defined as insider sales that are preceded by positive abnormal returns and followed by negative abnormal returns). Our strategic informed trading proxy is negatively associated with future earnings performance and Tobin’s Q, even after controlling for the direction of insider trading intensity. We adopt the view that there could be frictions that prevent the board from setting the level of informed trading at the optimal level at any given time. We find that our measure of strategic informed insider trading is positively related to restatements, another possible manifestation of agency problems resulting from the same frictions. Moreover, strategic informed trading declines significantly after announcements of earnings restatements, which are usually accompanied with significant corporate governance improvement. Overall our evidence indicates that the type of informed trading we identify represents suboptimal informed trading that is detrimental to firm value – consistent with the opponent view of informed trading.

We study the effect of the grants of executive stock options and restricted stock on earnings management and insider trading during the vesting years of these grants. In our theoretical model, an informed manager compensated by stock options (which include restricted stock as a special case) is mandated to issue an earnings report. Uninformed nvestors price the stock based on this report. The manager can manipulate the report to affect the stock price, but earnings management is costly to the manager. The optimal report balances the benefits from the exercised stock options and the costs of earnings management. Earnings management and insider trading occur only if the options are in-the-money post manipulation at the vesting date, and are intensified by larger grants. Consequently, both earnings management and insider trading will be more severe in periods of high stock prices. Our empirical tests focus on the link between the timing and attributes of option grants and the extent of earnings management and insider trading. Our empirical results confirm that (1) deeply in-the-money executive stock options lead to more earnings management and insider trading at the vesting years of the options; (2) more grants of options intensify the extent of earnings management at the vesting years; and (3) earnings management and insider trading are more prevalent when stock prices are high due to high past returns.

Securitizations are complex and opaque transactions. We hypothesize that bank insiders trade on private information about banks’: (1) securitization-related recourse risks, (2) not-yet-reported current-quarter securitization income, and (3) securitization-based business model sustainability. We provide evidence that proxies for each of these types of insider information are positively associated with insider trading. Specifically, we find that net insider sales in the 2001Q2-2007Q2 pre-financial crisis quarters predict not-yet-reported non-performing securitized loans and securitization income for those quarters and that net insider sales during 2006Q4 predict write-downs of securitization-related assets during the 2007Q3-2008Q4 crisis period. We find that net insider sales are more negatively associated with banks’ subsequent stock returns in their securitization quarters than in other quarters. In supplemental analysis, we show that the above findings are driven by trades by banks’ CEOs and CFOs, and that insiders avoid larger stock price losses through 10b5-1 plan sales than through non-plan sales.

Securitizations are complex and opaque transactions. We hypothesize that bank insiders trade on private information about banks': (1) securitization-related recourse risks, (2) not-yet-reported current-quarter securitization income, and (3) securitization-based business model sustainability. We provide evidence that proxies for each of these types of insider information are positively associated with insider trading. Specifically, we find that net insider sales in the 2001Q2–2007Q2 pre-financial crisis quarters predict not-yet-reported non-performing securitized loans and securitization income for those quarters, and that net insider sales during 2006Q4 predict write-downs of securitization-related assets during the 2007Q3–2008Q4 crisis period. We find that net insider sales are more negatively associated with banks' subsequent stock returns in their securitization quarters than in other quarters. In supplemental analysis, we show that the above findings are driven by trades by banks' CEOs and CFOs, and that insiders avoid larger stock price losses through 10b5-1 plan sales than through non-plan sales. Data Availability: All data are available from public sources.

We study whether and how insider sales affect a firm’s bond yield spreads. By examining insider sales and corporate bond yield spreads from 2011 to 2022 in the Chinese market, we find robust evidence that insider sales have a significant and important impact on corporate bond yield spreads. A one-standard-deviation increase in insider sales resulted in an increase of 11.82 bps in corporate bond yield spread. Further analysis suggests that while both the information asymmetry channel and the tunneling channel exist, bond investors do not believe that excess return from insider sales would reduce fund occupancy and alleviate default risk. We also find that ownership structure matters for the impact of insider sales on corporate bond yield spreads, where insiders in firms with more concentrated ownership structures tend to tunnel or withhold private information, whereas a more balanced ownership has the opposite effect. There is also weak evidence that the impact of insider sales on corporate bond yield spreads is larger in private firms than in state-owned ones. In addition, institutional investor ownership weakens the role of insider sales in bond pricing and, in particular, weakens the response of bond investors to insider sales in private firms.

Mutual funds experiencing large outflows (inflows) tend to decrease (expand) their positions, creating downward (upward) price pressure in the stocks held in common by them (Coval and Stafford [2007]). This study shows that corporate insiders exploit the resulting mispricing by buying (selling) their company's stock if it is subject to such fire sales (purchases) by funds. We also show that the likelihood of option grants is greater for stocks that are subject to mutual fund fire sales. Finally, we show that both the insider trading and the option granting activities help speed up the correction of the flow-driven mispricing. Overall, this study illustrates that insiders enhance personal benefits by trading on their personal account and influencing the timing of option grants in response to mispricing due to flow-driven fund trading. Moreover, these activities help improve the informational efficiency of stock price.

Mutual funds experiencing large outflows (inflows) tend to decrease (expand) their positions, creating downward (upward) price pressure in the stocks held in common by them (Coval and Stafford [2007]). This study shows that corporate insiders exploit the resulting mispricing by buying (selling) their company’s stock if it is subject to such fire sales (purchases) by funds. We also show that the likelihood of option grants is greater for stocks that are subject to mutual fund fire sales. Finally, we show that both the insider trading and the option granting activities help speed up the correction of the flow-driven mispricing. Overall, this study illustrates that insiders enhance personal benefits by trading on their personal account and influencing the timing of option grants in response to mispricing due to flow-driven fund trading. Moreover, these activities help improve the informational efficiency of stock price.

Due to the paucity of sources of negative firm‐specific information, US capital markets have more difficulty identifying and incorporating bad news into stock prices than they do good news. Even though insider selling is a potentially important proxy for undisclosed bad news, researchers have difficulty ex ante identifying information‐based sales due to an inability to separate liquidity‐motivated from information‐based insider trades. We hypothesize that when insiders in multiple firms sell shares of one firm in which they are insiders and at the same time buy shares of other insider portfolio firms, the sale is more likely to be information‐based, since the proceeds are reinvested. Conversely, when an insider sells one firm without purchasing others or sells multiple insider firms the sale is likely liquidity‐motivated. We find that insider sales identified as information‐based using this algorithm are followed by significant negative abnormal returns. Information‐based sales are also more likely to be associated with delistings, earnings declines and earnings restatements. Analysts are also more likely to revise their earnings forecasts downwards for these firms. It is thus possible to ex ante identify insider sales with information content. Our results will be of interest to investors and also to regulators designing insider trading rules.

PurposeThis study aims to investigate the impact of mandatory audit partner rotation (MAPR) on Chinese listed firms’ insider trading, as well as the moderating effects of firm characteristics on this impact. The economic mechanism behind this impact is also explored.Design/methodology/approachThis study conducts a regression analysis on firms associated with mandatory and voluntary audit partner rotation based on 2009–2019 firm data and examines whether corporate insiders of these two types of firms increase their share sales within 12 months before their financial statements are submitted to a new rotated auditor.FindingsClient firms’ corporate insiders increase their share sales within 12 months before their financial statements are submitted to a new mandatory rotated auditor. In addition, such an association is less pronounced for client firms that changed from Big 4 auditors to those with higher financial constraints. This is more pronounced for client firms with higher information asymmetry. The economic mechanism of the finding is that is the MAPR implementation reduces earnings management activities from client firms. Moreover, client firms’ buy-and-hold stock returns decline in the first year after MAPR.Research limitations/implicationsThis study should assist investors, corporate shareholders and Chinese policymakers. Investors can be well protected through the adoption of MAPR because upcoming auditors enhance the audit quality of clients by restraining managers’ manipulation of reported earnings and declining firms’ insider trading afterwards. Investors, Chinese policymakers and corporate shareholders should pay more attention to firms’ financial report quality, auditor selection, financial situation, corporate governance and the information environment. Explicitly, firms with less transparent financial report quality, non-big 4 auditors and fewer financial constraints are more likely to be involved in insider trading.Originality/valueTo the best of the authors’ knowledge, none of the extant studies have examined the impact of MAPR on insider sales. This study extends the research on the effect of the audit process on firm market performance by investigating the impact of audit partner rotation policy on insider trading behaviors.

In certain circumstances, insider trades such as private transactions between executives and their firms could be disclosed after the end of the firm's fiscal year, on a Form-5 filing. We find that insider sales disclosed in such a delayed manner for large firms are predictive of negative future returns (−6 to −8 percent), as well as lower future annual earnings relative to analyst forecasts. These results stand in contrast to existing findings on the uninformativeness of quickly disclosed open-market insider sales. The Sarbanes-Oxley Act curtailed the use of Form 5 under the presumption that managers used this vehicle opportunistically. Our systematic evidence supports this presumption.

This paper examines whether insider trading disclosures have information transfer effects within the same industry. We find that on the dates an insider trade is filed with the SEC, the stock returns of industry peers are positively correlated with the direction of the trade, i.e., industry peers have positive (negative) returns when purchases (sales) are disclosed. This effect varies across firms: insider trading filings from industry leaders have stronger information transfer effects on their industry peers while rival firms experience less positive information transfer effects. Our results are driven by insider sales, prompting us to investigate the relation between insider selling and industry-level information. We find that insider selling occurs when industries are overvalued. Taken together, our evidence suggests that insider trading filings contain industry-level information and affect the stock returns of industry peers.