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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
1.1%
557 of 50,023 rows, 9th most common
Filings with a code D row
1.7%
335 of 20,089 filings
Companies
88
of 2,099 in the sample
Median days, trade to filing
2
calendar days

406 of the rows are in Table I (non-derivative securities) and 151 in Table II (derivative securities).

Sample: 50,023 transaction rows in 20,089 Form 4 and 4/A filings filed Jul 23 – Oct 21, 2026 by insiders of 2,099 companies with an AlphaScala stock page. Rows are counted as filed; see how the codes are counted.

SEC Form 4 filings as of Oct 21, 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.

MSMORGAN STANLEY

Filing on sec.gov
Insider
MITSUBISHI UFJ FINANCIAL GROUP INC, 10%+ Owner
Transaction date
Sep 22, 2026
Filed
Sep 24, 2026
Table
I, non-derivative
Shares
1,340,519
Price
$212.57
Shares × price
$285.0M
Held after
375,330,252 (direct)
  • MITSUBISHI UFJ FINANCIAL GROUP INC (10%+ Owner) disposed of 1,340,519 shares to the company at $212.57 per share, about $285.0M.
  • Shares held after the transaction: 375,330,252, 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 2 days after the transaction date.

ATKRAtkore Inc.

Filing on sec.gov
Insider
Waltz William E Jr., President and CEO
Transaction date
Oct 19, 2026
Filed
Oct 21, 2026
Table
II, derivative
Units
219,538
Price
–
Shares × price
–
Held after
0 (direct)
  • Waltz William E Jr. (President and CEO) disposed of 219,538 derivative securities to the company.
  • Derivative securities of this kind held after the transaction: 0, held directly.
  • The same filing also reports 4 code D rows (270,608 shares and derivative securities) and 1 code A row (67,970 shares).
  • Filed 2 days after the transaction date.

WBDWarner Bros. Discovery, Inc.

Filing on sec.gov
Insider
Zaslav David, Chief Executive Officer & Pres
Transaction date
Oct 6, 2026
Filed
Oct 8, 2026
Table
I, non-derivative
Shares
3,737,162
Price
$31.02
Shares × price
$115.9M
Held after
0 (direct)
  • Zaslav David (Chief Executive Officer & Pres) disposed of 3,737,162 shares to the company at $31.02 per share, about $115.9M.
  • Shares held after the transaction: 0, held directly.
  • The same filing also reports 16 code D rows (39,456,970 shares and derivative securities) and 1 code A row (425,986 shares).
  • Filed 2 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 50,023 Form 4 transaction rows filed Jul 23 – Oct 21, 2026, code D made up 1.1% of rows (557) and appeared on 1.7% of filings (335 of 20,089). It was the 9th most common of the 16 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.