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Major Shareholding Notifications vs Insider Dealings: Two Filings, Two Rulebooks

Filip Stanczyk · · 3 min read

Two kinds of filing tell you who is buying a listed European company, and they are easy to confuse. One is about people inside the company. The other is about large owners, wherever they sit. They come from different laws, have different triggers, and often land in different registers.

Side by side

Insider dealing (PDMR) Major shareholding
Law Market Abuse Regulation, Art. 19 Transparency Directive 2004/109/EC, Art. 9–13
Who files Board members, senior executives, their closely associated persons Anyone whose voting rights cross a threshold: funds, banks, families, other companies
Trigger Any transaction, once the yearly total reaches the threshold (€20,000 by default) Crossing a percentage threshold, up or down
Thresholds Money amount 5, 10, 15, 20, 25, 30, 50 and 75% of voting rights; many countries add lower ones
Deadline 3 business days after the deal Holder: 4 trading days; issuer then publishes within 3 trading days
Says What was traded, at what price How much is held after the event, often split into shares and instruments
UK name PDMR notification TR-1 form

What a holdings notification contains

A threshold notification is about a position, not a trade. It typically states:

  • The holder, and often the chain of controlled undertakings through which the voting rights are held. For a large asset manager this chain can run to dozens of entities.
  • The percentage after the event, split into voting rights attached to shares and those held through financial instruments (options, swaps, contracts for difference, securities lending).
  • The previous percentage, when the filer gives it.
  • The date the threshold was crossed and the reason: an acquisition or disposal, or a change in the company's total voting rights.

The directive sets minimums, and member states may go further. The UK starts at 3% and counts every whole percentage point above it. Switzerland, which applies its own Financial Market Infrastructure Act rather than the directive, uses 3, 5, 10, 15, 20, 25, 33⅓, 50 and 66⅔%. France adds thresholds for capital as well as voting rights, which matters where double voting rights exist.

Which one to watch

They answer different questions.

  • Insider dealings tell you what management thinks: a CEO buying with their own money. They are small, frequent and personal.
  • Major holdings tell you who owns the company: a new 5% holder, an activist building a stake, a fund leaving. They are larger and rarer, and they say nothing about price.

Together they give a full picture of the share register's movements. A company where three directors buy and a new 5% holder appears in the same month is telling you more than either filing alone.

One company, two kinds of record

The difference is built into the data model. An insider is a person with a mandate at one company (CEO of X since 2021). A major holder is a holder: usually a legal entity with an LEI, holding stakes in many companies. BlackRock's notifications come from many separate legal entities, which GLEIF's ownership data groups under one ultimate parent.

In Duceus they are separate endpoints:

# Insider deals at one company
curl "https://api.duceusapi.com/transactions?issuer_id=iss_…" \
  -H "Authorization: Bearer YOUR_API_KEY"

# Threshold crossings at the same company
curl "https://api.duceusapi.com/holdings?issuer_id=iss_…" \
  -H "Authorization: Bearer YOUR_API_KEY"

# New stakes of 5% or more, any company
curl "https://api.duceusapi.com/threshold-events?direction=ABOVE&min_pct=5" \
  -H "Authorization: Bearer YOUR_API_KEY"

/feed merges both into one stream ordered by publication time, each item tagged transaction or holding. /issuers/{id}/shareholders gives the latest known position of every holder, and /issuers/{id}/shareholder-groups groups them by ultimate parent.

Coverage

Insider dealings are available from 17 registers and major holdings from 7. Holdings notifications are often published in a different place from insider filings, sometimes as PDFs, so coverage lags behind. The coverage page lists both per country.

Summary

  • MAR Article 19 is about insiders and every trade they make; the Transparency Directive is about any large owner crossing a percentage.
  • Insider filings give price and volume; holdings filings give the position after the event.
  • Thresholds start at 5% under the directive, and lower in the UK, Switzerland and elsewhere.
  • Query them separately, or together through /feed.