# SEC Form 4 transaction codes: what every letter means

*Every line on a Form 4 carries a single-letter code saying what kind of transaction it was. The letter is the most important thing on the row, and it is the thing most often skipped.*

The codes below are reproduced from the SEC's own Form 4 instructions — [General Instruction 8](https://www.sec.gov/files/form4.pdf), read 14 August 2026. This page states what each code **records**. What any particular filing means for a company is a separate question, and one the form itself does not answer.

## The six you will actually see

Across the filings behind our [insider filing pages](/insider-buying/), these six account for almost every row:

| Code | What it records |
|---|---|
| **P** | Open market or private **purchase** |
| **S** | Open market or private **sale** |
| **M** | **Exercise or conversion** of a derivative security — typically an option becoming stock |
| **F** | Securities delivered or withheld to pay the **exercise price or the tax** on a grant that vested |
| **A** | **Grant or award** of securities |
| **G** | **Bona fide gift** |

### Why M and F are not sales

This is the single most common misreading, and it is worth being precise about.

**M** is an option exercise. Shares are created from a derivative the person already held; nothing is sold on the open market by that code alone. **F** is the company withholding shares to cover the exercise price or the tax bill on vesting — the recipient does not choose the amount or the timing.

Both routinely dwarf the actual purchases and sales in share count. A tool that adds up "shares disposed" without reading the code will report an insider as having sold millions of dollars of stock when what happened was a grant vesting and the payroll tax being settled. Our pages label each code as what it is, and never aggregate across codes, precisely because that arithmetic produces a number that is not true of anything.

## The complete list

Straight from Instruction 8, grouped as the SEC groups them.

### General transaction codes

| Code | Definition |
|---|---|
| **P** | Open market or private purchase of non-derivative or derivative security |
| **S** | Open market or private sale of non-derivative or derivative security |
| **V** | Transaction voluntarily reported earlier than required |

### Rule 16b-3 transaction codes

| Code | Definition |
|---|---|
| **A** | Grant, award or other acquisition pursuant to Rule 16b-3(d) |
| **D** | Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) |
| **F** | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 |
| **I** | Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities |
| **M** | Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 |

### Derivative securities codes

*Except for transactions exempted pursuant to Rule 16b-3.*

| Code | Definition |
|---|---|
| **C** | Conversion of derivative security |
| **E** | Expiration of short derivative position |
| **H** | Expiration (or cancellation) of long derivative position with value received |
| **O** | Exercise of out-of-the-money derivative security |
| **X** | Exercise of in-the-money or at-the-money derivative security |

### Other Section 16(b) exempt transaction and small acquisition codes

| Code | Definition |
|---|---|
| **G** | Bona fide gift |
| **L** | Small acquisition under Rule 16a-6 |
| **W** | Acquisition or disposition by will or the laws of descent and distribution |
| **Z** | Deposit into or withdrawal from voting trust |

### Other transaction codes

| Code | Definition |
|---|---|
| **J** | Other acquisition or disposition (describe transaction) |
| **K** | Transaction in equity swap or instrument with similar characteristics |
| **U** | Disposition pursuant to a tender of shares in a change of control transaction |

## Three mechanics most explanations leave out

**1. V is not really a transaction code.** It goes in its own column to mark that a transaction was reported earlier than the deadline required. A row can carry V alongside its actual code.

**2. K combines with another code.** The instructions are explicit: where an equity swap is involved, K is used *in addition to* the code that best describes the transaction — so you will see compound codes written **`S/K`** or **`P/K`**. A parser that treats the code field as a single letter will mis-handle these.

**3. J means "read the footnote".** If a transaction is not specifically listed, the filer uses J and must describe it in the explanation of responses. A J row without its footnote is incomplete by design — the meaning is in the prose, not the code.

## The separate 10b5-1 checkbox

Form 4 also carries a checkbox, added under [General Instruction 10](https://www.sec.gov/files/form4.pdf), indicating whether a transaction was made under a **Rule 10b5-1(c)** trading plan — a contract or written instruction adopted in advance. The adoption date goes in the explanation of responses.

This matters when reading any sale: a sale executed under a plan adopted months earlier was scheduled before whatever is in today's news. The checkbox is where that is recorded, and it is a different field from the transaction code.

## Where to go next

For how these filings are read — including which interpretations hold up and which are folklore — see [what insider buying and selling actually signals](/learn/what-insider-trades-signal/). For the wider set of filings a company makes, see [filings and events that move a stock](/learn/filings-and-events-that-move-a-stock/).

To look up a specific company's recent Form 4s with each code already translated, use the [insider filing tracker](/insider-buying/).

Source: https://pipthebot.com/learn/form-4-transaction-codes/

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