SEC Form 5 explained — annual statement of ownership

A Form 5 is an annual catch-up filing. It reports transactions that were eligible for deferred reporting during the year, plus anything that should have been reported on a Form 4 but was not.

When it is filed

Within 45 days after the company’s fiscal year end. Many insiders never need one — it is only required if there are reportable items not already disclosed.

What gets deferred to a Form 5

• Small acquisitions that fell under reporting thresholds during the year.
• Certain bona fide gifts and inheritances.
• Other transactions exempt from immediate Form 4 reporting.
• Late items — transactions that should have been on a Form 4 but were missed.

Signal value

Because it is annual and largely housekeeping, a Form 5 carries less signal than a Form 4. The exception worth a look: a late-reported open-market buy or sale that surfaces here for the first time.