Code F: Exercise price or tax withholding, delivered or withheld shares
13.2%of all 2025 Form 4 transactions
18.1%of Table I lines (non-derivative)
0.13%of Table II lines (derivative)
50,650transaction lines filed
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
Use it when
- Issuer withholds shares from a vesting award to cover tax withholding.
- Reporting Person delivers already owned shares to the issuer to pay an option exercise price.
- Issuer withholds shares upon option exercise to cover the exercise price.
- A combined delivery or withholding event covers both exercise price and tax liability on the same line.
EDGAR expects
| Table | Table I |
| Code | F |
| Acquired / Disposed | D |
| Number of shares | required, decimal allowed |
| Price per share | generally needs a footnote if blank |
What the footnote typically covers
- Is this covering an exercise price, a tax liability, or both?
- What security's receipt, exercise or vesting triggered this?
- Was this a delivery of already owned shares or a withholding out of the award?
What if AI could draft your Form 4, including the footnotes?
Section 16 Agent can.