What Is SEC Form 4? Who Files It, What It Shows and When
SEC Form 4 is the report a company insider — an officer, a director or an owner of more than 10% of the company’s shares — must file when they buy, sell or otherwise change their holdings of the company’s stock. It is due before the end of the second business day after the trade and becomes public on SEC EDGAR.
Key takeaways
- Who: officers, directors and beneficial owners of more than 10% of a class of the company’s registered equity securities.
- What: each change in holdings, with a transaction code, the number of shares, the price and the holdings after the trade.
- When: before the end of the second business day after the trade.
- Where: free on SEC EDGAR shortly after it is filed.
Why Form 4 exists
Section 16 of the Securities Exchange Act of 1934 requires company insiders to report their holdings and trades publicly, so other investors can see when the people who run a company buy or sell its stock. The two-business-day deadline dates from the Sarbanes-Oxley Act of 2002; before that, insiders generally had until the tenth day of the month after the trade.
Who has to file a Form 4?
- Officers: the CEO, CFO, principal accounting officer and other executives who make policy for the company. A job title alone does not decide it.
- Directors: every member of the board.
- 10% owners: anyone who beneficially owns more than 10% of a class of the company’s registered equity securities, including investment funds.
Each insider files a separate Form 4 for each company in which they trade.
Forms 3, 4 and 5: what’s the difference?
| Form | When it is filed | What it reports |
|---|---|---|
| Form 3 | Within 10 days of becoming an insider | The insider’s starting holdings |
| Form 4 | Before the end of the second business day after a trade | Each change in holdings |
| Form 5 | Within 45 days after the company’s fiscal year ends | Transactions that were exempt from Form 4 or were not reported earlier, such as certain small purchases |
Swipe the table to see all columns.
What does a Form 4 show?
A Form 4 has two tables. Table I lists trades in ordinary shares; Table II lists options, warrants and other derivative securities. For each trade in Table I you will find:
| Field | What it means |
|---|---|
| Transaction date | The day the trade was executed. |
| Transaction code | A letter that says what kind of trade it was, such as P (purchase) or S (sale). See all the codes. |
| Amount | The number of shares, marked (A) if acquired or (D) if disposed of. |
| Price | The price per share. When there were several trades, often a weighted average explained in a footnote. |
| Amount owned after | The insider’s holdings after the trade. |
| Ownership form | D for direct ownership or I for indirect, such as shares held by a trust or a family member. |
Swipe the table to see all columns.
Since April 1, 2023, Form 4 also has a checkbox that shows whether a trade was made under a Rule 10b5-1 trading plan, and gifts of shares must be reported on Form 4 as well.
How to read a Form 4 in five steps
- Check who filed it and their relationship to the company: director, officer (with title) or 10% owner.
- Read the transaction code. Only P is a purchase on the market or from another person; A, M and F are not buys or sells in the usual sense.
- Compare the two dates: the transaction date and the filing date.
- Look at the size of the trade against the holdings after it.
- Read the footnotes. They explain average prices, indirect holdings and plans.
Where to find Form 4 filings
All Form 4 filings are free on SEC EDGAR: search for a company or insider and filter by form type “4”. Many companies also post them on their investor relations website. Our methodology explains how InsiderHound turns these filings into reports.
What Form 4 can’t tell you
A Form 4 shows what an insider did, not why. Insiders sell for many personal reasons, such as taxes or diversification, and a purchase does not mean the stock will rise.
Sources: SEC Investor Bulletin: Insider Transactions and Forms 3, 4, and 5; SEC Form 4 General Instructions; SEC fact sheet on the 2022 Rule 10b5-1 amendments (accessed November 9, 2026). Educational content, not investment advice.