How to Read a Form 4, Box by Box
By InsiderAlpha · Published · Updated
Written from SEC primary filings, with every rule cited inline. Editorial standards.
Every insider trade at a U.S. public company becomes a Form 4 within two business days, and every Form 4 has the same anatomy: a header that says who traded and what their relationship to the company is, Table I for common-stock transactions, Table II for options and other derivatives, and footnotes where the interesting caveats hide. Once you can read those four parts, no filing takes more than a minute to parse.
This guide follows the boxes as they are laid out on the SEC's blank Form 4, and then reads a real filing from EDGAR line by line. If you have a filing open in another tab, the section headings below map to what is in front of you.
The header: who, where, and in what capacity
The top of the form identifies the reporting person, the issuer and its ticker, and the date of the earliest transaction being reported. The most important header element is the relationship checkbox group: Director, Officer (give title below), 10% Owner, and Other. This is where the signal quality starts - a CFO's open-market buy means something different from a passive fund crossing a threshold, and the checkboxes are how you tell them apart.
The checkboxes are not exclusive, and this trips people up constantly. A CEO who also sits on the board has both Director and Officer checked. Read all four boxes, not the first one that is ticked.
Since the amendments adopted in Release 33-11138, "Insider Trading Arrangements and Related Disclosures", the form also carries a dedicated checkbox indicating the trade was made under a pre-scheduled Rule 10b5-1 plan, with the plan's adoption date noted in the "Explanation of Responses." Checked means the timing was decided months earlier and carries little information; unchecked means the insider chose this week to act.
Table I: non-derivative securities
Table I ("Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned") is where ordinary share transactions live. Reading left to right:
- Title of security - usually common stock.
- Transaction date - when the trade executed, not when it was filed.
- Transaction code - the single letter that determines whether the row matters: P (open-market purchase), S (sale), A (award), M (option exercise), F (tax withholding), G (gift). See the full code guide.
- Amount, with an (A) or (D) flag - shares acquired or disposed of.
- Price - often a weighted average across multiple executions, detailed in a footnote.
- Shares owned after the transaction - the insider's resulting position, which lets you judge how meaningful the trade is relative to what they hold.
- Ownership form: D or I - direct (their own account) or indirect, with the nature of indirect ownership spelled out ("By Spouse," "By Family Trust," "By LLC").
Table II: derivative securities
Table II covers options, warrants, RSUs, and convertibles - instruments whose value derives from the underlying stock. It adds columns for the exercise price, exercise/expiration dates, and the number of underlying shares. An option exercise typically produces rows in both tables: code M in Table II as the option is used up, and a matching acquisition of common stock in Table I. That is compensation mechanics, not conviction - the distinction our guide to open-market vs derivative transactions covers in depth.
The footnotes: where the caveats live
Footnotes carry the qualifications that change how a row should be read: weighted-average price ranges, shares held through entities, 10b5-1 plan adoption dates, and post-transaction reclassifications. Skimming a Form 4 without the footnotes is how a routine tax-withholding disposal gets misread as a bearish sale.
A real example, read cold
Here is a filing you can open beside this page. On July 21, 2026, Conagra Brands (CAG) filed a Form 4 for John P. Brase: accession 0001807641-26-000007, which EDGAR serves as a filing index, a rendered document and the raw XML underneath it.
The header shows both the Director and the Officer box checked, with the title "President and CEO," and the 10b5-1 checkbox unchecked. Table I shows code P dated July 17: 35,000 shares acquired (A) at a weighted average of $14.5895, which is roughly $511,000 at market. Shares owned after: 35,000, held directly (D). Table II is empty.
| Field | On the filing |
|---|---|
| Issuer / ticker | Conagra Brands / CAG |
| Reporting person | John P. Brase, President and CEO (Director and Officer boxes checked) |
| Transaction code | P - open-market purchase |
| Transaction date | 2026-07-17 (filed 2026-07-21) |
| Shares / price | 35,000 (A) at $14.5895 weighted average |
| Approximate value | $511,000 |
| Owned after / form | 35,000, Direct (D) |
| 10b5-1 checkbox | Unchecked - discretionary timing |
Reading it: the person at the top of the company put half a million dollars of his own cash into the stock at market prices, discretionarily, and the position equals his entire direct common-stock holding, so this is a first open-market purchase rather than an addition. That is the highest-information pattern a Form 4 can show, which is why role, size, and discretionary timing are exactly the inputs insider-buying analysis weights.
Three details on that filing you would miss at a glance
The deadline was met on the last possible day. July 17, 2026 was a Friday. Business day one was Monday the 20th, business day two was Tuesday the 21st, and the signature is dated the 21st. The two-business-day clock set by Release 34-46421, "Ownership Reports and Trading by Officers, Directors and Principal Security Holders" is counted from the transaction date, not from the day the paperwork reached the lawyers, and filings routinely land against the buzzer like this one.
The footnote contradicts the transaction. Footnote 1 reads "Price reflects the weighted average sale price for multiple transactions with prices ranging from $14.575 to $14.59 per share" on a row coded P, an acquisition. That is a filing agent's boilerplate template, not a disguised sale, and the substance is elsewhere in the same sentence: the $14.5895 headline price is an average across executions in a narrow band, and the reporting person undertakes to provide the full breakdown on request. Read footnotes for the numbers they add, and expect the prose around them to be recycled.
The insider did not sign it. The signature block reads "/s/ McLaurin Hill Files, Attorney-in-Fact." Almost all Form 4s are filed by the company's legal team under a standing power of attorney. This is normal and says nothing about the trade, but it does explain why filings for several officers at one company appear within seconds of each other: one person submitted them all.
The raw XML, for anyone parsing it
Every Form 4 on EDGAR has a machine-readable XML document behind the rendered page, and the element names map cleanly onto the boxes above. The ones that carry the meaning:
| Element | Box it corresponds to |
|---|---|
periodOfReport |
Date of earliest transaction reported |
isDirector, isOfficer,
isTenPercentOwner, isOther |
The four relationship checkboxes, each independently true or false |
aff10b5One |
The Rule 10b5-1 checkbox: 1 for a plan trade, 0 for discretionary |
transactionCode |
Table I / II transaction code column |
transactionAcquiredDisposedCode |
The (A) or (D) flag beside the share count |
sharesOwnedFollowingTransaction |
Shares owned after the reported transaction |
directOrIndirectOwnership and
natureOfOwnership |
The D or I column, and the explanation of indirect holdings |
Two parsing traps. transactionPricePerShare can be zero and
still be correct: an award or an option conversion has no cash price. And a
single filing can carry several nonDerivativeTransaction blocks
for the same day, so the last sharesOwnedFollowingTransaction in
document order is the running total, not the sum of the rows above it. Never
compute a transaction's value by multiplying your own share and price columns
when the filing states an amount.
Five mistakes that survive a quick read
- Reading the filing date as the trade date. They can be four calendar days apart, which matters when the stock moved in between.
- Counting a code M row as a purchase. An option exercise acquires shares without an open-market decision behind it.
- Counting a code F row as a sale. Shares withheld for tax are not an exit.
- Ignoring the D or I column. An insider with a small direct holding may own far more through a trust or an LLC, and the "shares owned after" figure on a direct row says nothing about it.
- Treating multiple filings as multiple trades. One economic transaction can generate several filings, which is what the next section is about.
Amendments and duplicates
A corrected filing appears as Form 4/A next to the original, and one economic trade can generate several filings when multiple reporting persons (a fund, its adviser, its managing partner) each have a reporting obligation. In our data, well over half of raw Form 4 filings are duplicates or restatements of another filing. EDGAR shows you all of them; InsiderAlpha deduplicates them into one primary filing per trade before anything is scored.
Browse live Form 4 filings → · Every transaction code explained →
This article is informational and is not investment advice.