Measurement note: the “surge in insider gifting” has a denominator problem

The statistic that circulates — insider gifts up sharply since 2023 — is substantially an artifact of a reporting-rule change, not a behaviour change. Until the December 2022 Rule 10b5-1 amendments took effect in April 2023, an insider’s bona fide gift was reportable on Form 5, due 45 days after the issuer’s fiscal year end: once a year, in a form almost nobody reads and most aggregators do not ingest. Since then it has been a Form 4, due in two business days, syndicated within the hour.

Goldfarb’s own record shows the shape of it: 184 filings since February 1996, six Form 5s between 2008 and 2017, and a first Form 4 gift in October 2026. Was he gifting through those nine Form-5-free years? The record cannot say, because for most of them there was no filing obligation that would have shown it at this resolution. Any count of insider gifts that spans April 2023 is measuring the rule, not the people. That is also why the anomaly board above states its claim in the narrow, defensible form rather than the dramatic one.