What does Form 4 code S mean? An open-market sale, worked from a real filing

What code S reports

Transaction code S, paired with a disposed direction, reports an open-market sale of securities. Like code P, it can represent a discretionary decision, but a large share of code S filings from executives execute under a pre-arranged 10b5-1 trading plan rather than a same-day decision to sell.

The disclosed-plan indicator, when present on the filing, tells you whether the sale was scheduled in advance. InsiderFilingDesk shows this as a plan-disclosure flag and labels an absent flag as Not disclosed rather than assuming no plan exists.

A worked example: Daniel Lentz at Commerce.com

Daniel Lentz, CFO and COO of Commerce.com, Inc. (CMRC, CIK 0001626450), reported two code S disposals in 2026, both marked as 10b5-1 plan transactions: 6,840 shares at $2.9086 on 2026-05-26 (filed 2026-05-28, accession 0001981372-26-000009), worth 6,840 x $2.9086 = $19,894.82; and 797 shares at $2.2200 on 2026-08-24 (filed 2026-08-26, accession 0001981372-26-000017), worth 797 x $2.22 = $1,769.34.

Both sale values are computed the same way as a purchase value: reported shares multiplied by reported price, as of the transaction date shown on the filing. Neither figure implies the officer's total remaining position or any view on the stock beyond executing a previously adopted plan.

Reading a sale without overreacting

A single code S line from an executive with a standing 10b5-1 plan is weak evidence on its own. Compare the sale size against the officer's known holdings when available, check whether the plan-disclosure flag is present, and look for a pattern of sales that changes materially in size or timing relative to the officer's established schedule before treating a sale as a signal.

Frequently asked

What does Form 4 code S mean?

Code S, with a disposed direction, reports an open-market sale. Many executive code S sales execute under a pre-arranged 10b5-1 plan rather than a same-day decision to sell.

Does a code S sale mean the insider is bearish?

Not by itself. Check whether the filing is flagged as a Rule 10b5-1 plan transaction, and compare the sale's size and timing against the officer's established pattern before drawing a conclusion.