# Form 5

> An annual SEC filing where insiders report exempt or small transactions that were not already disclosed on Form 4, due 45 days after fiscal year end.

Source: https://www.quantisnow.com/glossary/form-5
Topic: Glossary / Insiders and ownership
Also known as: SEC Form 5, annual statement of beneficial ownership
Last updated: 2026-10-27

Form 5 is the annual statement of changes in beneficial ownership that Section 16 insiders (officers, directors and more-than-10% holders) file to report transactions that were exempt from, or eligible for deferral from, [Form 4](https://www.quantisnow.com/glossary/form-4) reporting. It is due within 45 days after the end of the company's fiscal year.

## How it works

Most insider transactions must be reported on Form 4 within two business days. A narrow set can wait until Form 5, including:

- Certain small acquisitions below the reporting thresholds.
- Some gifts and transfers that were exempt under the rules in force when they occurred.
- Transactions the insider should have reported on Form 4 but did not (a late catch-up).

If an insider has nothing to report for the year, no Form 5 is required, though some companies ask for a written statement confirming that. Many insiders voluntarily report deferrable transactions on Form 4 instead, so plenty of companies see few or no Form 5 filings.

Form 5 filings cluster in February for calendar-year companies, since the deadline falls about mid-February.

## Why it matters for traders

Form 5 is rarely market moving because it reports old, usually small or non-economic transactions. Still, it can reveal things worth noting: large gifts of stock (sometimes made shortly before bad news, which regulators and academics have studied), or a pattern of late reporting that suggests weak compliance. Delinquent Section 16 filings must also be disclosed in the company's proxy statement.

## Example

A director of Cobalt Ridge Mining (ticker CBRM) gifted 5,000 shares to a family foundation in July and did not report it then. The company's fiscal year ends December 31, so the director's Form 5, filed by mid-February, lists the July gift with code G.

## FAQ

### When is Form 5 due?

Within 45 days after the end of the issuer's fiscal year. For a calendar-year company that is mid-February.

### Is Form 5 the same as Form 4?

They use a similar layout, but Form 4 reports changes within two business days while Form 5 is an annual catch-up for exempt or deferred transactions.

## Related terms

- [Form 3](https://www.quantisnow.com/glossary/form-3.md): The initial SEC statement of beneficial ownership filed by a company's officers, directors and 10% holders when they first become insiders.
- [Form 4](https://www.quantisnow.com/glossary/form-4.md): The SEC filing that reports a change in an insider's holdings, such as a purchase, sale, option exercise or grant, generally within two business days.
- [Beneficial owner](https://www.quantisnow.com/glossary/beneficial-owner.md): A person who has or shares voting or investment power over a security, directly or indirectly, even if the shares are held in another name.
- [Insider buying](https://www.quantisnow.com/glossary/insider-buying.md): Purchases of a company's stock by its officers, directors or 10% holders, reported to the SEC on Form 4 and watched as a signal of insider confidence.

## On Quantisnow

- [SEC Form 5 annual insider statements](https://www.quantisnow.com/categories/form-5)
- [Form 4 explained](https://www.quantisnow.com/guides/form-4-insider-trading-explained)
- [Insider trading tracker](https://www.quantisnow.com/insiders)