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Start with the company’s latest definitive proxy statement (DEF 14A) on its SEC EDGAR company page. Its beneficial-ownership table usually gives a consolidated view of directors’ and executive officers’ reported ownership. To check for changes since the table’s stated measurement date, review the issuer’s Forms 3 and 4, including any amendments.
Find the ownership table in the company’s proxy statement
- Open the issuer’s SEC EDGAR company page. Search EDGAR by company name or ticker, then verify the issuer and the relevant class of securities. The company page lists filings and distinguishes filing dates from reporting dates: SEC EDGAR search.
- Choose the latest definitive proxy statement, or DEF 14A. Confirm that it is the issuer’s proxy and note its filing and meeting context. The date the proxy was filed may differ from the date used for its ownership figures.
- Search the proxy for the ownership disclosure. Try phrases such as “Security Ownership of Certain Beneficial Owners and Management,” “Stock Ownership by Directors and Executive Officers,” or “beneficial ownership.” Heading wording varies by issuer.
- Record the table’s as-of date. Treat its figures as a snapshot for that date—not as real-time holdings. For example, Oracle’s 2026 DEF 14A identifies September 21, 2026, its annual-meeting record date, as the date for its beneficial-ownership table. That is an issuer-specific example, not a universal convention.
Read the notes before interpreting the numbers
A table’s headline figure may not mean “shares held outright.” Beneficial ownership can reflect voting or investment power, and issuers may include specified options exercisable within a stated period or restricted stock units expected to vest or settle within that period. Read the issuer’s definition and footnotes to see what is counted.
- Security class: Confirm which class of stock the table covers; figures for different classes are not directly interchangeable.
- Direct and indirect holdings: Check whether interests are held directly or through another person or entity, and how the issuer describes the beneficial owner’s power over them.
- Options and awards: Note whether options, unvested awards, or other interests are included and the time window used. Do not assume another company applies the same convention.
- Percentage denominator: Find the stated shares-outstanding figure and the table’s calculation method. An issuer may count shares underlying near-term options for an individual’s ownership calculation while excluding those unissued shares from the general outstanding-share denominator.
For example, a CeriBell proxy filed with the SEC explains its treatment of voting or investment power and specifies how certain near-term options and RSUs are handled in its table. Its method illustrates why the notes matter; it should not be assumed to apply to another issuer: CeriBell proxy filing.
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Check Forms 3 and 4 for later reported changes
After noting the proxy’s measurement date, return to the same issuer’s EDGAR filing list to examine subsequent ownership filings. The SEC identifies Form 3 as the initial statement of beneficial ownership and Form 4 as the statement of changes. Form 4 instructions generally require filing before the end of the second business day after a transaction resulting in a change in beneficial ownership: SEC Forms 3, 4 and 5 instructions.
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- Look for Forms 3 and 4 filed after the proxy table’s as-of date. Include filings marked 3/A or 4/A, which are amendments.
- For each reported change, distinguish the transaction date from the filing date and review the form’s transaction details and codes.
- Use the proxy for its dated, consolidated snapshot and the ownership filings to follow reported changes after that snapshot. Preserve both dates when describing a transaction.
Use the proxy’s late-filing disclosure as a cross-check
Many proxies include a Section 16(a) compliance discussion describing the issuer’s review of Forms 3, 4, and 5 and any known late reports. This can help identify disclosed reporting exceptions, but it is not a substitute for examining the ownership filings themselves. For instance, CeriBell’s 2026 proxy reports issuer-specific exceptions for the 2025 fiscal year; those exceptions do not describe other companies’ compliance.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Compare ownership figures on equal terms
Before comparing two executives—or one executive across multiple filings—align the details that determine what each number represents:
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- Measurement date and security class.
- Direct versus indirect or other beneficial ownership.
- Currently held or vested shares versus options and unvested awards included under the issuer’s stated convention.
- Percentage denominator and any special calculation method.
- For a reported change: transaction date, filing date, transaction details, and whether an amendment was filed.
Ownership filings report disclosed holdings and transactions. By themselves, they do not establish that an executive’s activity predicts a stock’s future performance or amounts to an investment recommendation.
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