SEC Form 4 is the ownership-change filing used by officers, directors, and 10% beneficial owners of U.S. public companies. When one of those reporting owners buys, sells, receives, or disposes of issuer securities, the Form 4 is the filing that tells the market what happened.
Who files Form 4?
Form 4 is filed by company insiders: executive officers, directors, and beneficial owners of more than 10% of a registered class of equity securities. A filing can include one reporting owner or multiple associated owners.
When is Form 4 due?
In most cases, the reporting person must file Form 4 by the end of the second business day after the transaction. Exceptions exist. Some exempt transactions can be reported later on Form 5. Do not treat a simple calendar-day count as a legal conclusion.
The transaction date and filing date answer different questions. The transaction date shows when the ownership event occurred. The filing date shows when the SEC received the report.
What information is inside a Form 4?
- Issuer name, ticker, and CIK
- Reporting owner name, address, and CIK
- Relationship to the issuer
- Transaction date
- Transaction code such as P, S, A, M, or F
- Acquisition or disposition status
- Shares, price, and reported value when available
- Direct or indirect ownership
- Holdings after the reported transaction
- Footnotes and explanations
- A Rule 10b5-1 checkbox and plan adoption date when applicable
Table I and Table II
Table I reports non-derivative securities. Common stock usually appears here. Table II reports derivative securities such as options, warrants, and convertible securities. One filing can contain rows in both tables.
Form 3, Form 4, and Form 5
Form 3 is the initial ownership report for a new reporting person. Form 4 reports most later changes. Form 5 is an annual report for specified transactions that were exempt from earlier Form 4 reporting or were not reported on time.
How to find a Form 4 in EDGAR
- Open the SEC EDGAR company search.
- Search with the company name, ticker, or CIK.
- Filter the filing type to 4. Use 4/A when you need amendments.
- Open the filing and select the ownership document.
- Check each transaction row, footnote, and explanation.
Why investors track Form 4 filings
Form 4 provides a public record of reported insider ownership changes. A code P purchase can show that an insider used funds to acquire securities. A code S sale needs more context. The sale can relate to diversification, liquidity, taxes, or a Rule 10b5-1 plan. These examples are possible explanations, not facts about a specific filing.
What Form 4 does not tell you
- The insider's reason for a trade, unless the filing explains it
- Whether the stock price will rise or fall
- The person's complete wealth or portfolio
- Whether all holdings have the same cost basis
- Whether a transaction is important without comparison to the remaining position
How The Insiders Post uses Form 4
The Insiders Post converts Form 4 rows into searchable company pages, insider profiles, rankings, and recent transaction feeds. Use these pages to find a filing. Then open the SEC source to verify the complete report.