What is an SEC Form 4?

The short answer

Form 4 is the filing that officers, directors and owners of more than 10% of a US-listed company must send to the SEC within two business days after they buy, sell or otherwise change their holding of the company's stock.

Official source: SEC Form 4 and its general instructions.

Who has to file one

The people the law calls insiders: a company's officers, its directors and anyone who owns more than 10% of a class of its registered shares. The rule comes from Section 16 of the Securities Exchange Act of 1934.

When it is filed

Within two business days of the transaction, which makes it one of the fastest public disclosures in finance. By the time you read a Form 4, the trade is usually a few days old.

What it shows

Who traded, their role, and which company
The date, the number of shares and the price per share
A one-letter code for what kind of transaction it was, such as P for an open-market purchase and S for an open-market sale
How many shares the person owns afterwards, and whether they hold them directly or through a trust or family member
Footnotes, including whether a sale was made under a pre-arranged plan

How to read it

Most lines on a Form 4 are routine: stock awards, option exercises and shares withheld to pay taxes. They are not a view on the company. The lines that carry a choice are the open-market purchase, where someone spent their own cash at the market price, and the open-market sale.

A sale says less than a purchase. Insiders sell for many reasons, and a filing tells you what happened, never why.

What OQRO does with it

Every insider purchase and sale on OQRO comes from a Form 4. OQRO separates open-market purchases and sales from the routine lines, marks sales whose footnotes say they followed a plan set up in advance, withholds prices that look like typing errors in the filing, and links each line to the original document on sec.gov.

A real example

NVIDIA Corporation, Form 4 filed 23 January 2026 by Ajay K. Puri, an executive vice president, for a sale on 21 January 2026.

Table I has one transaction row: common stock, code S (sale), 200,000 shares disposed of at a price of 180.0358 a share.
Footnote 2 explains the price: it is a weighted average, and the shares were sold at prices from $180.000 to $180.170.
After the transaction the form lists 3,618,547 shares owned, held indirectly by a trust of which the reporting person is trustee (footnote 3). Two further holdings are listed as positions, not trades: 556,232 shares held directly and 46,360 shares held by a children's trust.
The Rule 10b5-1 box at the top is ticked, and footnote 1 says the sale was made under a plan adopted on 19 September 2025.
The sale was on a Wednesday and the form was filed on the Friday, the second business day, which is the deadline.

Read in this order: who and which company, then the code and the date, then the footnotes. Here the footnotes carry more than the table does: they say the price is an average, that the plan was set months earlier, and whose name the shares are held in. The form shows what was sold and under what arrangement. It does not show why.

The record: NVIDIA Form 4, accession 0001347842-26-000004 (filing index on sec.gov) (opened October 8, 2026)

Common mistakes

Treating every row as a trade in the market. The form carries grants (A), tax withholding (F), option exercises (M), gifts (G) and others, each with its own code; only P and S are purchases and sales.
Skipping the footnotes. The Rule 10b5-1 box and the plan adoption date are stated there, as the form's own instructions require, and so is whether shares are held directly or through a trust.
Reading a weighted-average price as the price of one trade. When a footnote says shares were sold at prices within a range, the figure in the table is the average of several fills.
Adding the holdings rows to the transaction. "Shares owned following" and the extra holdings listed under the table are positions, not trades.
Looking in Table I for an option exercise. Derivative securities (options, warrants, convertibles) are reported in Table II; the shares received show up in Table I.

See it on OQRO

From the blog

Sources

Related guides

This explains a public filing in plain words. It is not legal or investment advice.

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