About a quarter of insider stock gifts come in December, and this winter's biggest vesting days are Dec 31 and Jan 1

The calendar

Scheduled liquidity more than triples from November to February.

Insiders and companies are counted once per month, so the months don't add up to the four-month total.

The calendar is lumpy, so the week matters more than the month:

• Year-end. The week of Dec 28 has 2,370 events, more than any other week. Dec 31 (1,105) and Jan 1 (756) are the two busiest days. Both sit on the calendar-year boundary.
• Mid- to late February. The weeks of Feb 15 and Feb 22 have 1,810 and 1,684 events. Most of these are anniversaries of February grants: 83% of February vesting dates come from awards granted in a February. February also has 1,787 option expiries, the most of any month.
• Holiday weeks are quiet for vesting. Thanksgiving week (177 events) and Christmas week (162) are the thinnest weeks for vesting dates and option expiries. That's about scheduled vesting only. Gifts run the other way, as the next section shows.

For gift officers, the practical read is timing: an insider whose awards vest in late February holds more unrestricted stock once their trading window opens after results. That's a reason to look, not evidence of a gift. For IR teams, a February cluster at your company is scheduled supply, visible to anyone reading the same filings.

Gift season

Insiders give stock most at year-end, and the filings show it. Of the 4,183 stock gifts insiders made in 2025, 1,057 (25%) were dated in December. That's three times an average month. Nearly half of December's gifts (12% of the year's) fell between Dec 15 and Dec 31, and November was the second-busiest month.

The shape repeats. December's share of the year's gifts was 27% in 2023 and 21% in 2024.

Who gave in December 2025. 839 insiders at 584 companies. Of the 834 natural persons, 526 were officers, 285 were directors who aren't officers, 20 were 10% owners only and 3 held other roles. Five were entities, such as trusts and foundations. The median gift was 2,742 shares, worth about $163,500 at the closing price on or near the gift date.

Two notes on the counts. We date gifts by when they were made, not when they were filed. Insiders can report gifts on Form 5 up to 45 days after their fiscal year ends, and 77 of December 2025's gifts were filed in January or February 2026. We also leave out transfers between an insider and their own trusts or entities, which use the same code. Counting those, December's share in 2025 is 22%.

The overlap with this winter is small. Of the 2,472 insiders with a vesting date or option expiry between Dec 15 and Jan 1, 62 made a stock gift in December 2025. That's a count of past filings, not a forecast.

Sectors

Nearly one in five insiders with a liquidity event this winter (2,284 of 11,976, or 19%) works at a company in SIC major group 28, Chemicals and Allied Products. That group includes drug makers. Banks, SIC major group 60, Depository Institutions, come second.

• Group 28 is broad. 496 of its 567 companies are classed as pharmaceutical preparations, biological products or diagnostic substances. Liquidity there is spread across many companies, about 4 insiders each.
• Banks are deep. 172 banks account for 1,276 insiders, about 7 per bank.

These are counts of people and companies, not dollars (see Methods).

10b5-1 plans and Form 144s

3,609 insiders at 1,248 companies have an active 10b5-1 trading plan as of Oct 26, 2026, and 1,579 of those plans (44%) are scheduled to end between Nov 1 and Feb 28. That count will rise: plans adopted in July–September 2026 are mostly not disclosed yet (110 so far, against 1,104 to 1,455 in each earlier quarter since 2024), and they'll appear as third-quarter 10-Qs are filed.

A 10b5-1 plan sets the size and timing of sales in advance, so sales under it are scheduled, not decisions made on the day.

Officers hold 2,743 of the active plans and directors who aren't officers hold 760. The median plan covers 50,000 shares (plans are disclosed in shares, not dollars) and runs a stated 412 days, about 13.5 months. 451 plans include exercising options before selling.

Planned vs discretionary, last 90 days. We counted open-market sales by officers and directors filed Jul 28–Oct 26, 2026, one row per trade, excluding funds, trusts and other entities.

Plan sellers sell often, in small regular tranches, so they make up 68% of trades but 41% of the 5,086 officers and directors who sold. 254 of them sold both ways.

Form 144 notices. A Form 144 is filed when the sell order is placed, for sales of restricted or control stock. Insiders filed 36,294 notices in the 12 months to Oct 24, 2026, from 12,541 sellers at 3,034 companies. That's up 2% on the 35,515 filed in the same window a year earlier. The median notice was for $410,696 of stock.

The monthly count follows the earnings cycle, not a trend. The first month of each quarter is the quietest (2,034 to 2,190 notices in January, April and July 2026). The two months after results run higher (2,719 to 4,195).

A worked example: one CFO's calendar

The CFO of a large online marketplace shows how the three filing types fit together. Each step comes from a public filing.

1. May 30, 202510-Q filed Aug 6, 2025Adopted a 10b5-1 plan covering roughly 130,000 shares, with a stated end of Aug 5, 2026.
2. Aug 3, 2026Form 144Notice of a proposed sale of about 3,700 shares, earliest sale date the same day.
3. Aug 3, 2026Form 4 filed Aug 5The sale of about 3,700 shares, with a footnote naming the plan adopted May 30, 2025.
4. Aug 5, 2026No filingThe plan's stated end date. No plan sales appear after it.
5. Aug 19, 2026Form 4 filed Aug 21About 6,900 shares withheld to cover taxes on a vest. Not a sale decision.
6. Sep 28, 2026Form 4 filed Sep 30A new award of about 11,000 restricted stock units, vesting in 8 equal quarterly installments from Nov 19, 2026.

How to read it:

1. The plan sets the rhythm. From January to August 2026, a Form 144 and a matching plan sale appear in the first days of nearly all months. The Form 144 comes first or the same day; the Form 4 follows within two business days.
2. Not all disposals are sales. The August tax withholding removed shares from the officer's holdings, but no decision to sell was involved.
3. The calendar needs dividing. A liquidity calendar lists the whole award on Nov 19. The first installment is one eighth of it, about 1,400 units.

We describe the record as filed. It says nothing about this person's plans, wealth or giving.

How to read the filings

Each filing answers a different question, on a different clock.

Five traps that catch most readers:

• Sales to cover taxes. Shares withheld at vesting (code F) leave the insider's holdings but aren't a choice to sell. Officers and directors reported 6,740 of these in the last 90 days.
• Gifts and family-trust transfers. Code G covers both real gifts and moves into the insider's own trusts. A transfer to a family trust can also show up as a paired disposal and acquisition. Count the pair once, or not at all.
• Joint filings. A fund and its general partner, or spouses, may report the same shares on one Form 4. Count each trade once.
• Award totals vs installments. A vesting footnote often describes the whole award. Two in three vesting dates in this window come from awards that vest in installments, so divide before you read the size.
• Corporate actions. Mergers, spin-offs and share-class conversions can look like large disposals. They aren't sales.

Point-in-time means as of the filing date only. A holding or plan is as reported on that date; anything since needs a newer filing.

The data in this report comes from Insider Focus by Kaleidoscope.