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Form 4 insider filings
What the transaction codes mean, how 10b5-1 plans work, and why most insider filings aren't trades.
The short answer
A Form 4 is the filing a company's directors, senior officers and 10% owners must make within two business days of a change in their holdings of its stock. Each row has a one-letter transaction code, and most codes aren't trades at all. Of the 503 Form 4 filings Ticker Sage wrote up between Sep 25, 2026 and Oct 23, 2026, 323 included a stock award (code A) and 3 included a purchase on the market (code P).
Who files a Form 4
Section 16 of the Securities Exchange Act covers a company's "insiders": its directors, its senior officers (the chief executive, chief financial officer, general counsel and similar roles) and anyone owning more than 10% of a class of its shares. They file a Form 3 when they become an insider, a Form 4 within two business days of most changes in their holdings, and sometimes a Form 5 once a year for small items that could wait.
The filing goes to SEC EDGAR, usually filed by the company on the insider's behalf. It lists each transaction with its date, number of shares, price, code and the holdings left afterwards, with footnotes that explain the details.
The transaction codes
| Code | What it means | In plain terms | Form 4s with this code |
|---|---|---|---|
| P | Open-market or private purchase | The insider bought shares with their own money. | 3 |
| S | Open-market or private sale | The insider sold shares. Many sales are made under a 10b5-1 plan set up in advance. | 96 |
| A | Grant or award from the company | Stock, restricted stock units or options given as pay. Nothing was bought. | 323 |
| M | Exercise or conversion of a derivative | Options exercised or restricted stock units turned into shares. | 72 |
| F | Shares withheld for taxes | The company kept some shares from an award to cover the tax due. Not a sale on the market. | 88 |
| G | Gift | Shares given away, often to family trusts or charities. | 10 |
| D | Disposition to the company | Shares handed back to the company, for example in a buyback from the insider. | 3 |
| C | Conversion | One kind of security converted into another, such as one share class into another. | 7 |
| J | Other | Anything that doesn't fit another code; the filing's footnotes explain it. | 10 |
The last column counts the 503 Form 4 filings by insiders at covered companies that Ticker Sage wrote up between Sep 25, 2026 and Oct 23, 2026. One filing can carry several codes, so the column adds up to more than 503.
Most Form 4s aren't trades
Executive pay at large companies is mostly stock. Each time an award is granted (code A), vests and has shares withheld for taxes (code F), or options are exercised (code M), the insider files a Form 4. None of those involve a decision to buy or sell on the market. Example: NextEra Energy EVP Power Generation Division Mark Lemasney reports an award of 1,416 shares (filed Oct 23, 2026). Another: Sandisk Chief Legal Officer Bernard Shek reports 322 shares withheld for taxes (filed Oct 22, 2026).
Open-market purchases (code P) are much rarer. Example: American Tower director Teresa Hillary Clarke reports buying about 338 shares (filed Oct 22, 2026).
Sales and 10b5-1 plans
A 10b5-1 plan is a written trading plan an insider sets up while not holding inside information, which then sells (or buys) on a fixed schedule or formula. Since 2023 the rules require a cooling-off period of at least 90 days for directors and officers before the first trade under a new plan, and the Form 4 has a checkbox showing whether a trade was made under one. Of the 96 filings with a sale (code S) in Ticker Sage's notes, 72 were marked as made under a 10b5-1 plan. Example: Accenture Chief Accounting Officer Melissa A. Burgum reports selling 811 shares under a 10b5-1 plan (filed Oct 22, 2026).
Insiders sell for many reasons that have nothing to do with the company's prospects: taxes, diversifying, buying a house, estate planning. A sale on its own says little.
Reading a Form 4
- Table I covers shares (common stock): what was acquired (A) or disposed of (D), the price, and the holdings afterwards.
- Table II covers derivatives: options, restricted stock units and similar rights, with their exercise prices and expiry dates.
- Direct or indirect ownership: "D" means the insider holds the shares in their own name; "I" means through a trust, family member or company, explained in a footnote.
- Footnotes often carry the most useful detail: the 10b5-1 plan date, weighted average sale prices across many small trades, and how awards vest.
Form 4 notes on Ticker Sage
Ticker Sage writes a short, sourced note for each Form 4, 8-K and 13D/13G filed by or about the companies it covers, with the code explained and the numbers checked against the filing. They're in Filings news. 10-K vs. 10-Q vs. 8-K covers the company's own reports.
Common questions
What is a Form 4?
A filing that a company's directors, senior officers and 10% owners must make with the SEC within two business days of buying, selling or otherwise changing their holdings of the company's stock.
What does code A mean on a Form 4?
A grant or award from the company, such as restricted stock units or options given as pay. The insider didn't buy anything.
What does code F mean?
Shares withheld to pay taxes when an award vests or options are exercised. The company keeps the shares and pays the tax in cash; nothing is sold on the market.
What is a 10b5-1 plan?
A written plan, set up when the insider has no inside information, that trades shares on a schedule or formula. Directors and officers must wait at least 90 days after adopting one before trades start, and the Form 4 shows whether a trade was made under a plan.
Are insider purchases common?
No. Of the 503 Form 4 filings Ticker Sage wrote up between Sep 25, 2026 and Oct 23, 2026, 3 included an open-market purchase (code P), against 323 with a stock award (code A).
Disclosures
- Editor holdings
- The editor holds shares of Tesla (TSLA) in a long-term retirement account. The editor holds no position in any other company named on this page. As of Oct 25, 2026.
- Compensation
- Nobody paid for this page. No affiliate links on this page.
- Sources
- Each company's own SEC filings, linked next to each number.
- Last updated
- Oct 26, 2026
General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.
More in Learn and Tools · Methodology & Disclosures explains where every number comes from.