Buteon
Form 4 code S · Open-market or private sale

What does code S mean on Form 4?

Code S means an open-market or private sale of a non-derivative or derivative security. It identifies a sale, but it does not state why the person sold or whether the timing expressed a current view.

A/D contextNormally reported as a disposition (D). Verify the sold amount, execution price, ownership form, plan disclosure, and holdings after the sale.
By Buteon Research6 min readPublished Last reviewed
Official definition → plain English

What code S means

Official Form 4 label
Open market or private sale of non-derivative or derivative security
Plain-English meaning

The reporting person sold a security in an open-market or private transaction.

  • The general code for a market-facing or private sale of an issuer security.
  • A disposition that can stand alone or form one leg of a larger exercise-and-sell sequence.
  • A reason to inspect plan disclosures, footnotes, execution ranges, and post-sale ownership.
Boundary check

What code S does not mean

  • A statement that the seller lost confidence, expected a decline, or exited the entire position.
  • A label for every disposition; code F, G, D, and other codes describe different transfers.
  • Enough information to compare a scheduled sale with a discretionary sale without further review.
Read the row in context

How code S appears on Form 4

  1. A sale row generally shows code S with a D marker, the quantity sold, and a per-security price.

  2. A weighted-average price can cover multiple executions; the filing may disclose ranges in explanatory text.

  3. The Rule 10b5-1 checkbox and adoption-date explanation can identify a transaction made under an intended affirmative-defense plan.

Connected rows

Common event shapes involving code S

S alone

A standalone reported sale

Inspect execution detail, ownership after the sale, the plan indication, prior activity, and any footnote that explains the row.

M + S

An exercise followed by selling

The M leg remains an exercise and the S leg remains a sale; compare the gross acquisition with the amount sold and final holdings.

S + G

A sale and a separate gift on one filing

Do not combine the gift shares with the sold shares. Consideration, code, and transfer purpose are reported separately.

Reality check

Common misreads

  • Equating the word disposed with code-S selling when the actual row is a gift or issuer withholding.
  • Ignoring a disclosed plan adopted months before execution and describing the sale as a same-day decision.
  • Reading an exercise-linked sale without comparing the shares acquired, sold, withheld, and retained.
Before interpretation

Questions to ask next

  1. Was the Rule 10b5-1 indicator checked, and when was any disclosed plan adopted?

  2. Did a code-M exercise or other acquisition occur in the same sequence?

  3. How much of the reported position remained after the sale?

  4. Was ownership direct, through a trust, or through another indirect vehicle?

  5. Do the footnotes describe weighted-average executions, automatic terms, or another constraint?

Primary filing checked

AMD: a planned sale beside a separate gift

Lisa Su’s June 2026 Form 4 reported code-S sales totaling 125,000 shares and separately reported a 30,000-share code-G gift. The plan footnote identified a September 9, 2025 adoption date.

  • The 125,000-share sale was split across multiple weighted-average price rows rather than presented at one blended price.
  • The filing checked the Rule 10b5-1 indicator and supplied the earlier adoption date.
  • The code-G transfer remained a distinct gift and was not added to the sale total.
SEC Form 4 — Lisa T. Su, filed June 12, 2026Read the related Case File
Questions readers ask

Code S FAQ

Does code S always mean shares were sold in the public market?

The official label covers open-market or private sales. The code confirms a sale, while the filing’s price, ownership, plan, and footnote fields identify the surrounding mechanics.

Does a code-S sale disclose motive?

No. Form 4 records the transaction. A plan or footnote can explain mechanics, but the code itself does not establish the seller’s reasoning.

How is code S different from code F?

S is the general sale code. F covers payment of an exercise price or tax liability by delivering or withholding securities in the Rule 16b-3 setting.

What should I check after a code-S transaction?

Check the plan indicator and adoption date, related exercise rows, execution ranges, direct or indirect ownership, and holdings after the sale.

Source desk

Official sources

Definitions follow the current official Form 4 instructions. Filing examples link to the primary document, not a mirror or third-party summary.

  1. Official sourceSEC — Form 4 and General Instructions (March 2026)

    Instruction 8 supplies the official transaction-code labels; Instructions 4 and 6 explain separate rows, table placement, ownership, and explanatory footnotes.

  2. Official sourceInvestor.gov — Insider Transactions and Forms 3, 4, and 5

    Official investor education covering who reports, when Form 4 is filed, and several frequently seen transaction codes.

  3. Primary filingSEC Form 4 — Lisa T. Su, filed June 12, 2026

    Primary filing for the 27 weighted-average code-S sale rows, disclosed Rule 10b5-1 adoption date, and a separate code-G gift.

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.

Request accessEnter app · invited users

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.