Insider Trading: How to Spot and Read a Form 4

The four boxes to read first

Box 1 is the insider (here, Timothy Teter). Box 2 is the company and ticker (NVIDIA, NVDA). Box 3 is the date of the earliest transaction on the form (9/21/2026). Box 5 is their relationship to the company: director, officer (with title), or 10% owner. Teter is NVIDIA's EVP and General Counsel.

Why the role matters

A CEO or CFO trade usually says more than a trade by a director who sees the business a few times a year. A 10% owner is often a fund, and its trades may reflect portfolio decisions rather than inside knowledge.

The checkbox that changes the story

Near the top of the form is a box about Rule 10b5-1. If it's checked, the trade was made under a written plan the insider set up in advance, with the dates and amounts scheduled before the sale happened. Officers and directors must also wait through a cooling-off period (at least 90 days) between adopting a plan and the first trade. A planned sale is much less likely to reflect a last-minute view on the stock.

How to read a row

Each row is one trade in common stock. Look at five things, left to right: the code (S = sale, P = purchase), the amount of shares, whether they were acquired (A) or disposed of (D), the price per share, and the shares owned after the trade.

Direct vs. indirect ownership

The last two columns say how the shares are held. D means direct, in the insider's own name. I means indirect: held through something else, like a family trust. The "Nature of Ownership" column tells you what. Here every sale row says "By Trust".

Which trades carry the most signal

An open-market purchase (code P) means an insider spent their own after-tax cash, which is rare enough to be worth noticing. A sale (code S) is far more common and has many innocent explanations, so look at the size relative to total holdings, whether it was planned, and whether several insiders are selling at once.

What lives here

Table II covers derivative securities, which are instruments whose value comes from the stock: stock options (the right to buy at a set price), RSUs (restricted stock units, which turn into free shares once they vest), and warrants (options issued by the company itself). When a row appears, it shows a grant, an exercise, or a conversion.

The columns that matter

Title says what it is (option, RSU, warrant). Conversion or exercise price is the strike price for options. Acquired / Disposed shows how many were gained or lost. Dates show when the instrument becomes usable and when it expires.

Why it matters

Many insiders get most of their pay in options and RSUs. When they exercise options and sell the shares the same day, Table II and Table I show two halves of one story. Seeing both tells you whether a sale was simply cashing out pay or a separate decision.

What they are

The small numbers in blue next to values in the tables point to the Explanation of Responses at the bottom of the form. This is where the filer adds context that doesn't fit in a box, and it often changes how you read the trade.

Three things footnotes commonly reveal

A trading plan. Footnote 1 says the trades were made under a Rule 10b5-1 plan adopted on May 22, 2026, about four months before the sales, so the schedule was set long before 9/21.

Price ranges. Large orders fill in many small pieces. The price shown is a weighted average, and the footnote gives the range (for example $221.59 to $222.58). That's why prices have four decimals.

Trusts and transfers. Footnote 3 says 30,460 shares were moved to a family living trust without payment, and footnote 4 says the trust holds the shares. That explains why ownership reads "Indirect."