What does code P mean on Form 4?
Code P means an open-market or private purchase of a non-derivative or derivative security. It is usually an acquisition, but the letter alone does not establish motive, materiality, independence, or what happens next.
What code P means
Open market or private purchase of non-derivative or derivative security
The reporting person bought a security in an open-market or private transaction.
- A general transaction code for a purchase made in the open market or through a private transaction.
- A classification that can apply to non-derivative securities, such as common stock, and derivative securities.
- A useful starting point for asking how much capital was committed and how ownership changed.
What code P does not mean
- Proof that the reporting person considered the security undervalued or acted for one specific reason.
- A guarantee that the amount was meaningful relative to wealth, compensation, or prior ownership.
- A forecast of price direction or a recommendation for another investor.
How code P appears on Form 4
In Table I or Table II, the transaction row carries code P and an acquired/disposed marker—normally A for a purchase.
The row identifies an amount and per-security price; weighted-average executions may be explained in a footnote.
The ownership column shows direct or indirect ownership, while the holdings column shows the reported amount after the transaction.
Common event shapes involving code P
A purchase row with no same-event offset
Begin with the reported price, size, ownership form, and holdings after; then inspect footnotes and nearby filings for context.
Executions split across days or price ranges
Keep each reported leg intact before calculating any total, and distinguish filing arithmetic from values stated by the filer.
A market purchase near compensation activity
The purchase does not turn nearby awards or withholding rows into corroborating purchases; each code retains its own character.
Common misreads
- Treating every acquired row as a purchase even when the actual code is A, M, G, or another acquisition category.
- Calling a joint filing an independent cluster without checking whether the reporting owners are related or control the same vehicle.
- Using the post-transaction holdings figure as though it were the number of shares purchased.
Questions to ask next
How much capital was committed, and is the amount meaningful relative to the person’s existing position?
Was ownership direct, indirect through a vehicle, or part of a joint filing?
Did the reporting person retain the acquired securities after all related rows?
Was this one isolated purchase or part of genuinely independent activity by other insiders?
Do financing, dilution, plan terms, or contradictory public evidence change the context?
Under Armour: three code-P purchase legs
V. Prem Watsa and Fairfax reported three acquisitions of Under Armour Class A shares over May 12–14, 2026. The filing classified each leg with code P and reported indirect ownership through Fairfax subsidiaries.
- The three rows totaled 1,178,344 shares; the total is calculated from the SEC-reported legs rather than copied from an aggregate field.
- The final row reported 44,179,216 shares beneficially owned after the transaction.
- Watsa and Fairfax were joint reporting owners, so the filing did not establish two independent purchasers.
Code P FAQ
Which Form 4 code means an open-market purchase?
Code P covers an open-market or private purchase. Read the security type and filing context because the official definition also covers derivative securities and private transactions.
Does code P prove the insider used personal cash?
The purchase row establishes the transaction classification, amount, and price fields. The filing may not fully explain financing or the reporting person’s broader economic circumstances, so avoid assumptions not stated in the document.
Is every Form 4 acquisition a code-P purchase?
No. Grants, exercises, gifts received, and other events can all be acquisitions. The transaction code distinguishes those mechanics.
Can several code-P rows be one purchase program?
They can represent executions across dates or price ranges. Match the dates, ownership, footnotes, and reporting people before describing them as one program or as independent decisions.
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.
- Official sourceInvestor.gov — Insider Transactions and Forms 3, 4, and 5 (opens in a new tab)
Official investor education covering who reports, when Form 4 is filed, and several frequently seen transaction codes.
- Primary filingSEC Form 4 — V. Prem Watsa and Fairfax, filed May 14, 2026 (opens in a new tab)
Primary filing for three code-P acquisitions of Under Armour Class A shares, their execution ranges, indirect ownership, and holdings after the final leg.
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 page is not investment advice or a buy/sell recommendation. Verify the official filing before relying on any transaction description.