What is a Form 4?
A Form 4 is a short SEC filing that reports a change in an insider's holdings of a company's shares. Its official name is "Statement of Changes in Beneficial Ownership".[S1]
"Beneficial ownership" means the shares a person owns or profits from, including through a trust or a family company.
Who has to file one?
The duty comes from Section 16 of the Securities Exchange Act. It covers the directors and officers of a company that reports to the SEC, and anyone owning more than 10% of a class of its registered shares.[S3]
The SEC calls them "insiders". They report most trades in the company's shares on Forms 3, 4 or 5.[S3]
Form 3 is the first report when someone becomes an insider. Form 5 is a yearly catch-up, due within 45 days after the company's fiscal year ends.[S2]
How fast is a Form 4 filed?
Before the end of the second business day after the trade.[S1] Nvidia's finance chief, Colette Kress, had transactions on Sep 16 and Sep 17, 2026. Her Form 4 was filed on Sep 18, 2026.[S4]
Trades under a pre-set Rule 10b5-1 plan have a special case. If the insider did not pick the date, the two days can count from when the broker reports the trade, but no later than the third business day after it.[S2]
Why is it easy to misread?
A Form 4 records what happened, in codes. Without the codes and footnotes, a tax payment or a gift can look like a sale.
Holdings can also be spread out. The holding after a trade may sit on several lines, one for each trust or company.
What do the transaction codes mean?
Each line carries a one-letter code in column 3 of Table I, or column 4 of Table II.[S1] Six of the codes:
- P: a purchase in the open market or privately.
- S: a sale in the open market or privately.
- A: a grant, award or other acquisition from the company under Rule 16b-3.
- F: shares withheld or handed over to pay an exercise price or tax when an award is received, exercised or vests.
- M: exercise or conversion of an option or other derivative, exempt under Rule 16b-3.
- G: a bona fide gift.
Rule 16b-3 is an SEC exemption for certain deals between a company and its own directors and officers.[S9] All six definitions come from General Instruction 8 of the form.[S1] The same list has rarer codes too, such as J for "other", with the details in a footnote.[S1]
How is a Form 4 laid out?
The top boxes give the insider's name, the company and ticker, and the role: director, officer, 10% owner or other.[S1]
Table I lists ordinary shares. Table II lists derivatives, such as options, warrants and convertible securities.[S1]
Each line gives the date, the code and the number of shares. It shows whether they were acquired (A) or disposed of (D), the price, and the holding after the trade.[S1]
Column 6 says whether that holding is direct (D) or indirect (I). Column 7 names the indirect owner, such as a trust.[S1]
What do real Nvidia filings show?
Code F and code S, with the plan box ticked. Kress's Form 4 shows 40,747 shares under code F on Sep 16, 2026. The footnote says the company withheld them to pay tax on vested stock units.[S4]
On Sep 17, 2026, three code S lines add up to 34,918 shares. The 10b5-1 box is ticked, and a footnote says the plan was adopted on Jun 16, 2026.[S4]
Code F and code G, with indirect holdings. Nvidia's CEO, Jen-Hsun Huang, filed a Form 4 the same day. It shows 45,728 shares under code F on Sep 16, 2026, again withheld for tax on vested units.[S5]
It also shows a 438,000-share gift under code G on Sep 17, 2026. The footnote splits it: 292,000 shares to The Jen-Hsun & Lori Huang Foundation, a charity, and 146,000 to a donor-advised fund.[S5]
The same filing lists his remaining indirect holdings line by line, through trusts and limited liability companies.[S5]
A gift under a plan. Director Tench Coxe reported a 500,000-share gift under code G on Jul 1, 2026. The 10b5-1 box is ticked; the footnote dates the plan to Mar 19, 2026.[S6]
Why do the footnotes matter?
The footnotes, headed "Explanation of Responses", carry the context the codes cannot. Filers must give a 10b5-1 plan's adoption date there.[S1]
In Kress's sales, footnotes also say each price is a weighted average of several trades within a stated range. She will give the full breakdown to the SEC, the company or a shareholder on request.[S4]
What changed in 2023?
The SEC adopted amendments on Dec 14, 2022. They added the Rule 10b5-1 box to Forms 4 and 5, and moved bona fide gifts onto Form 4.[S8]
Insiders had to use the new forms for reports filed on or after Apr 1, 2023.[S8] Gifts now share the two-business-day deadline.[S2]
How do you find Form 4s on EDGAR?
Open the company's page on EDGAR, the SEC's filing system, and filter by form type "4".[S7] Each filing opens as a formatted page with the tables and footnotes.[S4]
For the plans behind ticked boxes, see Rule 10b5-1 trading plans. For the company itself, read the Nvidia business explainer.