# 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.

Form 5, "Annual Statement of Changes in Beneficial Ownership", is filed by an [insider](/glossary/insider) within 45 days after the end of the company's fiscal year. It reports transactions that did not need a [Form 4](/glossary/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.

## Related terms

- [Form 4](/glossary/form-4.md)
- [Form 3](/glossary/form-3.md)
- [Insider](/glossary/insider.md)
- [Transaction code](/glossary/transaction-code.md)

## Guides that use it

- [Insider trades: what Form 4 tells you](/guides/insider-trades-what-form-4-tells-you.md)

All terms: [/glossary.md](/glossary.md)