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# How To Read A Form 4 SEC Filing, Box By Box
- URL: https://www.bullished.co/learn/how-to-read-form-4-sec-filing/
- Published: 2026-10-28T15:03:04.000Z
- Updated: 2026-10-28T15:03:04.000Z
- Description: Every part of a Form 4 explained, and how to separate genuine insider buying from option exercises, merger cash-outs and fee shares.
- Author: Matteo Parrino
- Tags: Learn, #learn

Key takeaways

- A Form 4 is the report that a company's officers, directors and large shareholders file with the SEC to disclose a change in their holdings of the company's stock.
- The first question to answer is whether the trade happened on the open market; the transaction code in Table I or Table II tells you, with P meaning a purchase on an exchange or from another person and S meaning a sale.
- Many filings that look like big sales or purchases are paperwork: merger conversions, option exercises, tax withholding and shares paid in place of fees.
- Always check the price, the shares owned after the transaction and the footnotes before drawing any conclusion.

## How to read a Form 4: the short answer

Read a Form 4 in this order: who filed and how they relate to the company, which table the trade sits in, the transaction code, the price and share count, the holdings afterward, and the footnotes. The code is the key, because it says whether the insider actually bought or sold stock in the market or simply received, exercised or surrendered shares.

The SEC's [investor bulletin on Forms 3, 4 and 5](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins-69?ref=bullished.co) explains who must report. You can see the blank layout in the [official Form 4](https://www.sec.gov/about/forms/form4.pdf?ref=bullished.co).

## What a Form 4 is and where to find one

Form 4 is the statement of changes in beneficial ownership. Insiders file it when their holdings change. Every filing is public on the SEC's [EDGAR search](https://www.sec.gov/edgar/search/?ref=bullished.co), where you can look up a company or a person and filter for ownership filings.

A related Form 3 is the first report when someone becomes an insider. A Form 4 reports later changes.

## Boxes 1 to 6: who filed and their relationship to the company

The top of the form names the reporting person, the company and its ticker, and the date of the earliest transaction reported. Box 5 shows the relationship: director, officer (with a title), 10% owner or other. Box 6 shows whether one person or a group filed.

Why it matters: a CEO's trade and a director's trade are different signals from a fund's trade. Group filings can also list several entities, as in the Blackstone example below. There is also a checkbox for trades made under a pre-scheduled trading plan, covered in the FAQ.

## Table I and Table II: stock versus options

Table I covers non-derivative securities, meaning ordinary shares. Table II covers derivatives such as options and similar rights. An option exercise usually appears in both tables: the option disappears from Table II and the shares arrive in Table I.

For each row, note the date, the transaction code, the number of shares, whether they were acquired or disposed of, the price, and the amount owned after the transaction. Also check whether ownership is direct or held indirectly through a trust or entity.

## Transaction codes, kept short

The code is a single letter. P is a purchase on an exchange or from another person, and S is a sale. Other common letters: M for exercising or converting an option, F for using company shares to pay an exercise price or tax, D for handing shares back to the company, A for a grant from the company, and G for a gift. J is "other" and comes with a footnote. The SEC's bulletin lists these. Our separate guide on Form 4 transaction codes covers the full set.

## Price, shares owned after, and footnotes

A price of zero or a round figure can mean a grant or award, not a trade. An average price with a footnote giving a range means the insider's orders filled at several prices. The "owned following" column tells you whether the insider still has a stake. Footnotes are where filers explain conversions, withholding, plans and indirect holdings, so read them before the numbers.

## Merger cash-out

Mergers can make a filing resemble a huge sale. [Arcosa's CEO cashed out 667,240 shares](https://www.bullished.co/arcosa-ceo-antonio-carrillo-cashes-out-667-240-shares-at-150-00-in-crh-merger-4df47eab/) at $150.00 each in the CRH merger. After his performance units vested and turned into cash, the filing shows nothing left in his direct holding. That is a conversion at a deal price, not someone choosing to sell on an exchange.

## Option exercise and sale

One executive's rows can form a chain. [Travelers CEO Alan Schnitzer's $35.3 million sale](https://www.bullished.co/travelers-ceo-schnitzer-cashes-out-35-3-million-after-option-exercise-279144c0/) came alongside his exercise of options on 298,368 shares, struck at $132.58\. Tax withholding took 209,468 of the resulting shares at $397.62 a share, and he sold 88,900 at an average of $396.77\. The sale was a real open-market sale, but it sits inside a sequence of routine steps, and the filing lists the price range of the fills, from $394.80 to $398.20.

## Shares in place of fees

Holdings can rise without any cash changing hands. [Sternlicht received 343,746 Starwood REIT shares](https://www.bullished.co/sternlicht-receives-343-746-starwood-reit-shares-in-place-of-cash-fees-8e18f5df/) in place of cash fees. After the grant his reported indirect holding was 7,842,755 shares, of which he holds 4,808,086 as described in the filing. The shares reflect compensation paid in stock, so they say little about a decision to put new money in.

## Repeat purchases

The clean case is code P, a stated price and the filer's own money. [Blackstone-managed funds tied to Schwarzman bought 104,054.449 shares](https://www.bullished.co/blackstone-entities-tied-to-schwarzman-buy-2-7-million-of-credit-fund-shares-a-third-aea5ca46/) of a credit fund for about $2.7 million, paying $26.20 a share across two lots of 76,335.878 and 27,718.571 shares. The filing group reports 27,657,226.396 shares, so the purchase equals 0.38% of that. Earlier buys added 464,337.047 shares for $12.1 million. Repetition and size relative to existing holdings are what separate this from a one-off, though a filing alone does not tell you why anyone bought.

## Checklist for telling insider buying from routine paperwork

- Who filed, and in what role?
- Is the code P (open-market purchase) or something else such as M, F, A or D?
- Is the price a market price or a deal, award or exercise price?
- Do the shares owned after the trade show a real change in the stake?
- Do the footnotes mention a merger, withholding, a plan or an indirect holding?
- Is this a single event or a repeat of earlier purchases?

## Frequently asked questions

### What does it mean when insiders buy stock?

It means an officer, director or large holder reported buying shares, ideally on the open market with code P. It is a fact about what that person did, not a prediction, and you should confirm it was a real purchase rather than a grant or exercise.

### Why do insiders sell?

A filing alone usually does not say. Sales can be tied to option exercises, taxes or pre-scheduled plans, so check the footnotes and the surrounding rows before reading anything into one.

### What is a 10b5-1 plan?

It is a pre-scheduled trading plan an insider sets up in advance. Form 4 has a checkbox showing that a trade was made under one.

### How fast is a Form 4 filed?

Insiders file after the trade, and the form is public on EDGAR once filed. The SEC's bulletin and the form's instructions set the exact deadline, which you should check there.

## How this analysis was done

This guide is based on the SEC's Form 4 and its investor bulletin, plus four Bullished stories on recent Form 4 filings: a merger conversion, an option exercise and sale, a payment of fees in shares, and repeat purchases by a Blackstone-managed group. Each example was chosen to show one way a filing can differ from a simple purchase or sale, and every figure comes from the filings as our stories reported them.

Want to know the moment a company you own files one of these? [Set up free company alerts →](https://www.bullished.co/alerts/)

### Sources

- [Updated Investor Bulletin: Insider Transactions and Forms 3, 4, and 5 | Investor.gov](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins-69?ref=bullished.co) — investor.gov
- [Form 4](https://www.sec.gov/about/forms/form4.pdf?ref=bullished.co) — sec.gov
- [EDGAR full-text search](https://www.sec.gov/edgar/search/?ref=bullished.co) — U.S. Securities and Exchange Commission
- [Arcosa CEO Antonio Carrillo Cashes Out 667,240 Shares At $150.00 In CRH Merger](https://www.bullished.co/arcosa-ceo-antonio-carrillo-cashes-out-667-240-shares-at-150-00-in-crh-merger-4df47eab/) — Bullished
- [Travelers CEO Schnitzer Cashes Out $35.3 Million After Option Exercise](https://www.bullished.co/travelers-ceo-schnitzer-cashes-out-35-3-million-after-option-exercise-279144c0/) — Bullished
- [Sternlicht Receives 343,746 Starwood REIT Shares In Place Of Cash Fees](https://www.bullished.co/sternlicht-receives-343-746-starwood-reit-shares-in-place-of-cash-fees-8e18f5df/) — Bullished
- [Blackstone Entities Tied To Schwarzman Buy $2.7 Million Of Credit Fund Shares, A Third Purchase Since July 25](https://www.bullished.co/blackstone-entities-tied-to-schwarzman-buy-2-7-million-of-credit-fund-shares-a-third-aea5ca46/) — Bullished

*Bullished Learn guides explain how filings and markets work. They are education, not investment advice: nothing here is a recommendation to buy or sell any security.*