Form 5

Form 5 is the annual SEC filing in which a company's Section 16 insiders (directors, officers, and more-than-10% holders) catch up on ownership changes that were not reported on a Form 4 during the year. It is due within 45 days after the end of the company's fiscal year, under Rule 16a-3(f).

Most insider activity is reported on Form 4 within days, so Form 5 is a year-end sweep rather than a primary source. A filer owes nothing if every reportable item was already disclosed before the due date.

Full guide: SEC Form 4 Transaction Codes: Full List and What Each Code Means

Rule 16a-3(f) lists what belongs on a Form 5. It covers certain transactions exempt from Section 16(b) short-swing profit liability, small acquisitions under Rule 16a-6 (the form's instructions describe these as acquisitions within a six-month period that do not exceed $10,000 in market value), and any holding or transaction that should have been reported during the year but was not. On a person's first Form 5, the look-back reaches the issuer's last two fiscal years. Late items are flagged with a code so a reader can see they were delinquent.

Some exempt transactions cannot wait for Form 5 at all. Under Rule 16a-3(g), bona fide gifts and exercises or conversions of derivative securities are Form 4 items regardless of whether they are exempt from Section 16(b). An insider may also choose to report any Form 5 item early on a Form 4, as long as it is filed by the Form 5 due date.

A person who stopped being an insider during the year can still owe a Form 5 for that year. Directors and officers of a foreign private issuer are within the Section 16 reporting system, but under Rule 16a-2 its 10% holders are not, so they file no Form 5. The filing shows total holdings at fiscal year end for each class in which a transaction is reported.

GeminIQ's insider data is built on Form 4 transactions. For investors, a Form 5 is most informative when it reveals delinquent reporting: an insider who missed Form 4 deadlines during the year has to disclose those items here.