Form 5
M
Marcus ThornePlain English Definition
SEC Form 5 is an "Annual Statement of Changes in Beneficial Ownership." It is used to report any transactions that were exempt from Form 4 reporting or should have been reported on Form 4 but weren't.
The Trader's Take
The Signal
Can reveal "hidden" gifts or small transactions that occurred throughout the year.
The Noise
Often used for dividend reinvestments or small stock gifts to family members, which rarely impact stock price.
Actionable Insights
- 1Scrub Form 5 filings for large "catch-up" trades that were missed during the year.
- 2Look for changes in indirect ownership (trusts, family members).
Regulatory Context & Context
Form 5 is due within 45 days after the end of the company's fiscal year. It acts as a final audit for the insider's reporting obligations for that year.
Common Misconceptions
It is not a replacement for Form 4.
Most active traders ignore Form 5, but it is critical for calculating total "float" owned by insiders.
Frequently Asked Questions
Is Form 5 mandatory every year?
Only if there are transactions to report that weren't already covered by Form 4.