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SEC Form 4 transaction code

Form 4 Code D: Disposition to the Issuer

Code D marks shares disposed of to the company itself in a transaction exempt under Rule 16b-3(e), such as shares the company buys back from an officer or director.

“Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)”
SEC Form 4, General Instruction 8 (Transaction Codes), under “Rule 16b-3 Transaction Codes”. Form 4 and instructions (PDF, sec.gov)

How often code D appears in real filings

Share of transaction rows
1.7%
995 of 60,072 rows, 8th most common
Filings with a code D row
2.0%
474 of 23,939 filings
Companies
104
of 2,158 in the sample
Median days, trade to filing
2
calendar days

554 of the rows are in Table I (non-derivative securities) and 441 in Table II (derivative securities).

Sample: 60,072 transaction rows in 23,939 Form 4 and 4/A filings filed Jul 23 – Nov 10, 2026 by insiders of 2,158 companies with an AlphaScala stock page. Rows are counted as filed; see how the codes are counted.

SEC Form 4 filings as of Nov 10, 2026

Reading code D on a Form 4

D sends shares back to the issuer. Besides buybacks from insiders, filers use D when shares or awards are cancelled or exchanged in a corporate transaction the board approved, such as a merger. The form gives the price received, when there is one.

Because the counterparty is the company, a D row is not a sale into the market. When several insiders report D rows on the same date at the same price, look for the event behind them in the company’s 8-K filings around that date.

Code D in real filings

Recent Form 4 lines coded D, chosen from the newest filings in the sample, one company each. Figures are as filed; each links to the filing on sec.gov.

DINOHF Sinclair Corp

Filing on sec.gov
Insider
REH Advisors Inc., Director
Transaction date
Oct 29, 2026
Filed
Nov 10, 2026
Table
I, non-derivative
Shares
2,350,000
Price
$109.37
Shares × price
$257.0M
Held after
6,531,662 (direct)
  • REH Advisors Inc. (Director) disposed of 2,350,000 shares to the company at $109.37 per share, about $257.0M.
  • Shares held after the transaction: 6,531,662, held directly.
  • The same filing also reports 1 code D row (2,100,000 shares).
  • Filed 12 days after the transaction date.

ROKUROKU, INC

Filing on sec.gov
Insider
LUNA GINA, Director
Transaction date
Nov 6, 2026
Filed
Nov 10, 2026
Table
II, derivative
Units
3,895
Price
–
Shares × price
–
Held after
0 (direct)
  • LUNA GINA (Director) disposed of 3,895 derivative securities to the company.
  • Derivative securities of this kind held after the transaction: 0, held directly.
  • The same filing also reports 8 code D rows (22,676 shares and derivative securities).
  • Filed 4 days after the transaction date.

MSMORGAN STANLEY

Filing on sec.gov
Insider
MITSUBISHI UFJ FINANCIAL GROUP INC, 10%+ Owner
Transaction date
Oct 29, 2026
Filed
Nov 2, 2026
Table
I, non-derivative
Shares
604,396
Price
$183.84
Shares × price
$111.1M
Held after
374,725,856 (direct)
  • MITSUBISHI UFJ FINANCIAL GROUP INC (10%+ Owner) disposed of 604,396 shares to the company at $183.84 per share, about $111.1M.
  • Shares held after the transaction: 374,725,856, held directly.
  • The Rule 10b5-1 box is checked on this filing: a transaction on it was made under a plan intended to meet Rule 10b5-1(c).
  • Filed 4 days after the transaction date.

Codes read alongside D

Questions about these codes

How common is code D on Form 4?

In AlphaScala’s sample of 60,072 Form 4 transaction rows filed Jul 23 – Nov 10, 2026, code D made up 1.7% of rows (995) and appeared on 2.0% of filings (474 of 23,939). It was the 8th most common of the 18 codes found.

Is code D a sale?

Not in the market. D is a "disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)": the shares go to the company that issued them. Open-market and private sales to anyone else are code S.

How is code D different from code F?

F is limited to shares delivered or withheld to pay an exercise price or tax on a Rule 16b-3 award. D covers other dispositions to the issuer under Rule 16b-3(e), such as a buyback from an insider.

How is code D different from code U?

U is a "disposition pursuant to a tender of shares in a change of control transaction", such as tendering shares into a takeover offer. D covers dispositions to the issuer itself under Rule 16b-3(e).

Definition: SEC Form 4, General Instruction 8 (sec.gov). Examples and counts: AlphaScala's copy of SEC EDGAR Form 4 filings. See all 20 Form 4 transaction codes, insider cluster buys and our methodology.

Educational reference only, not investment advice. Insider transactions have many motives and a Form 4 does not record them. See our risk disclaimer.