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By Ethan Roberts, Benzinga
Investors pay close attention whenever reports emerge of insider transactions on their stocks Some traders may sell the stock if it's reported that an insider sold numerous shares. However, it's widely held that insider buys are far more significant than insider sales. Insiders only buy shares because they expect the company stock will go up. On the other hand, insiders may sell for reasons that have nothing to do with present or future company performance.
Perhaps the insider is purchasing a new home, paying for a child's college or wedding or rebalancing a portfolio. Investors rarely know the motivation for the sale, so assumptions that the company has gone bad may be misleading.
If a shareholder learns that an insider has sold shares of that stock, the transaction can be investigated further by checking the U.S. Securities and Exchange Commission (SEC) Form 4. This is the form that company insiders or their legal representatives must fill out when buying or selling company stock.
Anyone can access Form 4 from the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) database at sec.gov. by clicking on search filings and full-text search and supplying the company name. Some brokerage platforms also include the link to Form 4 when reporting an insider transaction.
On Form 4, sometimes an explanation is given for the sale. For example, “This transaction was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person dated as of July 1, 2024.”
Rule 10b5-1 was adopted in 2000 to provide an affirmative defense to insider trading liability and is intended to show circumstances in which an insider has a written plan in place well in advance to sell shares of the company stock. For example, an insider may have an automatic sell plan twice a year, regardless of the stock price or company performance.
Another situation arises when the insider sells shares to cover the taxes generated by the settlement of vested restricted stock awards. Often, a company may withhold some shares when giving its executive team bonus stock. Those shares are automatically sold to cover the taxes.
This week insiders at three real estate investment trusts (REITs) from different sub-sectors sold a large block of shares. Does this mean those stocks or REITs in general are about to collapse? Take a look.
Prologis
Prologis Inc (NYSE:PLD) is a San Francisco, California-based industrial REIT that owns/manages approximately 1.2 billion square feet in 5,618 industrial logistics properties throughout the U.S. and 18 other countries. Prologis leases space and supplies equipment, robotics and other services to its customers.
On Aug. 26, 2024, Joseph Ghazal, the Chief Investment Officer at Prologis, sold 5,200 shares of Prologis at $129.07 for a total of $671,164. However, Mr. Ghazal still had approximately 13,187 shares remaining following this transaction and there have been no other insider sales of Prologis stock this year, despite it being down year-to-date. Those are positive signs.
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Omega Healthcare Investors
Omega Healthcare Investors (NYSE:OHI) is a Hunt Valley, Maryland-based triple-net equity healthcare REIT that provides financing, capital and triple-net leasing to 77 different operators among approximately 900 senior housing, skilled nursing and assisted living facilities across 42 states throughout the U.S. and the United Kingdom.
On Aug. 26, Daniel Booth, Chief Operating Officer at Omega Healthcare, sold 25,000 shares of Omega company stock at a weighted average price of $38.7072, for a total value of $967,680.
This sale is troubling because the same day, Robert O. Stephenson, Omega's CFO, also sold 30,000 shares at the weighted average price of $38.784 for a total of $1,163,520.
Director Dr. Lisa Egbuonu-Davis, sold 1,352 shares at $38 on Aug. 13, for $51,376. Davis still owns 16,766.
When more than one insider is selling, that does carry additional weight. Omega Healthcare has risen 48.4% since its low in early February, and insiders might be securing profits near a peak.
BXP
BXP Inc (NYSE:BXP), formerly Boston Properties, is a Boston-based office REIT that owns and operates 186 properties of 53.5 million square feet in New York, Boston, Los Angeles and San Francisco. In August 2024, 89.1% of in-service properties are presently leased, with a weighted average lease term (WALT) of 7.5 years. BXP is a member of the S&P 500.
On Aug. 26, Peter V. Otteni, the Executive Vice President of BXP, sold 4,785 shares of BXP stock at an average price of $73.4422, for a total value of $351,420.
BXP has had a successful run-up since June, gaining about 33.5%. Company executives often trim positions after such gains. However, one interesting note is that this is the second time Mr. Otteni has sold a significant number of shares in the last three months, and Form 4 shows that he has no remaining shares. However, these are the only recent insider sales so this is likely a personal decision, rather than BXP not doing well.
This summer, there were two insider sales at residential REIT, UDR Inc (NYSE:UDR). One insider sold 90,000 shares at $39.52 per share, and the other sold 45,000 shares at $37.90. However, their timing was off because UDR has since reported excellent Q2 earnings and received several analyst price target increases. It recently traded at $44.
Several other REITs with a recent insider sale include Brixmor Property Group (NYSE:BXR), CBL & Associates (NYSE:CBL), Equity Lifestyle Properties (NYSE:ELP) and AvalonBay Communities Inc (NYSE:AVB).
The National Association of Real Estate Investment Trusts (NAREIT) identifies 171 REITs, so a handful of REITs with insider sales do not make up an entire sector. With the Fed expected to cut interest rates in September, REITs could be poised to make significant gains over the next 12 months.
So, sleep well, investors, and don't worry when you hear that an insider has sold shares of company stock. It's best to seek additional information on the SEC's Form 4 before leaping to conclusions about insider motivation.
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