How to read an SEC Form 4 in five minutes

What a Form 4 is and when it is due

A Form 4 is the statement of changes in beneficial ownership that officers, directors and owners of more than 10% of a US-listed company file with the SEC when they buy, sell or otherwise change their holding of its stock. The form's own instructions say it must be filed before the end of the second business day after the transaction, and Rule 16a-3 says the same. An insider who trades on a Monday has until the end of Wednesday.

Two related forms exist. A Form 3 is the first report, filed when someone becomes an insider, and a Form 5 is generally due 45 days after the fiscal year ends and is needed only when a transaction was not reported during the year. Both are described in the SEC investor bulletin on Forms 3, 4 and 5. Most of what readers call insider trading data comes from Form 4.

Pass one: who and which company

The top of the form names the reporting person, the issuer and its ticker, the date of the earliest transaction, and the relationship: director, officer (with a title), 10% owner, or other. Read this first, because the same trade means different things from different roles. A chief executive and a director who owns 12% of the company are both insiders, and the form says which one is filing.

Pass two: Table I, the shares

Table I lists transactions and holdings in the company's shares, one row per transaction. The columns that matter are:

• Transaction code. A letter that says what kind of event it was. P is an open market or private purchase and S is an open market or private sale. A is a grant or award, M is the exercise or conversion of a derivative, F is payment of an exercise price or tax by handing back shares, and G is a gift. The full list is in General Instruction 8 of the Form 4 instructions.
• Date, amount and price. The transaction date, the number of shares, whether they were acquired (A) or disposed of (D), and the price per share.
• Shares owned following the transaction. The holding after the trade, and whether it is held directly (D) or indirectly (I), for example through a trust.

Only P and S are purchases and sales. A grant, a tax withholding and a gift are all on the same form and are not trades in the market.

Pass three: Table II, the derivatives

Table II covers options, warrants, convertible securities and similar instruments. When an executive exercises options, the exercise is reported in Table II and the shares received appear in Table I. If you look only at Table I you can see shares arrive without a purchase code, which is why the code column matters.

Pass four: the footnotes and the 10b5-1 box

The footnotes carry what the table cannot. Three kinds come up constantly: a footnote saying a price is a weighted average of several fills within a stated range, a footnote saying who holds the shares when the ownership is indirect, and a footnote about a trading plan.

Since the SEC's 2022 amendments to Rule 10b5-1, Form 4 also has a checkbox that a filer ticks if a transaction was made under a contract, instruction or written plan intended to satisfy the rule's affirmative defense. The SEC fact sheet on the amendments describes the checkbox, and General Instruction 10 of the form asks filers to give the plan's adoption date in the explanation of responses.

A real example

On 23 January 2026 NVIDIA Corporation's Form 4 for an executive vice president, Ajay K. Puri, was filed. The filing is on EDGAR. Reading it in four passes:

1. Who. Ajay K. Puri, an officer (EVP, Worldwide Field Ops) of NVIDIA, ticker NVDA.
2. Table I. One transaction row: common stock, code S, transaction date 21 January 2026, 200,000 shares disposed of at a price of 180.0358, with 3,618,547 shares owned afterwards, held indirectly. The same table lists 556,232 shares held directly and 46,360 shares held by a children's trust; those are holdings, not trades.
3. Table II. Empty.
4. Footnotes and box. The Rule 10b5-1 box is ticked. One footnote says the sale was made under a plan adopted on 19 September 2025. Another says the price is a weighted average and the shares sold at prices from $180.000 to $180.170. Another says the indirect shares are held by a revocable trust of which the filer is trustee.

The sale was on a Wednesday and the form was filed on the Friday, which is the two-business-day deadline. The plan was adopted 124 days before the sale.

What a Form 4 does not tell you

It does not say why the insider traded. The SEC's own bulletin notes that insiders may sell company securities for any number of reasons, including liquidity and diversification. It does not show trades made by someone who is not an insider, and it is not a forecast of anything. It also arrives after the fact: the trade is at least a day old and up to two business days old when the form is filed.

Treat the form as a record. Check the code, the date, the footnotes and the box, and keep what the form states apart from what you might infer.

Where to find them

Every Form 4 is public on SEC EDGAR. OQRO reads them as they are filed and links each disclosure to its filing; the guide on what a Form 4 is lists the rule and the fields, and the one on open-market purchases explains the code that most readers care about.