P / S
Directional purchases and sales
The SEC instructions define P and S as open-market or private purchases and sales. WhenBuy uses only these codes for its default directional insider rankings.
Official SEC Form 4 instructions · 20 codes
SEC Form 4 Transaction Codes: P, S, M, F and Full Table
Search all 20 SEC Form 4 transaction codes, including P, S, M, F, A, D, G, J and K, and separate open-market trades from awards, option exercises, tax withholding and transfers.
SEC Form 4 instructions · reviewed July 31, 2026
DIRECT ANSWER
P is a purchase and S is a sale; M, F and A are different
P identifies an open-market or private purchase and S identifies an open-market or private sale. M is an exercise or conversion of a derivative, F usually settles an exercise price or tax liability with shares, and A commonly records a company grant or award. Combining M, F or A with market purchases materially overstates insider buying.
A code does not reveal motive. In particular, an S sale can reflect liquidity, diversification, taxes, or a prearranged Rule 10b5-1 plan rather than a view on the stock.
Codes most often misread
M / A
Option exercise and company award
M records a derivative exercise or conversion; A often records a company grant or award. More shares do not necessarily mean the insider spent cash in the market.
F / D
Tax settlement and issuer disposition
F covers shares delivered or withheld for exercise costs or taxes. D is a disposition back to the issuer. Neither is an ordinary market sale.
20 codes
P
Purchase P- SEC definition
- Open-market or private purchase of a non-derivative or derivative security.
- How to read it
- This is the clearest Form 4 code for an insider purchase with cash consideration.
S
Sale S- SEC definition
- Open-market or private sale of a non-derivative or derivative security.
- How to read it
- The code identifies a sale, but not the seller's motive. Liquidity, diversification, or a trading plan may be relevant.
V
Modifier- SEC definition
- Transaction voluntarily reported earlier than required.
- How to read it
- V is a reporting marker, not a standalone buy or sell signal.
A
Not a market buy/sale- SEC definition
- Grant, award, or other acquisition under Rule 16b-3(d).
- How to read it
- Often compensation-related. It should not be counted as an open-market purchase.
D
Not a market buy/sale- SEC definition
- Disposition of issuer equity securities back to the issuer under Rule 16b-3(e).
- How to read it
- This is a disposition to the company, not an ordinary market sale.
F
Not a market buy/sale- SEC definition
- Payment of an exercise price or tax liability by delivering or withholding securities related to receipt, exercise, or vesting.
- How to read it
- Usually tax withholding or exercise settlement. It is not an ordinary discretionary sale.
I
Not a market buy/sale- SEC definition
- Discretionary Rule 16b-3(f) transaction resulting in acquisition or disposition of issuer securities.
- How to read it
- Check the acquisition/disposition column and footnotes; I alone does not establish a market buy or sale.
M
Not a market buy/sale- SEC definition
- Exercise or conversion of a derivative security exempt under Rule 16b-3.
- How to read it
- Commonly an option exercise. Receiving underlying shares is not the same as buying them in the market.
C
Not a market buy/sale- SEC definition
- Conversion of a derivative security.
- How to read it
- A conversion can change the security held without an open-market purchase or sale.
E
Not a market buy/sale- SEC definition
- Expiration of a short derivative position.
- How to read it
- An expiration event, not a market sale of the issuer's common stock.
H
Not a market buy/sale- SEC definition
- Expiration or cancellation of a long derivative position with value received.
- How to read it
- Read the derivative terms and footnotes before inferring economic exposure.
O
Not a market buy/sale- SEC definition
- Exercise of an out-of-the-money derivative security.
- How to read it
- A derivative exercise code, not a conventional open-market purchase.
X
Not a market buy/sale- SEC definition
- Exercise of an in-the-money or at-the-money derivative security.
- How to read it
- A derivative exercise code. Use the exercise price and footnotes to understand the transaction.
G
Not a market buy/sale- SEC definition
- Bona fide gift.
- How to read it
- A gift can be an acquisition or disposition, but it is not a market trade.
L
Not a market buy/sale- SEC definition
- Small acquisition under Rule 16a-6.
- How to read it
- A specific exempt small acquisition; check the filing details before classifying it.
W
Not a market buy/sale- SEC definition
- Acquisition or disposition by will or the laws of descent and distribution.
- How to read it
- An inheritance-related transfer, not an investment decision executed in the market.
Z
Not a market buy/sale- SEC definition
- Deposit into or withdrawal from a voting trust.
- How to read it
- A change in holding structure, not an open-market purchase or sale.
J
Not a market buy/sale- SEC definition
- Other acquisition or disposition not specifically listed; the filer must describe it.
- How to read it
- The footnote is essential. J has no reliable standalone interpretation.
K
Modifier- SEC definition
- Transaction in an equity swap or an instrument with similar characteristics.
- How to read it
- K is added to the primary code, such as S/K or P/K, rather than interpreted alone.
U
Not a market buy/sale- SEC definition
- Disposition through a tender of shares in a change-of-control transaction.
- How to read it
- A change-of-control tender event, not an ordinary discretionary market sale.
How to read one Form 4 transaction line
- 1Use the transaction code to identify the type of event.
- 2Separately check the A/D column for acquired or disposed.
- 3Read shares, price per share, and post-transaction ownership together.
- 4For J, K, I and complex derivatives, read every relevant footnote.
- 5Check the Rule 10b5-1 indicator and plan adoption date, when provided.
When is Form 4 filed?
Investor.gov says most insider transactions must be reported on Form 4 within two business days after the transaction date. Some exempt transactions may instead be reportable on Form 5, so Form 4 alone does not explain every ownership change.
How to verify a Form 4
Form 4 is an insider disclosure, not a trade confirmation. For any document received by email or message, verify the actual filing in the company's Ownership disclosures section on SEC EDGAR.
Auditable code table
CSV and JSON preserve code, official category, Korean and English meaning, reader warning, source URL, and review date.
- Codes
- 20
- Directional
- P · S
Frequently asked questions
What does transaction code P mean on Form 4?
P is an open-market or private purchase of a non-derivative or derivative security. It is the clearest code for classifying a conventional insider purchase.
Is Form 4 code M an insider purchase?
No. M is the exercise or conversion of a derivative security exempt under Rule 16b-3. Receiving shares through an option exercise is not the same as buying them in the market.
Is Form 4 code F an insider sale?
F records shares delivered or withheld to pay an exercise price or tax liability. Even though the share count can fall, it should not automatically be treated as a discretionary open-market sale.
Does an S code predict a stock decline?
No. S establishes that a sale occurred, not why. The SEC's investor guide notes that insiders may sell for reasons such as liquidity or diversification.
What do S/K and P/K mean?
K identifies an equity swap or similar instrument and is added to the primary transaction code. The SEC instructions give S/K and P/K as examples.