Glossary / Disclosure & flow

SEC Form 4

Also called: Form 4 · insider transaction · insider buying

Form 4 is the filing corporate insiders submit to the SEC to report transactions in their own company's securities. Insiders for this purpose are officers, directors, and holders of more than ten percent of a registered class of shares.

How it is measured

Each filing states the transaction date, the type of transaction by code, the number of shares, the price, and the resulting holding. It is due within two business days of the transaction. Aggregating filings across a window and netting purchases against sales by value is the standard way to summarise insider activity for a company.

Why it matters

Form 4 is one of the few genuinely non-public-until-filed disclosures available to retail traders, and it reports completed transactions rather than opinions. The interpretation problem is that many filings carry no view at all: sales scheduled months ahead under a pre-arranged trading plan, option exercises, vesting events and sales made purely to cover tax withholding all arrive as Form 4 filings and look like ordinary transactions. A filing records that a transaction happened, never why.

In Market Census

Market Census's insider-trades check looks at Form 4 filings: whether a company's own insiders have been buying or selling its stock.

Related

See this in the product

Recent insider buys · How Market Census scores stocks

Related terms

13F filing
A 13F is a quarterly report that institutional investment managers exceeding a size threshold must file with the SEC, listing their US-listed equity positions as of the quarter end.
Congressional trade disclosure
US members of Congress and certain senior staff are required to disclose transactions in securities under the STOCK Act.
Accumulation / distribution
Accumulation describes building a position gradually over many sessions to avoid moving the price; distribution describes unwinding one the same way.
Float
Float is the number of a company's shares that are actually available to trade in the open market.

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General information about market vocabulary, written to be descriptive rather than prescriptive. Not investment advice — see the risk disclosure.