Non-Open Market

Describes an agreement to purchase or sell shares made directly with the company. Non-open market transactions, as the name suggests, don't take place on a market exchange like most purchase and sale transactions, but instead are private transactions. While these transactions occur outside of the traditional market, they still need to be filed with the SEC. These transactions can be referred to as non-open market acquisition or disposition.

The most typical non-open market transactions occur when insiders exercise their options. If an insider has an option to buy a certain amount of shares at a set price, they are buying the shares from the company and not through an exchange. However, once the shares have been purchased, the insider can sell the purchased shares into the open market.

Another type of non-open market transaction is a tender offer where a corporation offers to repurchase shares from outside shareholders.