Trading & SEC Glossary

A private fund exclusion for pooled vehicles with no more than 100 beneficial owners, or up to 250 for a qualifying venture capital fund, subject to the other Section 3(c)(1) conditions.

A private fund exclusion for pooled vehicles whose investors are limited to qualified purchasers and that satisfy the other Section 3(c)(7) conditions.

Trader usage for a price sequence of a low (A), a rise to a high (B), a pullback to a higher low (C) and a second leg to a projected point D, often D = C + (B − A). The labels are easiest to apply after the sequence has finished.

Trader usage for many shares printing at one price while the displayed size there holds, so price does not move. It describes trading that already happened at a level, not the next move.

A reporting-company status generally tied to public float, revenue eligibility, and reporting history; it determines filing deadlines and some reporting obligations.

A short, structured program that helps an established early-stage product scale through mentorship, operating support, networks, and sometimes an equity investment.

A balance-sheet liability for amounts owed to suppliers for goods or services purchased on credit.

A balance-sheet asset for amounts customers owe the company for goods or services sold on credit.

An investor that satisfies one of Rule 501(a)'s financial, professional, or entity-based tests and therefore may participate in certain exempt offerings.

Equity contributed by shareholders above the stock's par value, generally measured as issued shares multiplied by the amount paid above par.

A person or entity that controls, is controlled by, or is under common control with an issuer; officers, directors, and large holders may be affiliates.

The side, buyer or seller, presumed to have started a trade by crossing the spread. It is inferred from the print's price against the quote; it is not a field in the trade report.

The systematic recognition of an intangible asset's declining value or cost over its estimated economic life, recorded as expense and reduced book value.

VWAP calculated from a start point the trader chooses, such as the open, a news time or a prior high, instead of the session start.

A high-net-worth individual investing personal capital directly into emerging companies, usually in early rounds and often as an accredited investor.

The value of assets for which an adviser provides qualifying investment advice; regulatory AUM is calculated under Form ADV rules rather than one universal convention.

An at-the-market program in which a sales agent may sell newly issued shares into the market from time to time at varying market prices, subject to the agreement and registration capacity.

An independent accountant's examination of financial statements intended to add assurance beyond management's own representations.

The maximum number of shares a company may issue under its charter or other organizational documents.

The market-value limit in Form S-3 Instruction I.B.6 for certain issuers whose public float is below $75 million, measured across sales under that instruction during a rolling 12-month period.

A financial statement showing assets, liabilities, and owners' equity at a specific point in time.

How often an outcome happened in a defined sample, before any further condition is applied. A base rate belongs to its definition, period and data source.

State-level securities laws governing offers, sales, and market participants within each state, subject to federal preemption in some areas while state antifraud rules may remain applicable.

The win rate at which expectancy is zero for a given average win and average loss: average loss ÷ (average win + average loss), using net figures. Before costs it is 1 ÷ (1 + ratio).

A chart shape made of a fast rise (the pole) followed by a short, shallow drift sideways or down (the flag) that stays in the upper part of the pole. It describes bars that have already printed, not the next move.

The pace at which a company consumes cash over time, commonly expressed as a monthly amount.

A regulated pooled vehicle that invests mainly in debt or equity of smaller, developing, or distressed companies and may provide managerial assistance.

A point-in-time ownership ledger listing equity holders, security classes, units or shares, purchase terms, and relevant transaction dates.

A news item or filing, such as an earnings release, trial result, contract or financing, that explains why a stock is unusually active. A catalyst is a condition that shifts the odds, not a signal.

Corporate equity that usually carries voting rights and potential dividends but generally ranks behind debt and preferred stock in liquidation.

The probability of an outcome given that a condition is true, written P(A | B). In trading, the rate of an outcome among only the situations that met an extra condition.

A range built from a sample by a method that, over many repeated samples, contains the true value in a stated share of them, such as 95%. Small samples give wide intervals.

Debt or preferred securities that can convert into common stock under fixed or variable-price terms, sometimes with floors, resets, accrued interest, premiums, or default adjustments.

A loan that converts into another security when agreed conditions occur, often into preferred stock at a later financing round.

How much of a process's gross edge its trading costs remove, usually measured as average costs per trade (fees, commissions, slippage) divided by planned risk, in R.

Direct costs attributable to producing goods sold or delivering services, such as raw materials, direct labor, or resale inventory.

Software that runs on a crypto network and provides functions such as exchanging one crypto asset for another.

A digital representation of value recorded on a cryptographically secured distributed ledger.

A blockchain or comparable distributed-ledger network that operates through its own protocol and may have an associated native asset.

The combined environment formed by one or more crypto networks and the applications operating on them.

Assets expected to be converted to cash, sold, or consumed within roughly twelve months, including cash, receivables, and inventory.

Obligations due within the next twelve months, such as payables, accrued payroll, and the current portion of long-term debt.

Borrowed money owed to a lender, usually repayable with interest at maturity and sometimes convertible into equity under its terms.

The allocation of a tangible fixed asset's cost over its estimated useful life, reducing book value while recognizing expense.

Another name used on the SEC glossary page for a crypto asset recorded on a cryptographically secured distributed ledger.

A crypto asset designed primarily for collection or use and linked to content, culture, tickets, game items, or similar rights rather than fractional ownership.

A crypto asset needed to participate in a functional crypto system and whose value is tied to system operation plus market supply and demand.

A security represented in crypto-asset form, with ownership recorded through crypto networks; token-holder rights can differ from rights in any referenced underlying security.

A crypto asset designed to perform a practical function such as membership, access, credentials, identity, or title, often with limited transferability.

A reduction in an existing holder's ownership percentage when the company issues additional shares.

Company information about operations, financial condition, risks, and business made available so investors can evaluate the issuer and its securities.

Spreading investments across companies, categories, or asset classes to reduce the impact of any single loss.

Shares traded multiplied by their price over a period: how much money changed hands. It compares trading activity across stocks at different prices better than share volume does.

The decline of an account or strategy from its highest value (the peak) to a later low, usually stated as a percentage of the peak.

A structured investigation of an opportunity's legal, financial, and business disclosures before investing or completing a transaction.

Net income attributable to each outstanding common share; diluted EPS also reflects common-share equivalents from potentially convertible or exercisable securities.

ETB means easy to borrow: a broker regards shares as readily available at that time. Borrow rates are often lower than for hard-to-borrow shares; actual availability and charges remain broker-specific.

An electronic trading system that displays orders entered into it and lets other participants trade against them. Traders also use "ECN fees" loosely for the per-share fees and rebates venues charge or pay on each fill.

Notice of effectiveness. Match it to the registration file number and review its timing. An EFFECT notice does not prove remaining capacity or that securities have been sold.

An IPO-related reporting category for eligible lower-revenue issuers that permits scaled disclosure until a statutory exit condition or time limit is reached.

An ownership interest in a business, such as corporate stock, an LLC membership interest, or a partnership interest.

A committed equity purchase facility under which the issuer may direct an investor to buy shares over time, usually at a formula price tied to market trading.

An offer and sale of securities conducted under a specific exemption from Securities Act registration rather than through a registered offering.

An adviser relying on the private-fund or venture-capital-adviser exemption from SEC registration while remaining subject to specified reports, antifraud rules, and possible state requirements.

The average result per trade a process produces over many trades: (win rate × average win) − (loss rate × average loss), after costs, often expressed in R.

Registration statement for foreign private issuers. The form alone does not identify a PIPE, equity line, completed sale, or effectiveness status.

Short-form registration for eligible foreign private issuers. Verify the offering structure, registration evidence and applicable limits separately; the form is not a measure of available shelf capacity.

Registration form for certain Canadian issuers under the multijurisdictional disclosure system. It is a separate form family, not an S-3 or F-3 filing.

An FTD occurs when securities are not delivered when settlement is due. Fails can arise from short sales, long sales or processing issues; they differ from outstanding short positions (short interest).

An order-entry mistake such as a wrong share count, side, price or symbol. An order sent by mistake that fills at normal market prices generally stands.

The balance sheet, income statement, cash-flow statement, statement of shareholders' equity, and accompanying notes that describe a company's financial position and activity.

A FINRA regulatory fee charged per share on sales of covered equity securities, with a maximum per trade. Brokers usually pass it through on each sell.

The first dip after a breakout or strong move, under a written rule for what counts as the breakout, a pullback and "first". Common outcomes include continuation, chop and failure.

The first session after a large up move (or a run of up days) that closes below the previous session's close. It is distinct from a red candle, a session that closes below its own open.

The public regulatory form advisers use to register or report, covering ownership, business practices, clients, conflicts, disciplinary history, and fees.

A notice filed after the first sale in a Regulation D offering, reporting basic issuer, offering, executive, amount, and first-sale information.

A pooled vehicle that invests mainly in other funds rather than directly in operating-company securities, often to broaden manager or asset exposure.

A period in which a company raises capital from investors on the same or similar terms, often labeled seed, Series A, Series B, and later rounds.

A free writing prospectus filed under Securities Act Rules 163/433. Keep it distinct from Rule 424(b) prospectuses and supplements.

A return of price to the prior session's close after an opening gap. A gap-fill count states whether it means a full or a partial fill (such as the gap midpoint) and whether an intraday touch or the session close is the basis.

The person or entity that raises capital for, controls, invests, and manages a private fund organized as a limited partnership.

Broad marketing activity that conditions the market for a securities offering; some exemptions allow it under conditions while others prohibit it.

An acquisition-related intangible asset equal to the purchase price paid above the fair value of identifiable net assets.

HTB is a broker’s hard-to-borrow classification: shares may be scarce or costly to borrow through that broker. It describes current borrow conditions, not a market-wide short-selling prohibition.

A private fund with relatively flexible strategies that may use leverage, short selling, derivatives, or other higher-risk techniques.

The tendency, once an outcome is known, to see it as more predictable than it was at the time.

A limit order that shows only part of its size on the book and refills the displayed part from hidden size as it trades. Exchanges call it a reserve order.

A financial statement presenting revenue, expenses, gains, losses, and resulting profit or loss over a defined period.

The estimated tax cost attributable to income earned during a reporting period and recognized on that period's income statement.

A longer-duration support organization for very early companies still developing a business model or product, offering workspace, advice, mentorship, networks, and sometimes capital.

The price at which an auction would execute if it ran at that moment, given the orders currently on the auction book. It can change until the auction runs.

An organization that deploys capital, such as a bank, pension, insurance company, mutual fund, hedge fund, adviser, or endowment.

A nonphysical asset such as a patent, trademark, copyright, customer relationship, or goodwill that can carry balance-sheet value.

The borrowing cost accrued or paid to lenders during a reporting period and recognized on the income statement.

A person or firm paid to provide advice, reports, or analysis about securities and generally required to register unless an exemption applies.

The federal law governing investment advisers, including registration, conduct, disclosure, and antifraud obligations that may also reach unregistered advisers.

A pooled vehicle that issues its own securities and invests investors' money collectively, unless it qualifies for an exclusion such as the private-fund exclusions.

The federal law regulating investment-company structure, operations, conflicts, and recurring disclosure about financial condition and investment policy.

A security identified under the Howey framework when money is invested in a common enterprise with expected profits substantially dependent on others' managerial efforts.

Shares the company has issued and that remain held by shareholders; issued shares no longer outstanding, such as Treasury Stock, are excluded from the outstanding count.

A reporting-company status generally associated with at least $700 million of public float plus reporting-history and revenue-related conditions, producing the fastest filer deadlines.

In U.S. intraday equity trading, LD commonly refers to the lower side of the Limit Up/Limit Down price-band mechanism. It addresses executions below the lower band, separately from SSR.

In U.S. intraday equity trading, LU commonly refers to the upper side of the Limit Up/Limit Down price-band mechanism. A band indication is not itself a confirmed trading halt.

LULD is the U.S. NMS equity plan preventing executions outside upper and lower price bands during regular hours. Under specified conditions, a limit state can lead to a trading pause.

An investor that commits capital to a limited-partnership fund, participates only within agreed limits, and usually has liability capped by its contribution or commitment.

A contractual right giving an investor priority payment in a sale, winding-up, or similar event, often expressed as a multiple of invested capital plus specified dividends.

The ability to buy or sell a security promptly without materially moving its price; private and restricted securities are usually less liquid.

Assets not expected to be converted into cash within one year, including property, equipment, long-lived intangibles, and goodwill.

Obligations due more than one year after the balance-sheet date, including long-term debt and certain deferred or contingent commitments.

Using information in a test or decision that was not available at the decision time, such as full-day volume for a morning entry or a fill at a bar's low.

Venue pricing that pays a rebate to an order that rests on the book and is traded against (the maker) and charges a fee to the order that trades against it (the taker). The fee is usually larger than the rebate.

Recurring compensation paid from fund assets to an adviser for operating and managing the fund, often based on committed or invested capital.

The market value of a public company's outstanding equity, commonly calculated as current share price multiplied by shares outstanding.

The short code on Level 2 that labels which exchange, market maker or other participant is displaying a quote. FINRA's rules call it a market participant symbol (MPID).

A period with measurably different trading conditions (for small caps: gapper counts, volume, the share of gappers holding gains), labelled with a rule known before each session.

A buy limit order priced at or above the national best offer, or a sell limit order priced at or below the national best bid, when the order is received. It can trade at once, but only up to its limit price.

The contractual date by which a borrower must make the final payment on a loan or other debt instrument.

The furthest price moved against an open position between entry and exit, measured from the entry fill in cents per share or in R.

The furthest price moved in favour of an open position between entry and exit, measured from the entry fill in cents per share or in R.

A price projection made by adding the size of a prior move to a later starting point, such as a breakout price or a pullback low. It is a target someone chose, not a market level.

An ownership interest in an LLC, represented by percentages or units and carrying economic and governance rights defined by the operating agreement and class terms.

Profit or loss remaining for a period after subtracting all recognized expenses from revenue and gains.

Nasdaq's auction message showing paired shares, imbalance size and side, and the near and far indicative clearing prices. Before the open it is disseminated every second from 9:28 a.m. ET until the cross.

A reporting company that does not meet accelerated- or large-accelerated-filer criteria, often because of float, revenue eligibility, or limited reporting history.

A trade executed away from the exchanges, for example by a wholesaler, an alternative trading system (dark pool) or another broker-dealer, and reported afterwards to a FINRA facility. On the consolidated feed for Nasdaq-listed stocks it carries market center code D.

The auction that sets a stock's official opening price by matching eligible orders at a single price at the start of regular trading. Nasdaq calls its version the Opening Cross.

Trader usage for price trading beyond the high or low of the session's first minutes (the opening range). Results depend on the range length, whether premarket prices count and the trigger used.

Overhead costs of running the business, often called selling, general, and administrative expenses, excluding direct production or service-delivery costs.

Judging the quality of a decision by how it turned out rather than by what was knowable and controllable when it was made.

Tuning a rule's parameters until it fits the noise of one sample, so its in-sample result overstates what it does on new data.

Placing simulated orders against real or replayed market data without real money. Simulated fills are usually better than live fills, so a paper result tends to overstate what the same decisions earn live.

Trader shorthand for a price run that steepens, with bars climbing faster and ranging wider than before. It is measurable only through stated rate and range-expansion rules.

Adviser compensation linked to investment performance, commonly a percentage of profits above defined terms; carried interest is a common private-fund form.

Private Investment in Public Equity: a negotiated private placement by a public company, often involving common stock, pre-funded warrants, warrants, preferred stock, or convertible securities.

A fund entity that combines capital from multiple investors and invests it collectively through an adviser, with gains and losses allocated under each investor's interest.

An operating business in which a venture, private-equity, or other investment fund holds an investment.

Amendment to a registration statement after effectiveness. Its purpose may include updating disclosures or deregistering unsold securities; it is not automatically a new financing.

Equity with negotiated priority over common stock, potentially including liquidation preferences, dividends, anti-dilution rights, conversion rights, and class voting protections.

A private fund pursuing strategies such as buyouts or growth equity, often taking influential or controlling stakes and actively working with portfolio companies.

A pooled vehicle relying on Section 3(c)(1) or 3(c)(7) to remain outside the Investment Company Act's registered-investment-company definition.

A commonly used label for an offering conducted under an exemption from Securities Act registration.

Total winning results divided by total losing results (as a positive number) over a sample, after costs. Above 1.0 the sample made money; below 1.0 it lost.

Offering disclosure, including prospectuses and supplements filed under Rule 424(b). The filing code alone does not establish an ATM, warrant offering or convertible financing.

The market value of voting and non-voting common equity held by non-affiliates, used in determining filer status and certain offering eligibility.

An offering made to public investors. It may include securities sold by the issuer, existing holders, or both; public versus private and primary versus resale are separate classifications.

An investor meeting the Investment Company Act's higher asset or investment thresholds for participation in Section 3(c)(7) funds.

An investment that counts toward a venture-capital fund's qualifying-investment requirement, generally direct equity in eligible private operating companies rather than debt, secondary, or fund interests.

A venture capital fund that can use the expanded 3(c)(1) owner limit when it stays within the SEC page's owner, capital, and venture-fund conditions.

Where a resting limit order stands among the orders waiting at the same price on one venue. Orders ahead of it trade first, so a touch of the price is not the same as a fill.

A trade's result divided by its planned risk. 1R is the amount a trader planned to lose if the stop was hit; a result of +2R made twice that amount.

Trader shorthand for a stock trading below the prior session's close that crosses back above it. The mirror case, green to red, is a cross from above the prior close to below it.

Regulation SHO is the U.S. equity short-selling framework covering order marking, short-sale price tests, locates and delivery-failure close-outs. A threshold list is only one part of it.

An investment adviser registered with the SEC or a state regulator and subject to the applicable registration, disclosure, conduct, and examination framework.

A public securities offering covered by an effective Securities Act registration statement; sales cannot begin merely because the statement was filed.

A scaled exempt public offering pathway, sometimes called a mini-IPO, allowing eligible issuers to raise up to the current Tier 2 cap with SEC qualification and ongoing requirements.

An exempt securities-crowdfunding pathway conducted through an eligible online intermediary, with offering limits, investor protections, and continuing-report requirements.

The exemption framework containing Rules 504, 506(b), and 506(c), each with different limits, investor conditions, solicitation rules, and compliance requirements.

Securities acquired directly or indirectly from an issuer or affiliate in specified unregistered transactions and subject to resale restrictions unless an exemption is available.

Employee equity subject to vesting: an RSA generally grants shares at award, while an RSU promises shares only after its vesting conditions are met.

The cumulative profit retained in the business since inception, or cumulative deficit when total historical losses exceed profits and distributions.

The amount earned from selling products or providing services during a reporting period before subtracting expenses.

The probability that an account reaches a chosen loss threshold, such as a 30% drawdown from its peak, within a set number of trades, given an outcome distribution and the risk taken per trade.

A trade's planned target distance divided by its planned stop distance, such as 2:1 for a 10-cent target and a 5-cent stop. The realized version is average net win divided by average net loss.

A privately owned, USDA-licensed fund investing debt or equity in qualifying smaller businesses primarily located in rural areas.

Request to withdraw a registration statement under Rule 477. Display the request as filing evidence; do not infer from its presence alone that the withdrawal process is complete.

A Securities Act registration statement commonly used by issuers that cannot use a shorter form. It may register newly issued securities, resale by existing holders, or both.

A shorter registration form available to eligible reporting issuers. It can register a specific offering or serve as the base for delayed shelf takedowns.

Reduced or tailored disclosure accommodations available to eligible smaller or newer public companies in registered offerings and ongoing reports.

A trading style of very short holds, from seconds to a few minutes, aiming for a few cents to a few tens of cents per share. Costs, fills and flat outcomes make up a large part of each result.

A transaction fee set by the SEC under Section 31 of the Securities Exchange Act, charged on the dollar value of covered sales. Brokers usually pass it through on each sell.

A market where investors trade securities that already exist, rather than buying newly issued securities from the company.

The Securities Act exemption for issuer transactions that do not involve a public offering; Regulation D Rules 506(b) and 506(c) provide commonly used safe-harbor pathways.

The federal statute governing securities offers and sales, centered on registration and disclosure unless an exemption applies, and prohibiting fraud in offerings.

The U.S. federal agency responsible for investor protection, fair and efficient markets, capital formation, and administration and enforcement of federal securities laws.

The federal statute that created the SEC and governs secondary-market conduct, market intermediaries, self-regulatory organizations, periodic issuer reporting, fraud, and insider trading.

A broadly defined financial interest that includes stock, bonds, certain convertible instruments, membership interests, and investment contracts; offers and sales require registration or an exemption.

An early company's first institutional or organized financing round, often funded by founders' networks, angels, or seed funds using equity, notes, or SAFEs.

Successive priced financing rounds, commonly Series A onward, in which investors typically purchase preferred stock as the company develops and scales.

A Rule 415 registration framework that can let an issuer offer securities later, continuously or in one or more takedowns, while the registration remains usable.

SSR usually means the Rule 201 short-sale price restriction after an NMS stock falls at least 10% from its prior regular-session close. It lasts for the rest of that day and the next trading day.

A contract promising future equity when a financing, sale, or other trigger occurs; until conversion, the holder generally has no present stock ownership.

The difference between the price you expected, against a stated reference, and the average price you actually received.

A privately owned, SBA-licensed investment fund that provides debt or equity capital to qualifying small businesses.

A public-company category based on public-float and revenue tests that permits eligible issuers to use scaled disclosure accommodations.

A router that chooses the venue or venues for an order, and may split it, according to the broker's or platform's criteria such as price, fill rate, fees and rebates. A direct route instead sends the order to one venue the trader picks.

Placing orders with the intent to cancel them before they execute, to mislead other traders about supply or demand. In US stocks it is pursued under anti-manipulation and anti-fraud rules rather than a statute named "spoofing".

A crypto asset designed to track a reference value, usually a fiat currency; the treatment of payment stablecoins depends on current statute and the instrument's actual terms.

State agencies that administer and enforce each state's securities laws, including offer-and-sale, licensing, and antifraud rules within their jurisdiction.

An ownership security in a corporation, divided into shares and classes whose voting, dividend, conversion, and liquidation rights can differ.

A locate is the pre-short-sale borrow check under Regulation SHO: borrowing, arranging to borrow or documenting reasonable grounds that shares can be borrowed for timely delivery, subject to exceptions.

A contractual right, after applicable vesting, to buy a specified number of company shares at a fixed exercise price before expiration.

Compensation paid with equity-linked instruments such as options, RSUs, or restricted stock to employees, advisers, or contractors.

Distortion from studying only the securities, funds or traders that survived to today, leaving out those that were delisted, renamed, failed or stopped posting.

A move in a stock that has no news of its own, attributed by traders to news at a related company, such as a peer in the same industry or theme.

An asset with physical substance, such as cash, land, buildings, or equipment, recognized on the balance sheet under applicable accounting rules.

A dated SRO list of securities meeting persistent delivery-failure criteria. Regulation SHO criteria include at least 10,000 failed shares and 0.5% of shares outstanding for five consecutive settlement days.

The smallest price step in which a quote or order may be displayed, ranked or accepted. Under Regulation NMS Rule 612 it is $0.01 at $1.00 or more and $0.0001 below $1.00 in practice (as of 2026-10-05).

An exit rule that closes a trade after a set time if neither the target nor the price stop has been reached.

Another label for a digital security: a security whose ownership or representation is recorded through crypto-asset and distributed-ledger infrastructure.

A stop that moves in the trade's favour behind price, by a set number of cents, a multiple of R or the low of the last completed bar, and does not move back. It exits with a stop order, so it pays slippage.

The same underlying concept as Treasury Stock, not a separate share pool. Filings may say “treasury shares” when counting the individual shares, but this Wiki uses Treasury Stock as the canonical term.

Previously issued shares repurchased and held by the company; they are generally not counted as outstanding and may later be retired or reissued.

An estimate or negotiated measure of company value used to determine ownership issued for an investment; pre-money and post-money bases produce different percentages.

A private fund pursuing venture investments, generally with limited redemption, constrained leverage, and a portfolio dominated by qualifying investments in private companies.

Total traded value divided by total shares traded over a defined period, usually from the session start. The anchor time and which trades are included change the number.

A contractual right to acquire shares at an exercise price before expiration. Terms may include adjustments, cashless exercise, resets, calls, and ownership blockers.

The share of trades that end as wins under a stated definition of a win. It is one input to expectancy and says little about profitability on its own.