US-Listed Companies

Section 16 and its three forms

US insider disclosure rests on Section 16(a) of the Securities Exchange Act of 1934. It applies to the directors and officers of a company with a registered class of equity securities, and to anyone who beneficially owns more than 10 percent of such a class. These insiders file with the Securities and Exchange Commission (SEC), and every filing is public on EDGAR.

Form 3 is the initial statement, due within 10 days of becoming an insider. Form 4 reports each change in ownership. Form 5 is an annual return due 45 days after the fiscal year end, covering transactions that were exempt from Form 4 or were not reported on time.

Two business days since 2002

Section 403 of the Sarbanes-Oxley Act of 2002 set the current Form 4 deadline: before the end of the second business day after the trade is executed.

A statutory amendment signed on 18 December 2025 (Public Law 119-60) extended Section 16(a) to the directors and officers of foreign private issuers. Issuers already registered on that date had 90 days before the obligation applied.

Codes, trading plans and Form 144

Every line of a Form 4 carries a transaction code. P is a purchase on an exchange or from another person, S a sale, A a grant or award from the company, M the exercise or conversion of a derivative such as an option, F shares surrendered to pay an exercise price or tax, G a gift.

Since 1 April 2023, Forms 4 and 5 carry a checkbox for trades meant to satisfy Rule 10b5-1, and gifts go on Form 4 instead of Form 5. Directors and officers who adopt a new plan face a cooling-off period: the later of 90 days or two business days after the next quarterly or annual results, capped at 120 days.

Form 144 is a different document. An affiliate files it when placing an order to sell restricted or control securities when sales over three months exceed 5,000 shares or $50,000. It has been filed electronically on EDGAR since 13 April 2023.

Reading the US feed here

The US market on this site combines Form 4 transactions and Form 144 notices. A Form 144 announces a planned sale; it does not record an executed trade. Form 4 data is per-trade: one card per transaction, amounts converted to euros with the dollar figure shown when the filing gives it, and a link to the original document on EDGAR. Scoring is explained in the methodology.