SEC Form 4 Transaction Codes Explained (P, S, A, M, F, G and More)

The transaction code describes the reported event. It does not describe the insider's motive, and it is not the same as the acquisition/disposition flag or direct/indirect ownership code. Use SEC Form 4 Instruction 8 as the reference, then read the table, security title and footnotes attached to the row.

The purchase, sale and compensation codes

Code	Meaning	Reading check
P	Open-market or private purchase, including non-derivative or derivative securities	Check the table and security; P is broader than common-stock exchange buying
S	Open-market or private sale, including non-derivative or derivative securities	Read price, ownership and plan footnotes before interpreting timing
A	Grant, award or other acquisition under Rule 16b-3(d)	An acquisition under this code is not a P purchase
D	Disposition to the issuer under Rule 16b-3(e)	Do not confuse the transaction code with a D in another column
F	Delivery or withholding of securities for an exercise price or tax liability under Rule 16b-3	Footnotes identify the obligation; F is not an open-market sale
I	Discretionary transaction under Rule 16b-3(f)	This defined transaction category is not the indirect-ownership flag or a 10b5-1 designation
M	Exercise or conversion exempt under Rule 16b-3	Link derivative and underlying-security rows before counting shares

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The purchase, sale and compensation codes

Code

Meaning

Reading check

Open-market or private purchase, including non-derivative or derivative securities

Check the table and security; P is broader than common-stock exchange buying

Open-market or private sale, including non-derivative or derivative securities

Read price, ownership and plan footnotes before interpreting timing

Grant, award or other acquisition under Rule 16b-3(d)

An acquisition under this code is not a P purchase

Disposition to the issuer under Rule 16b-3(e)

Do not confuse the transaction code with a D in another column

Delivery or withholding of securities for an exercise price or tax liability under Rule 16b-3

Footnotes identify the obligation; F is not an open-market sale

Discretionary transaction under Rule 16b-3(f)

This defined transaction category is not the indirect-ownership flag or a 10b5-1 designation

Exercise or conversion exempt under Rule 16b-3

Link derivative and underlying-security rows before counting shares

Other derivative, transfer and reporting codes

Code	Meaning
C	Conversion of a derivative outside the Rule 16b-3 exempt category above
E	Expiration of a short derivative position
H	Expiration or cancellation of a long derivative position with value received
O	Exercise of an out-of-the-money derivative
X	Exercise of an at-the-money or in-the-money derivative
G	Bona fide gift
L	Small acquisition under Rule 16a-6
W	Acquisition or disposition through a will or inheritance law
Z	Deposit into or withdrawal from a voting trust
J	Other acquisition or disposition; the transaction must be explained
K	Equity swap or similar instrument; used in addition to the applicable transaction code
U	Share tender disposition in a change-of-control transaction
V	Voluntary early reporting, indicated in its separate column

Code

Meaning

Conversion of a derivative outside the Rule 16b-3 exempt category above

Expiration of a short derivative position

Expiration or cancellation of a long derivative position with value received

Exercise of an out-of-the-money derivative

Exercise of an at-the-money or in-the-money derivative

Bona fide gift

Small acquisition under Rule 16a-6

Acquisition or disposition through a will or inheritance law

Deposit into or withdrawal from a voting trust

Other acquisition or disposition; the transaction must be explained

Equity swap or similar instrument; used in addition to the applicable transaction code

Share tender disposition in a change-of-control transaction

Voluntary early reporting, indicated in its separate column

The derivative codes C, E, H, O and X above are the instruction's category for transactions other than those exempt under Rule 16b-3. K supplements the economic code, as in P/K or S/K. V describes reporting timing rather than a stand-alone purchase or sale. Keep these extra indicators if you export the filing to a spreadsheet.

Three different uses of A, D and I

Transaction A is an award or other specified acquisition. A beside the amount means the security was acquired, regardless of whether the transaction code is P, A or M. A P row with an A flag is still a purchase; it has not become an award.

Transaction D describes a specified disposition to the issuer. D beside the amount means disposed of, while D in the ownership column means direct ownership. Similarly, transaction I and ownership I have different meanings. Copy column labels along with values when taking notes; isolated letters lose their meaning.

A small example that catches a big classification error

Hypothetical rows: common stock, code A, amount 4,000, acquired A, price explained in a grant footnote; followed by common stock, code F, amount 1,200, disposed D, with a tax-withholding footnote. The net change from those two rows is 2,800 shares on the same ownership basis. There is no P purchase in this example, even though the insider owns more shares afterward.

Now replace the first row with P and a $20 cash price. The classification changes. The buyer's motive and plan status are still unknown. Read the plan disclosure separately; an absent plan marker cannot supply proof of discretionary timing.

The code is where the reading starts

Follow the real Form 4 walkthrough to see the columns together. For paired exercises and settlements, use the derivative guide. Practice on a document in recent filings, retaining the accession and footnotes alongside the code so the classification can be checked or revised if an amendment arrives.

This article is informational and is not investment advice.

Form 4 transaction codes: read the letter in the right column

The purchase, sale and compensation codes

Form 4 transaction codes: read the letter in the right column

The purchase, sale and compensation codes

Other derivative, transfer and reporting codes

Three different uses of A, D and I

A small example that catches a big classification error

The code is where the reading starts