Form 5

Glossary Entry

Form 5 is the Annual Statement of Changes in Beneficial Ownership of Securities filed with the U.S. Securities and Exchange Commission (SEC) under Section 16(a) of the Securities Exchange Act of 1934 and the implementing rules in Rule 16a-3. It is used by insiders — including officers, directors, and beneficial owners of more than 10 % of a class of equity securities registered under Section 12 of the Exchange Act — to report certain transactions or holdings that were not previously reported on Form 4 or were eligible for deferred filing. (SEC)

Who Must File:

A reporting person under Section 16(a) must file Form 5 if, during the issuer’s fiscal year:

  • There were transactions or holdings that should have been reported on Form 4 but were not; or
  • There were transactions that were eligible for deferred reporting and therefore not required to be reported on Form 4 at the time they occurred. (NASPP)

Reporting persons generally include:

  • Officers of an issuer with equity securities registered under Section 12;
  • Directors of such issuers;
  • Beneficial owners of more than 10 % of any class of such registered equity securities;
  • Certain related persons, trusts, or entities subject to Section 16(a). (Federal Reserve)

When It Is Filed:

Form 5 must be filed no later than 45 calendar days after the end of the issuer’s fiscal year if the reporting person had reportable items that were not previously reported. (NASPP)

Purpose:

Form 5 serves as an annual catch-all disclosure to ensure that all reportable beneficial ownership information becomes part of the public record, even if certain transactions were exempt from immediate Form 4 reporting or were inadvertently missed during the fiscal year. (NASPP)

Regulatory Context:

Form 5 is part of the established insider reporting system under Section 16(a) of the Exchange Act, which also includes:

  • Form 3: initial statement of beneficial ownership of securities;
  • Form 4: statement of changes in beneficial ownership;
  • Form 5: annual summary of deferred and previously unreported transactions. (law.cornell.edu)

Recent Developments (Effective March 18, 2026)

Under the Holding Foreign Insiders Accountable Act (HFIAA) — enacted on December 18, 2025 — the scope of Section 16(a) insider reporting will expand to include officers and directors of foreign private issuers (FPIs) that have equity securities registered under Section 12(b) or 12(g) of the Exchange Act, effective March 18, 2026. (SEC)

Key aspects of this change:
  • Directors and officers of FPIs will be required to file Section 16 reports, including Form 5 where applicable, in connection with transactions or holdings that are eligible for deferred reporting or were not previously reported during the fiscal year, within 45 days after the fiscal year end under Section 16(a). (klgates.com)
  • 10 % beneficial owners of FPIs will not be subject to Section 16(a) reporting, including Form 5, based on the statutory language of the HFIAA. (klgates.com)
  • The HFIAA does not extend the Section 16(b) short-swing profit disgorgement rules or the Section 16(c) short-sale restrictions to directors and officers of FPIs. (skadden.com)

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