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SEC Form 4 transaction code

Form 4 Code F: Shares Withheld for Tax

Code F marks shares delivered to or withheld by the company to pay an exercise price, or the tax due on stock from a Rule 16b-3 award.

“Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3”
SEC Form 4, General Instruction 8 (Transaction Codes), under “Rule 16b-3 Transaction Codes”. Form 4 and instructions (PDF, sec.gov)

How often code F appears in real filings

Share of transaction rows
9.9%
5,969 of 60,072 rows, 4th most common
Filings with a code F row
18.9%
4,515 of 23,939 filings
Companies
989
of 2,158 in the sample
Median days, trade to filing
2
calendar days

5,934 of the rows are in Table I (non-derivative securities) and 35 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 F on a Form 4

F is how net settlement shows up. When restricted stock vests, many companies keep enough of the new shares to cover the employee’s tax withholding and deliver the rest. The insider’s holdings fall by the withheld shares, but the insider does not sell them in the market.

The price on an F row is the per-share value used for the withholding, usually the market price around the vesting or exercise date, so shares times price gives the value of the tax or exercise price paid in stock. An F row normally sits on the same filing as the M or A rows for the award that triggered it.

Counting F rows as sales overstates insider selling. AlphaScala’s insider tables and cluster screen leave them out.

Code F in real filings

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

FIGSFIGS, Inc.

Filing on sec.gov
Insider
Spear Catherine Eva, Chief Executive Officer
Transaction date
Nov 9, 2026
Filed
Nov 9, 2026
Table
I, non-derivative
Shares
4,550,716
Price
$21.58
Shares × price
$98.2M
Held after
5,716,138 (direct)
  • Spear Catherine Eva (Chief Executive Officer) had 4,550,716 shares withheld or delivered to pay an exercise price or tax, valued at $21.58 per share, about $98.2M.
  • Shares held after the transaction: 5,716,138, held directly.
  • The same filing also reports 4 code M rows (17,190,000 shares and derivative securities) and 1 code S row (4,044,284 shares).
  • Filed the same day as the transaction.

EMREMERSON ELECTRIC CO

Filing on sec.gov
Insider
Karsanbhai Surendralal Lanca, President & CEO
Transaction date
Nov 2, 2026
Filed
Nov 4, 2026
Table
I, non-derivative
Shares
62,061
Price
$167.95
Shares × price
$10.4M
Held after
262,123 (direct)
  • Karsanbhai Surendralal Lanca (President & CEO) had 62,061 shares withheld or delivered to pay an exercise price or tax, valued at $167.95 per share, about $10.4M.
  • Shares held after the transaction: 262,123, held directly.
  • The same filing also reports 2 code A rows (187,936 shares) and 1 code F row (7,999 shares).
  • Filed 2 days after the transaction date.

GDGENERAL DYNAMICS CORP

Filing on sec.gov
Insider
NOVAKOVIC PHEBE N, Chairman and CEO
Transaction date
Nov 3, 2026
Filed
Nov 5, 2026
Table
I, non-derivative
Shares
105,797
Price
$371.72
Shares × price
$39.3M
Held after
811,810 (direct)
  • NOVAKOVIC PHEBE N (Chairman and CEO) had 105,797 shares withheld or delivered to pay an exercise price or tax, valued at $371.72 per share, about $39.3M.
  • Shares held after the transaction: 811,810, held directly.
  • The same filing also reports 2 code M rows (302,300 shares and derivative securities).
  • Filed 2 days after the transaction date.

Codes read alongside F

Questions about these codes

How common is code F on Form 4?

In AlphaScala’s sample of 60,072 Form 4 transaction rows filed Jul 23 – Nov 10, 2026, code F made up 9.9% of rows (5,969) and appeared on 18.9% of filings (4,515 of 23,939). It was the 4th most common of the 18 codes found.

Is a code F transaction a sale?

Not in the market. Code F is "payment of exercise price or tax liability by delivering or withholding securities", so the shares go to the company to settle a tax bill or an exercise price. The insider receives no cash for them; their value pays the tax or the exercise price.

Why does code F appear when stock vests?

In the US, restricted stock and units are generally taxed as income when they vest, and companies often withhold part of the shares to cover the tax. The withheld shares are reported on Form 4 with code F, usually on the same filing as the vesting.

How is code F different from code D?

Both send shares to the company. F is limited to paying an exercise price or tax incident to a Rule 16b-3 award. D is a "disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)", such as shares the company buys back from an officer or director.

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.