Form 5

An insider's annual statement of changes in ownership that were exempt from Form 4 or should have been reported earlier.

Updated Oct 17, 2026

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Form 5, "Annual Statement of Changes in Beneficial Ownership", is filed by an insider within 45 days after the end of the company's fiscal year. It reports transactions that did not need a Form 4 at the time, such as certain small acquisitions, and any transactions that should have been reported on Form 4 but were not.

Reading it

Many insiders never file a Form 5, because they have nothing to report on it.
A Form 5 can reveal a transaction long after it happened. Check the transaction date, not only the filing date.
Since 2023, gifts of securities must be reported on Form 4 within two business days, so Form 5 now carries fewer of them than before.
Late Form 4 filings show up here, and the company's proxy statement must name insiders who filed late.

All terms

Related terms

Form 4The filing an insider makes within two business days of buying, selling or otherwise changing their holdings of the company's securities.
Form 3An insider's first statement of what they own in the company, filed within 10 days of becoming an insider.
InsiderA company's directors, its officers and owners of more than 10% of a class of its shares, who must report their trades.
Transaction codeThe letter on each Form 4 line that says what kind of transaction it was: P for an open-market purchase, S for a sale, and more.

Guides that use it

Insider trades: what Form 4 tells youHow to read a Form 4 line by line, which transaction codes are decisions and which are paperwork, and what an insider's trade can and cannot tell you.