Glossary · 13 terms
Corporate Actions
All corporate actions terms in the EquitiesAmerica.com glossary — plain-English definitions for American investors.
Acquisition(takeover)
An acquisition is a corporate transaction in which one company — the acquirer — purchases a controlling stake in or the entire ownership of another company — the target — either through purchasing its shares, assets, or through a merger agreement.
Annual Report (10-K)(10-K)
The Annual Report on Form 10-K is the comprehensive annual filing that U.S. public companies must submit to the SEC, providing a detailed account of the company's financial performance, business operations, risk factors, and management's analysis for the fiscal year.
Cash Dividend(dividend)
A cash dividend is a direct payment of money from a company's earnings to its shareholders, typically distributed quarterly, as a way to return capital to investors and signal financial health.
Merger(combination)
A merger is a corporate transaction in which two companies combine to form a single new entity, typically through an exchange of shares or cash, creating a combined organization intended to be more valuable than the sum of its parts.
Proxy Statement(DEF 14A)
A proxy statement is an official document filed with the SEC and distributed to shareholders that provides the information needed to vote on matters at a company's annual or special meeting, including director elections, executive compensation, and major corporate proposals.
Quarterly Report (10-Q)(10-Q)
The Quarterly Report on Form 10-Q is a condensed financial report that U.S. public companies file with the SEC within 40–45 days of each of the first three fiscal quarters, providing updated financial statements and management's discussion of recent developments.
Reverse Stock Split(reverse split)
A reverse stock split is a corporate action that reduces the number of a company's outstanding shares by combining multiple shares into fewer shares at a proportionally higher price, leaving total market capitalization unchanged.
Rights Offering(rights issue)
A rights offering is a corporate action that gives existing shareholders the right — but not the obligation — to purchase additional shares of the company at a discounted price, typically in proportion to their existing holdings, before the offer is extended to outside investors.
Special Dividend
A special dividend is a one-time, non-recurring cash payment made to shareholders by a company, typically funded by exceptional earnings, asset sales, or accumulated cash surpluses, and distinct from the company's regular dividend program.
Spin-Off(spinout)
A spin-off is a corporate transaction in which a parent company separates a subsidiary or business unit into an independent publicly traded company by distributing shares of the new entity to existing shareholders on a pro-rata basis.
Stock Buyback(share repurchase)
A stock buyback — also called a share repurchase — occurs when a company uses its own cash to purchase its outstanding shares from the open market or directly from shareholders, reducing the total share count and typically increasing earnings per share.
Stock Dividend
A stock dividend is a dividend paid to shareholders in the form of additional shares of the company rather than cash, proportionally increasing the number of shares outstanding while leaving each shareholder's ownership percentage unchanged.
Tender Offer(takeover bid)
A tender offer is a public bid by an acquirer directly to a company's shareholders to purchase some or all of their shares at a specified price — usually at a premium to the current market price — within a defined time period.