Free Form 4 tool · primary-source mechanics

Form 4 Filing Reality Check

Decode the transaction code before interpreting the headline. The Filing Reality Check explains what a Form 4 code mechanically reports, what it does not prove, and which filing details deserve a closer look.

Quick lookup

Which code is on the filing?

Enter one letter. Uppercase, lowercase, and surrounding spaces are accepted.

Seven reviewed entries

Form 4 code quick lookup

These are the seven codes covered in V1.0. Each focused page preserves the official definition while separating mechanics from interpretation.

Code P

Open-market or private purchase

A/D context
Usually reported as an acquisition (A). Confirm the marker, security, price, ownership form, and holdings after the transaction.
Plain English
The reporting person bought a security in an open-market or private transaction.
Common misread
Every acquisition represents a purchase.
Decode Form 4 code P
Code S

Open-market or private sale

A/D context
Normally reported as a disposition (D). Verify the sold amount, execution price, ownership form, plan disclosure, and holdings after the sale.
Plain English
The reporting person sold a security in an open-market or private transaction.
Common misread
Every sale reveals one specific motive.
Decode Form 4 code S
Code A

Rule 16b-3 grant, award, or acquisition

A/D context
Typically an acquisition (A). The plan, security title, price, vesting terms, and explanatory text identify the specific award or covered acquisition.
Plain English
The reporting person received a grant, award, or another acquisition covered by Rule 16b-3(d).
Common misread
An award is equivalent to buying at the market price.
Decode Form 4 code A
Code M

Rule 16b-3 derivative exercise or conversion

A/D context
The derivative is reported as disposed in Table II; the underlying security may be acquired or reflected in Table I. Read both tables as one sequence.
Plain English
An option or another derivative security was exercised or converted under Rule 16b-3.
Common misread
An exercise is new open-market buying.
Decode Form 4 code M
Code F

Exercise-price or tax-liability payment

A/D context
Generally shown as a disposition (D) to the issuer. The explanation or surrounding event must identify whether the covered obligation was an exercise price or tax liability.
Plain English
Securities were delivered or withheld to pay an exercise price or tax liability in a covered Rule 16b-3 event.
Common misread
Every code-F row is an open-market sale—or always tax withholding.
Decode Form 4 code F
Code G

Bona fide gift

A/D context
Can be an acquisition or disposition depending on the reporting person’s side of the gift. Direction identifies transfer side—not market sale status.
Plain English
Securities moved as a bona fide gift rather than through a purchase or sale.
Common misread
A disposed gift was sold in the market.
Decode Form 4 code G
Code J

Other acquisition or disposition

A/D context
May be acquired (A) or disposed (D). The marker supplies direction; the required description supplies the transaction’s specific character.
Plain English
The filer used the catch-all code because no listed transaction code specifically described the event.
Common misread
Other means suspicious—or safe to ignore.
Decode Form 4 code J
Direction is not character

Why transaction codes matter

01

Acquired is not always purchased

Grants, exercises, gifts, and other transfers can increase reported holdings without a code-P market purchase.

02

Disposed is not always sold

Issuer withholding, gifts, derivative conversion, and specialized transfers can reduce a row without a code-S sale.

03

Several rows can describe one event

Join dates, security types, ownership form, related tables, and footnotes before turning rows into a single description.

Read every code with its A/D indicator, security type, ownership form, footnotes, and related rows. The code begins the analysis; it does not finish it.

Common combinations

Event shapes you may see

  1. P

    Purchase

    A market or private purchase; then test amount, price, role, timing, and holdings.

  2. S

    Sale

    A market or private sale; plan status and holdings after help frame the event.

  3. M + F

    Exercise plus withholding

    Underlying shares arrive through an exercise while securities settle an exercise price or tax obligation.

  4. M + S

    Exercise plus sale

    An exercise is followed by market selling; connect both rows before describing retention.

  5. A + F

    Award plus withholding

    Compensation shares are acquired and some securities may be withheld for a covered obligation.

  6. G

    Gift transfer

    The A/D marker identifies the reporting person’s side; disposed does not turn a gift into a sale.

  7. J

    Other event

    The explanation of responses is essential because J has no single universal economic meaning.

Worked classification

TSLA: one exercise, connected rows

M

Exercise

The June 2026 Form 4 reported exercise of a derivative security under code M.

F

Net settlement

The issuer withheld shares to settle the exercise price under code F.

≠ S

No open-market sale

The filing expressly stated that no shares were sold in the open market.

This example explains transaction classification. It is not an investment view on Tesla or Elon Musk.

How this tool is built

Mechanics first, inference later

  1. 01

    Official definitions

    Code labels come from the current SEC Form 4 instructions.

  2. 02

    Primary examples

    Specific public examples are checked against the cited filing.

  3. 03

    No motive claim

    The tool explains what the filing reports, not why the reporting person acted.

  4. 04

    No verdict

    No code produces a recommendation, score, or directional conclusion.

  5. 05

    Curated V1.0

    No filing URL is fetched or decoded. Verify the official filing before relying on a description.

Questions readers ask

Form 4 decoder FAQ

What is a Form 4 transaction code?

It is the letter in a Form 4 transaction row that classifies the event under the SEC’s instructions. Read it with the acquired/disposed marker, security type, related rows, and footnotes.

Which code means an open-market purchase?

Code P covers an open-market or private purchase. An acquired marker without code P may instead describe an award, exercise, gift, or another event.

Is code F always an insider sale?

No. Code F can report securities delivered or withheld for an exercise price or tax liability. It is a disposition, but it is not automatically code-S market selling.

Is code M the same as insider buying?

No. Code M identifies exercise or conversion of a derivative security. It is not a code-P purchase at the current market price, even when underlying share ownership rises.

Can one Form 4 contain several transaction codes?

Yes. One underlying event can produce connected rows—for example an option exercise under M plus issuer withholding under F, or an exercise followed by a sale under S.

Does a code reveal why the insider acted?

No. A transaction code classifies mechanics. Plan disclosures, footnotes, ownership changes, timing, and other evidence may add context, but the letter alone does not establish motive.

Can I paste a filing URL?

Not in V1.0. This version provides curated lookup for seven transaction codes and does not accept or decode filing URLs or accession numbers.

Research with the mechanics intact

Carry source discipline into current-market research.

Buteon applies this source discipline continuously to current public-market intelligence. This free decoder remains useful whether or not you request access.

Buteon provides market data analysis and signal interpretation for informational and educational purposes. It is not a broker, custodian, or investment adviser, and this tool is not investment advice or a buy/sell recommendation. Always verify the official filing.