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Form 3, 4, and 5 filings from 2009 to today. Updated within milliseconds of filing on EDGAR.
View docs →Section 16 reporting persons file Form 3, 4, and 5 on the securities of their issuer. Every transaction line in the API response carries the same six facets.
View docs →Section 16 reporting persons — directors, officers, >10% beneficial owners — file one of three forms, each on its own trigger and deadline.
Each filing names two distinct parties:
The company whose securities are the subject of the report. Identified by CIK, name, trading symbol, and IRS number.
The natural person or entity that holds, acquires, or disposes of those securities. Identified by their own CIK, name, mailing address, and relationship code (Director / Officer / 10% Owner / Other).
One filing reports activity for one issuer but may carry multiple reporting persons (joint trusts, co-trustees, family-office structures), each with their own signature block.
Six facets per row of the response:
Every transaction line carries a single-letter code defined by SEC Rules 16a-1 through 16a-3 that identifies the transaction type — P for open-market purchase, S for sale, A for grant, M for option exercise, G for gift, and so on across 19 codes total.
View docs →A rolling feed of the most recent Form 3, 4, and 5 filings. Updated continuously.
View docs →Every filing is normalized to the same JSON structure. Footnotes, ownership flags, and transaction codes preserved as-filed.
View docs →Filed within 2 business days of a transaction. The workhorse of insider trading disclosure.
{
"query": "documentType:4 AND issuer.tradingSymbol:TSLA AND nonDerivativeTable.transactions.coding.code:S",
"from": "0",
"size": "1"
}{
"id": "da4c1884146467ac1c9d25a5690b05b5",
"accessionNo": "0001104659-25-054372",
"filedAt": "2025-05-29T19:02:10-04:00",
"schemaVersion": "X0508",
"documentType": "4",
"periodOfReport": "2025-05-27",
"notSubjectToSection16": false,
"issuer": {
"cik": "1318605",
"name": "Tesla, Inc.",
"tradingSymbol": "TSLA"
},
"reportingOwner": {
"cik": "1412598",
"name": "Ehrenpreis Ira Matthew",
"address": {
"street1": "C/O TESLA, INC.",
"street2": "1 TESLA ROAD",
"city": "AUSTIN",
"state": "TX",
"zipCode": "78725"
},
"relationship": {
"isDirector": true,
"isOfficer": false,
"isTenPercentOwner": false,
"isOther": false
}
},
"nonDerivativeTable": {
"transactions": [
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "M",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 360000,
"pricePerShare": 22.86,
"acquiredDisposedCode": "A"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 931005
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "M",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 401961,
"pricePerShare": 24.73,
"acquiredDisposedCode": "A"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1332966
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 4200,
"pricePerShare": 347.61,
"pricePerShareFootnoteId": [
"F2"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1328766
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 400,
"pricePerShare": 348.863,
"pricePerShareFootnoteId": [
"F3"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1328366
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 8000,
"pricePerShare": 350.556,
"pricePerShareFootnoteId": [
"F4"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1320366
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 17100,
"pricePerShare": 351.357,
"pricePerShareFootnoteId": [
"F5"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1303266
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 34542,
"pricePerShare": 352.278,
"pricePerShareFootnoteId": [
"F6"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1268724
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 19877,
"pricePerShare": 353.296,
"pricePerShareFootnoteId": [
"F7"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1248847
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 12556,
"pricePerShare": 354.264,
"pricePerShareFootnoteId": [
"F8"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1236291
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 58885,
"pricePerShare": 355.423,
"pricePerShareFootnoteId": [
"F9"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1177406
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 84390,
"pricePerShare": 356.32,
"pricePerShareFootnoteId": [
"F10"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1093016
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 34814,
"pricePerShare": 357.147,
"pricePerShareFootnoteId": [
"F11"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1058202
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 34199,
"pricePerShare": 358.566,
"pricePerShareFootnoteId": [
"F12"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 1024003
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 53594,
"pricePerShare": 359.38,
"pricePerShareFootnoteId": [
"F13"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 970409
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 25096,
"pricePerShare": 360.517,
"pricePerShareFootnoteId": [
"F14"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 945313
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 26810,
"pricePerShare": 361.427,
"pricePerShareFootnoteId": [
"F15"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 918503
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 41283,
"pricePerShare": 362.473,
"pricePerShareFootnoteId": [
"F16"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 877220
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Common Stock",
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "S",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"amounts": {
"shares": 21826,
"pricePerShare": 363.236,
"pricePerShareFootnoteId": [
"F17"
],
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 855394
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
}
]
},
"derivativeTable": {
"transactions": [
{
"securityTitle": "Non-Qualified Stock Option (right to buy)",
"conversionOrExercisePrice": 22.86,
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "M",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"exerciseDateFootnoteId": [
"F18"
],
"expirationDate": "2025-06-12",
"underlyingSecurity": {
"title": "Common Stock",
"shares": 360000
},
"amounts": {
"shares": 360000,
"pricePerShare": 0,
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 0
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
},
{
"securityTitle": "Non-Qualified Stock Option (right to buy)",
"conversionOrExercisePrice": 24.73,
"transactionDate": "2025-05-27",
"coding": {
"formType": "4",
"code": "M",
"equitySwapInvolved": false,
"footnoteId": [
"F1"
]
},
"exerciseDateFootnoteId": [
"F19"
],
"expirationDate": "2025-06-18",
"underlyingSecurity": {
"title": "Common Stock",
"shares": 401961
},
"amounts": {
"shares": 401961,
"pricePerShare": 0,
"acquiredDisposedCode": "D"
},
"postTransactionAmounts": {
"sharesOwnedFollowingTransaction": 0
},
"ownershipNature": {
"directOrIndirectOwnership": "D"
}
}
]
},
"footnotes": [
{
"id": "F1",
"text": "THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON DECEMBER 6, 2024 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY LIQUIDATION OF OPTIONS SCHEDULED TO EXPIRE IN 2025."
},
{
"id": "F2",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.360 to $348.350, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F3",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.750 to $348.900, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F4",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.850 to $350.740, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F5",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.850 to $351.840, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F6",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.850 to $352.830, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F7",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.850 to $353.820, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F8",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.860 to $354.840, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F9",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $354.870 to $355.860, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F10",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.870 to $356.860, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F11",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.870 to $357.800, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F12",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $357.970 to $358.960, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F13",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $358.970 to $359.960, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F14",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $359.970 to $360.960, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F15",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $360.970 to $361.960, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F16",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $361.970 to $362.960, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F17",
"text": "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $362.970 to $363.700, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote."
},
{
"id": "F18",
"text": "This stock option is an equity award, which is scheduled to expire in June 2025, granted pursuant to Tesla, Inc.'s 2010 Amended and Restated Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary following June 12, 2018, such that all shares subject to the award became fully vested and exercisable by June 12, 2021."
},
{
"id": "F19",
"text": "This stock option is an equity award, which is scheduled to expire in June 2025, granted pursuant to Tesla, Inc.'s 2010 Amended and Restated Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary following June 18, 2018, such that all options subject to the award became fully vested and exercisable by June 18, 2021."
}
],
"ownerSignatureName": "By: Aaron Beckman, Power of Attorney For: Ira Matthew Ehrenpreis",
"ownerSignatureNameDate": "2025-05-29"
}SDKs for Python and Node.js. Or call the REST API from anything that speaks HTTP.
View docs →from sec_api import InsiderTradingApi
api = InsiderTradingApi("YOUR_API_KEY")
filings = api.get_data({
"query": "documentType:4",
"from": "0",
"size": "50",
"sort": [{ "filedAt": { "order": "desc" } }]
})
for f in filings["transactions"]:
print(f["issuer"]["tradingSymbol"], f["filedAt"])Every field parsed from the original XML, including footnote IDs, ownership flags, and securities titles. No flattening, no lossy transforms.
ciknametradingSymbolciknameaddressrelationshipstreet1street2citystatestateDescriptionzipCodeisDirectorisOfficerisTenPercentOwnerisOtherofficerTitleotherTexttransactionsholdings— common stocksecurityTitletransactionDatedeemedExecutionDatecodingtimelinessamountspostTransactionAmountsownershipNaturecodeformTypeequitySwapInvolvedfootnoteIdsharessharesFootnoteIdpricePerSharepricePerShareFootnoteIdacquiredDisposedCodesharesOwnedFollowingTransactionsharesOwnedFollowingTransactionFootnoteIdvalueOwnedFollowingTransactiondirectOrIndirectOwnershipnatureOfOwnershipnatureOfOwnershipFootnoteIdsecurityTitlepostTransactionAmountsownershipNaturetransactionsholdings— options, RSUs, convertiblessecurityTitleconversionOrExercisePriceconversionOrExercisePriceFootnoteIdtransactionDateexerciseDateexerciseDateFootnoteIdexpirationDateexpirationDateFootnoteIdcodingamountsunderlyingSecuritypostTransactionAmountsownershipNaturetitlesharesvaluesecurityTitlesecurityTitleFootnoteIdconversionOrExercisePriceexerciseDateexpirationDateunderlyingSecuritypostTransactionAmountsownershipNatureidtext— referenced by *FootnoteId fields throughoutReal-time via the REST API, or as a full historical archive for backtesting and ML training.
Real-time, query-based. Best for dashboards, alerts, and on-demand lookups. 300 ms median latency from EDGAR.
from sec_api import InsiderTradingApi
api = InsiderTradingApi("YOUR_API_KEY")
filings = api.get_data({"query": "documentType:4"})Full historical archive as compressed NDJSON. Best for backtesting, ML training, and internal data lakes.
from sec_api import Datasets
datasets = Datasets(api_key="YOUR_API_KEY")
# downloads all Form 4 filings (2009-present)
datasets.download("form-4")The archive contains every Form 3, 4, and 5 ever filed since 2009 — including those from issuers later delisted, acquired, taken private, or bankrupt. Filings stay byte-for-byte as accepted by EDGAR; nothing is backfilled, retroactively edited, or pruned when a company disappears. Amended filings are appended, not overwritten. Backtests run against the same universe insiders saw on the trade date.
Used by hedge funds for signal generation, by exchanges for compliance monitoring, and by journalists for investigation.
View docs →Cluster buying, conviction scores, pre-announcement activity, insider sentiment as a factor.
Track insiders at portfolio companies, automated watchlists, restricted-list alerts.
Surface unusual transactions, disclosure patterns, conflicts of interest.
Monitor C-suite activity across holdings, alert on insider buying conviction.
The legal framework, governing statutes, and reporting nuances behind every Form 3, 4, and 5 filing.
View docs →For Section 16 reporting purposes, an “insider” is one of three populations attached to an issuer whose equity is registered under Section 12 of the Exchange Act (listed on a national exchange or held by ≥2,000 holders of record):
“Officer” is narrower than the colloquial sense. Only designated Section 16 officers are reporting persons: CEO, CFO, principal accounting officer, named executive officers, and policy-making vice presidents. Non-policy managers, even with the “VP” title, are not.
The same population files all three forms, but the trigger differs:
Legal. Section 16 insiders may trade their company's securities freely provided (a) they are not in possession of material non-public information (MNPI), or trade under a pre-existing Rule 10b5-1 plan adopted while not in possession of MNPI, and (b) they disclose each transaction on Form 4 within 2 business days. Section 16(b) additionally claws back any “short-swing profit” — gains from any purchase and sale (or sale and purchase) within a 6-month window — for the benefit of the issuer, regardless of intent.
Illegal. Trading on MNPI in breach of a fiduciary or similar duty of trust, or tipping someone who does so. Liability arises under Rule 10b-5; disclosure on Form 4 does not cure it, and absence of disclosure does not, on its own, establish it. Most enforcement actions begin with a Form 4 footprint that the SEC pairs with deal-timeline records.
A Rule 10b5-1 plan is a written, pre-arranged schedule specifying the amount, price, and date of future trades — or a formula/algorithm for determining them — adopted by an insider while not in possession of MNPI. Once adopted, subsequent executions are insulated from §10b-5 liability even if MNPI exists at the moment of trade.
The December 2022 amendments tightened the regime: a mandatory cooling-off period of 90 days for officers and directors (or two business days after the next Form 10-Q/K, whichever is later) and 30 days for the issuer itself; good-faith certifications from officers and directors at adoption; a prohibition on overlapping plans and a limit of one single-trade plan per 12 months; and a dedicated checkbox on Form 4 flagging that the reported trade was made under a 10b5-1 plan, plus the plan-adoption date. The checkbox is captured as a first-class field in the API response.
Beneficial ownership under Rule 13d-3 means voting or investment power over a security — direct (held in the insider's own name) or indirect (held through trusts, spouses, minor children, controlled entities, exercisable derivatives within 60 days). The same definition is used by both filing regimes, but the trigger differs:
A 10% owner therefore typically files both: 13D/G at the 5% threshold and Forms 3/4/5 thereafter for every trade.
Every transaction line carries two independent classifiers, easy to conflate but each answering a different question:
Codes P and S are the only codes that fix the direction unambiguously — every P line is A, every S line is D. Most other codes can take either flag depending on context:
Practical consequence for signal extraction. Summing all A rows yields total “shares acquired”, but that aggregate folds together open-market buys, equity-comp grants, option exercises, conversions, gifts received, and trust-related acquisitions — most of which carry no directional information about insider conviction. To isolate the discretionary, market-priced signal, filter on transaction code P for buying and S for selling. The A/D flag answers “did holdings change?”; the P/S codes answer “did the insider make a market-priced decision?”
Letter clash. The letter A appears with two distinct meanings — in the transaction-code field it signals a Rule 16b-3 grant; in the A/D-flag field it signals an acquisition. A grant therefore reads A | A, a gift received reads G | A, and a tax withholding reads F | D. The API surfaces the two fields separately to eliminate ambiguity.
7.5 million insider transactions, 209K insiders, real-time and historical archives.
One endpoint.