What does code F mean on Form 4?
Code F records payment of an exercise price or tax liability by delivering or withholding securities incident to receipt, exercise, or vesting under Rule 16b-3. It is a disposition, but it is not automatically an open-market sale and does not identify the obligation by itself.
What code F means
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
Securities were delivered or withheld to pay an exercise price or tax liability in a covered Rule 16b-3 event.
- An issuer-facing Rule 16b-3 disposition used to satisfy one of two covered obligations: an exercise price or tax liability.
- A mechanical leg that can accompany an option exercise, award receipt, vesting event, or related security acquisition.
- A code whose amount and price fields still require the same row-by-row discipline as any other Form 4 entry.
What code F does not mean
- A code-S open-market or private sale simply because the row is marked disposed and carries a price.
- Always tax withholding; the Tesla filing, for example, expressly ties F to exercise-price settlement.
- Enough evidence to say the disposition has one directional meaning across all compensation events.
How code F appears on Form 4
The reported row commonly shows a D marker, code F, the number of securities delivered or withheld, and a price field.
A related A, M, C, or vesting row can identify the security event that generated the covered obligation.
The Explanation of Responses may name taxes, an exercise price, net settlement, or another precise implementation detail supported by the form.
Common event shapes involving code F
Exercise with exercise-price or tax settlement
Join Table II and Table I, then use the explanation to determine which covered obligation the issuer-facing disposition satisfied.
Award-related acquisition and disposition
The A leg remains an award or other acquisition; the F leg remains a separate payment mechanism rather than market selling.
Vesting or conversion mechanics with taxes identified
In an explained filing, the conversion/settlement row and tax-withholding row can describe one compensation event across separate lines.
Common misreads
- Calling a priced code-F disposition a market sale without finding any code S.
- Describing all F rows as taxes because tax withholding is common in compensation filings.
- Looking at the withheld shares alone while omitting the larger acquisition or exercise to which they belong.
Questions to ask next
What receipt, exercise, conversion, or vesting event sits beside the F row?
Does the filing explicitly name an exercise price, tax liability, or neither?
Were the securities withheld by the issuer or delivered by the reporting person?
Is there any separate code-S row showing an actual market or private sale?
What were the final holdings after the acquisition and disposition legs were both recorded?
Tesla: F paid the exercise price, not taxes
Tesla’s filing states that shares were withheld in net share settlement of the exercise price for Musk’s option exercise. That filing-specific explanation prevents a generic tax-withholding label.
- The code-F row reported 17,531,857 shares disposed to the issuer at $404.66.
- A code-M exercise of 303,960,630 underlying shares appeared in the same integrated transaction.
- A separate Alphabet filing demonstrates the other branch: its explanation says code-F shares were withheld for tax obligations.
Code F FAQ
Is code F always an insider sale?
It is a disposition, but not code-S market selling. F covers securities delivered or withheld to pay an exercise price or tax liability in the applicable Rule 16b-3 event.
Does code F always mean tax withholding?
No. The official definition includes both an exercise price and a tax liability. The explanation and surrounding rows determine which one applied.
Why can code F have a price?
The form reports a per-security price for the issuer-facing disposition. A price field does not turn the event into an open-market sale.
How should I read code F with code M?
Treat M as the derivative exercise and F as the delivery or withholding leg. Join their dates, securities, quantities, and explanation before describing the net result.
Official sources
Definitions follow the current official Form 4 instructions. Filing examples link to the primary document, not a mirror or third-party summary.
- Official sourceSEC — Form 4 and General Instructions (March 2026) (opens in a new tab)
Instruction 8 supplies the official transaction-code labels; Instructions 4 and 6 explain separate rows, table placement, ownership, and explanatory footnotes.
- Primary filingSEC Form 4 — Elon Musk, filed June 17, 2026 (opens in a new tab)
Primary filing for the code-M option exercise, code-F exercise-price settlement, restricted-share terms, and explicit statement that no open-market sales occurred.
- Primary filingSEC Form 4 — John Kent Walker, filed April 28, 2026 (opens in a new tab)
Primary filing whose explanation identifies code-F shares as withheld to satisfy tax-withholding obligations after GSU settlement.
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Buteon provides market data analysis and signal interpretation for informational and educational purposes. It is not a broker, custodian, or investment adviser, and this page is not investment advice or a buy/sell recommendation. Verify the official filing before relying on any transaction description.