SEC Form 4 transaction code

Form 4 Code W: Will or Inheritance

Code W marks an acquisition or disposition of securities by will or under the laws of descent and distribution, such as shares inherited from an estate.

“Acquisition or disposition by will or the laws of descent and distribution”
SEC Form 4, General Instruction 8 (Transaction Codes), under “Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)”. Form 4 and instructions (PDF, sec.gov)

How often code W appears in real filings

Share of transaction rows
0.02%
12 of 58,848 rows, 14th most common
Filings with a code W row
0.05%
11 of 23,544 filings
Companies
10
of 2,152 in the sample
Median days, trade to filing
4
calendar days

11 of the rows are in Table I (non-derivative securities) and 1 in Table II (derivative securities).

Sample: 58,848 transaction rows in 23,544 Form 4 and 4/A filings filed Jul 23 – Nov 9, 2026 by insiders of 2,152 companies with an AlphaScala stock page. Rows are counted as filed; see how the codes are counted.

SEC Form 4 filings as of Nov 9, 2026

Reading code W on a Form 4

W rows record shares changing hands because of a death: an insider inheriting stock, or an estate the insider reports for distributing it. No price is paid, so W rows usually show $0.

Like gifts (code G), transfers by will or the laws of descent and distribution are exempt from the Section 16(b) short-swing profit rule under Rule 16b-5. The filing’s footnotes can name the estate or trust involved.

Code W in real filings

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

Insider
TISCH JAMES S, Director
Transaction date
Aug 5, 2026
Filed
Aug 7, 2026
Table
I, non-derivative
Shares
1,150,000
Price
$0.00
Shares × price
–
Held after
12,009,192 (indirect)
  • TISCH JAMES S (Director) reported an acquisition or disposition by will or the laws of descent involving 1,150,000 shares.
  • Shares held after the transaction: 12,009,192, held indirectly (By Trusts).
  • Filed 2 days after the transaction date.

MIAXMIAMI INTERNATIONAL HOLDINGS, INC.

Filing on sec.gov
Insider
Teekell Judson Gray, Director
Transaction date
Nov 5, 2026
Filed
Nov 9, 2026
Table
I, non-derivative
Shares
81,000
Price
$0.00
Shares × price
–
Held after
0 (indirect)
  • Teekell Judson Gray (Director) reported an acquisition or disposition by will or the laws of descent involving 81,000 shares.
  • Shares held after the transaction: 0, held indirectly (By estate of Byrum W. Teekell).
  • The same filing also reports 1 code W row (20,250 shares).
  • Filed 4 days after the transaction date.

BHRBBurke & Herbert Financial Services Corp.

Filing on sec.gov
Insider
George Georgette R., Director
Transaction date
Aug 21, 2026
Filed
Aug 21, 2026
Table
I, non-derivative
Shares
9,858
Price
$0.00
Shares × price
–
Held after
9,858 (indirect)
  • George Georgette R. (Director) reported an acquisition or disposition by will or the laws of descent involving 9,858 shares.
  • Shares held after the transaction: 9,858, held indirectly (By Spouse).
  • Filed the same day as the transaction.

Codes read alongside W

Questions about these codes

How common is code W on Form 4?

In AlphaScala’s sample of 58,848 Form 4 transaction rows filed Jul 23 – Nov 9, 2026, code W made up 0.02% of rows (12) and appeared on 0.05% of filings (11 of 23,544). It was the 14th most common of the 17 codes found.

What does code W mean on Form 4?

The SEC defines it as an "acquisition or disposition by will or the laws of descent and distribution": shares that pass to or from an insider because of a death.

Is code W a purchase?

No. The insider pays nothing; the shares pass from an estate or under inheritance law. Purchases are code P.

What is the difference between code W and code G?

G is a "bona fide gift" made during the giver’s lifetime. W is an "acquisition or disposition by will or the laws of descent and distribution", after a death. Rule 16b-5 exempts both from Section 16(b).

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.