Form 4 transaction code decoder

Real buying. The insider paid the market price with their own money.

An insider bought shares on the open market with their own money, at the prevailing market price. This is the highest-signal event on a Form 4.

SEC definition: Open market or private purchase of a non-derivative or derivative security

Real selling — but check whether it was pre-scheduled under a 10b5-1 plan.

An insider sold shares on the open market. Sales are far more common than purchases and have many innocent explanations (diversification, tax, a house), so read them in context.

SEC definition: Open market or private sale of a non-derivative or derivative security

Not buying. This is compensation: the company gave them the shares.

Shares or units awarded by the company as compensation. The insider did not choose to buy and paid nothing — this is pay, not conviction.

SEC definition: Grant, award or other acquisition pursuant to Rule 16b-3(d)

Not buying. Options converted to shares, often sold the same day.

The insider converted options or units into shares. It shows up as an acquisition, but no market purchase happened; it is very often paired with a same-day sale.

SEC definition: Exercise or conversion of derivative security exempted pursuant to Rule 16b-3

Not selling. Shares withheld by the company to cover tax.

Shares surrendered to the company to cover taxes or an exercise price when an award vested. Mechanically a disposal, but not a decision to sell.

SEC definition: Payment of exercise price or tax liability by delivering or withholding securities

Not selling. Shares returned to the company under an equity plan.

Shares returned to or repurchased by the company, typically under an equity plan.

SEC definition: Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)

A gift. No money changed hands and no price applies.

A bona fide gift of shares. No money changed hands and no market price applies.

SEC definition: Bona fide gift

Conversion of a derivative security into the underlying stock.

SEC definition: Conversion of derivative security

Exercise of a derivative security whose strike was at or below the market price.

SEC definition: Exercise of in-the-money or at-the-money derivative security

Exercise of a derivative security whose strike was above the market price.

SEC definition: Exercise of out-of-the-money derivative security

A volitional transaction inside an employee benefit plan, such as moving money between funds in a 401(k).

SEC definition: Discretionary transaction in accordance with Rule 16b-3(f)

An acquisition or disposition that does not fit the standard codes. The filer must explain it in a footnote — read the footnote.

SEC definition: Other acquisition or disposition (footnote required)

A transaction in an equity swap or similar instrument.

SEC definition: Transaction in equity swap or instrument with similar characteristics

A small acquisition exempt from immediate reporting under Rule 16a-6.

SEC definition: Small acquisition under Rule 16a-6

Shares tendered in a change-of-control transaction, such as an acquisition of the company.

SEC definition: Disposition pursuant to a tender of shares in a change of control transaction

A transaction voluntarily reported earlier than the deadline required.

SEC definition: Transaction voluntarily reported earlier than required

Shares acquired or disposed of by will or the laws of descent and distribution.

SEC definition: Acquisition or disposition by will or the laws of descent and distribution

A deposit into, or withdrawal from, a voting trust. Beneficial ownership is unchanged.

SEC definition: Deposit into or withdrawal from voting trust

A short derivative position expired.

SEC definition: Expiration of short derivative position

A long derivative position expired or was cancelled, with value received.

SEC definition: Expiration (or cancellation) of long derivative position with value received