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What is a Form 4 filing?

Form 4 is the SEC insider-transaction report. Officers, directors, and ≥10% beneficial owners (Section 16 reporting persons) must file within two business days of any change in their ownership of the company's securities.

Last updated: 2026-05-01. Source: SEC EDGAR.

Who files a Form 4 — Section 16 reporting persons

Section 16 of the Securities Exchange Act of 1934 identifies three categories of insider:

Officers of the issuer (executive officers per the company's Section 16 designation).
Directors of the issuer.
≥10% beneficial owners of any registered class of equity securities.

These three categories are required to disclose their holdings via Form 3 (initial), Form 4 (changes), and Form 5 (annual catch-up).

The two-business-day rule

Form 4 must be filed within two business days of the transaction date. This was tightened from 10 days by Sarbanes-Oxley (2002). The short window means insider transactions are nearly contemporaneous public information.

A few exceptions exist (e.g., certain pre-arranged Rule 10b5-1 trading plans, transactions with the issuer that may delay reporting), but for most market-relevant transactions, the disclosure is fast.

How to read a Form 4 — Tables I and II

Form 4 has two transaction tables:

Table I — Non-Derivative: ordinary common-stock transactions. The columns most observers track: Transaction Date, Transaction Code (P = open-market purchase, S = open-market sale, A = grant, M = exercise, D = disposition), Amount, Price, Acquired/Disposed code (A/D).
Table II — Derivative: options, warrants, RSUs, and other derivative securities. Often where compensation grants and exercises live.

The transaction code matters more than the column header. Code P (open-market purchase using personal funds) is the strongest insider signal. Code S (open-market sale) is noisier — many insider sales are routine 10b5-1 plan executions or tax-related, not bearish bets.

10b5-1 trading plans

Rule 10b5-1 lets insiders pre-schedule trades during open windows so the actual execution can occur during a closed window without violating insider-trading rules. Form 4 disclosures include a checkbox indicating whether the transaction was pursuant to a 10b5-1 plan (since 2023). A checked box reduces the signal value of the trade — the decision was made months ago, not in response to current information.

Our view

Insider buying is a stronger signal than insider selling. Officers and directors sell for a hundred reasons (taxes, diversification, scheduled plans, life events). They buy for one: they think the stock is mispriced. Cluster Form 4 buys — multiple unrelated insiders buying within a short window — are among the highest-conviction qualitative signals on EDGAR.

See live data

Browse live Form 4 filings — 14 filings indexed. Updated as new EDGAR submissions are ingested.

Glossary

Form 4: SEC report under Section 16 disclosing changes in beneficial ownership of issuer securities by officers, directors, and ≥10% beneficial owners. Must be filed within two business days of the transaction.
Section 16: Section 16 of the Securities Exchange Act of 1934. Establishes the reporting and trading restrictions for officers, directors, and ≥10% beneficial owners of public companies.
Rule 10b5-1: SEC rule allowing insiders to pre-establish written trading plans during open windows; trades executed under the plan are protected from insider-trading liability even if executed during closed windows.
Transaction Code P: Form 4 transaction code indicating an open-market or private purchase of securities. Generally interpreted as the strongest insider signal.
Transaction Code S: Form 4 transaction code indicating an open-market or private sale of securities. Often routine; check whether 10b5-1 box is checked before drawing conclusions.