Form 5 is the annual insider ownership filing required under Section 16(a) of the Securities Exchange Act of 1934. Officers, directors, and beneficial owners of more than ten percent of a registered equity class use Form 5 to report transactions that were eligible for deferred reporting or were not previously reported on Form 4 during the issuer's fiscal year. This structured dataset contains parsed Form 5 and Form 5/A filings from 2009 onward, with each record representing a single filing by one reporting person for one issuer for one fiscal year. Records include issuer and reporting owner identifiers, relationship codes, transaction-level detail (dates, codes, quantities, prices), year-end holdings positions, derivative instrument data, and footnotes — all extracted from the SEC's ownership reporting XML and delivered as gzip-compressed JSONL.
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Each record is a single Form 5 filing (or Form 5/A amendment) as submitted to EDGAR in XML format. The unit of observation is one reporting person filing with respect to one issuer for one fiscal year. A record contains the parsed, structured content of that filing: issuer identification, reporting owner identification and relationship to the issuer, filing metadata including the period of report (the issuer's fiscal year-end date), two transaction-and-holdings tables (one for non-derivative securities, one for derivative securities), and associated footnotes.
The dataset is organized into gzip-compressed JSONL container files, one per calendar month, grouped by year (e.g., 2025/2025-02.jsonl.gz). After decompression, each line is a self-contained JSON object representing one Form 5 filing. The dataset covers form types 5 and 5/A from 2009 to the present.
Form 5 serves a dual function: reporting transactions that changed the insider's beneficial ownership during the fiscal year and stating the insider's total year-end holdings position. This includes gifts, inheritances, small acquisitions under Rule 16a-6, certain exempt employee benefit plan transactions under Rule 16a-12, and any Form 4 transactions that were missed during the year. Since mid-2003, all Form 5 filings have been submitted in the SEC's ownership reporting XML format. This dataset covers filings from 2009 onward and presents parsed JSONL records derived from those XML sources.
A record is organized into five content layers: issuer identification, reporting owner identification and relationship, filing metadata, the two transaction-and-holdings tables, and footnotes.
The issuer object contains the name of the issuer whose securities are the subject of the filing (issuer.name), the issuer's Central Index Key (CIK) as assigned by EDGAR (issuer.cik), and the issuer's trading symbol (issuer.tradingSymbol). The ticker field reflects what was reported at the time of submission and may be absent for non-listed issuers or if the filer left it blank.
The reportingOwner object identifies the filing person or entity: name (reportingOwner.name), CIK (reportingOwner.cik), and address (reportingOwner.address with fields street1, street2, city, state, zipCode). A single Form 5 filing corresponds to one reporting owner–issuer pair, though EDGAR permits joint group filings in rare cases.
The owner's relationship to the issuer is encoded in the reportingOwner.relationship object through four boolean flags and one text field:
relationship.isDirector — the reporting person is a member of the issuer's board of directors.relationship.isOfficer — the reporting person is an officer of the issuer as defined under Section 16. When true, the relationship.officerTitle free-text field specifies the title (e.g., "Chief Financial Officer," "VP, Controller"). This field exhibits wide variation in formatting and abbreviation.relationship.isTenPercentOwner — the reporting person beneficially owns more than ten percent of a class of the issuer's equity securities.relationship.isOther — any other relationship triggering Section 16 obligations, with an explanatory text field when true.Multiple flags may be true simultaneously. The flags reflect the insider's status at the time of filing, which may differ from the status during the transactions being reported.
accessionNo — the unique EDGAR filing identifier, serving as the primary key linking the record to the source filing on EDGAR.filedAt — the date and time EDGAR accepted the filing (ISO 8601 format with timezone).periodOfReport — the last day of the issuer's fiscal year to which the filing relates. This date anchors both the transaction-reporting window and the year-end holdings snapshot.documentType — "5" for an original filing, "5/A" for an amendment.notSubjectToSection16 — a flag indicating the reporting person is no longer subject to Section 16 but is filing to report transactions that occurred while they were still an insider.remarks — an optional free-text field for general filer commentary.ownerSignatureName and ownerSignatureNameDate — the name and date of the filing's signatory.id — a unique 32-character hex identifier for the record.schemaVersion — the XML schema version of the source filing.The nonDerivativeTable object contains two arrays: transactions and holdings. Table I reports transactions in and year-end holdings of non-derivative equity securities — common stock, preferred stock, and similar instruments. Each entry in transactions represents a transaction that occurred during the fiscal year; each entry in holdings represents a position not involved in a transaction but reported at year-end. Fields per transaction:
securityTitle — free-text name of the security class.transactionDate — date the transaction was executed. Absent for holdings-only entries.coding.code — a single-character transaction code specifying the transaction's nature. Codes commonly appearing on Form 5 include: A (grant/award from issuer), D (disposition to issuer), F (payment of exercise price or tax by delivering securities), G (bona fide gift), I (discretionary benefit plan transaction under Rule 16b-3(f)), J (other acquisition or disposition, including inheritances and changes in ownership form), K (equity swap transaction), L (small acquisition under Rule 16a-6), M (exercise or conversion of derivative security), P (open-market or private purchase), S (open-market or private sale), W (acquisition or disposition by will or descent), X (exercise of derivative security), C (conversion of derivative), and Z (voting trust deposit/withdrawal).coding.formType — the original form type where the transaction was or should have been reported (e.g., "4", "5").coding.equitySwapInvolved — flag indicating whether the transaction involved an equity swap.timeliness — timeliness indicator; "L" indicates a late filing.amounts.shares — number of shares or units acquired or disposed of.amounts.acquiredDisposedCode — "A" (acquired) or "D" (disposed).amounts.pricePerShare — per-share transaction price. May be zero for gifts, awards, or non-market transactions.postTransactionAmounts.sharesOwnedFollowingTransaction — post-transaction beneficial ownership total for that security class and ownership form.ownershipNature.directOrIndirectOwnership — "D" (direct) or "I" (indirect).ownershipNature.natureOfOwnership — free-text field identifying the indirect ownership vehicle (e.g., "By Spouse," "By Family Trust," "By 401(k) Plan"). Present when ownership is indirect.The derivativeTable object contains two arrays: transactions and holdings. Table II reports transactions in and year-end holdings of derivative securities — stock options, warrants, restricted stock units (RSUs), stock appreciation rights (SARs), convertible notes, and phantom stock. Each entry in transactions contains:
securityTitle — free-text description of the instrument.conversionOrExercisePrice — per-share price at which the derivative can be exercised or converted.transactionDate, deemed execution date, coding.code, coding.formType, coding.equitySwapInvolved — same semantics as Table I.amounts.shares — quantity of derivative instruments transacted.amounts.acquiredDisposedCode — "A" (acquired) or "D" (disposed) of the derivative itself.amounts.pricePerShare — price paid or received for the derivative instrument itself (distinct from the exercise price).exerciseDate — date the derivative becomes exercisable. Complex vesting schedules are typically described in footnotes.expirationDate — date the derivative expires.underlyingSecurity.title — the equity class into which the derivative converts.underlyingSecurity.shares — quantity of underlying shares obtainable upon full exercise or conversion.postTransactionAmounts.sharesOwnedFollowingTransaction — post-transaction holding total. Some derivative positions report postTransactionAmounts.valueOwnedFollowingTransaction (dollar value) instead, when the number of underlying shares is indeterminate.ownershipNature.directOrIndirectOwnership and ownershipNature.natureOfOwnership — same semantics as Table I.The footnotes array contains objects with id (e.g., "F1") and text fields. Both tables reference these footnotes through companion *FootnoteId array fields on individual transactions and holdings, providing context that cannot be expressed in the structured table fields. Footnotes convey vesting schedules, performance conditions, shared voting or dispositive power arrangements, indirect ownership explanations, weighted-average price calculations, plan details, and circumstances of gifts or inheritances. Footnotes are preserved in the dataset where present in the source filing.
A Form 5/A replaces the original Form 5 in its entirety — it is not a differential update. The dataset distinguishes amendments via the form type field and includes the date of original submission to link an amendment to its predecessor. When multiple records exist for the same owner–issuer–fiscal-year combination, the most recent 5/A supersedes all prior versions.
Form 5 is filed by Section 16(a) reporting persons — officers, directors, and greater-than-ten-percent beneficial owners of any class of equity security registered under Section 12 of the Exchange Act.
The issuer must have a class of equity securities registered under Section 12. Foreign private issuers are exempt from Section 16, so their insiders do not file Form 5. Issuers reporting solely under Section 15(d) without a Section 12 class are also outside the regime.
Form 5 is an annual filing prescribed by Rule 16a-3(f), due within 45 calendar days after the end of the issuer's fiscal year. It captures transactions from that fiscal year that were either eligible for deferred reporting or were not timely reported on Form 4. Reportable categories include:
If all of a reporting person's transactions during the fiscal year were timely reported on Form 4 — or there were no transactions at all — no Form 5 is required. The 2002 Sarbanes-Oxley acceleration of Form 4 deadlines substantially reduced Form 5 volume; remaining filings now consist primarily of gifts, inheritances, small acquisitions, certain exempt plan transactions, and late items.
Form 5 belongs to the Section 16 insider-reporting family (Forms 3, 4, and 5). It also borders other SEC regimes that track beneficial ownership or insider activity but differ in legal basis, timing, filer population, or content.
Form 4 is the closest dataset. Both report insider transactions under Section 16(a), use nearly identical XML schemas, and share the same core fields. The key difference is timing: Form 4 must be filed within two business days of most reportable transactions, while Form 5 is an annual catch-all filed within 45 days of the issuer's fiscal year-end, covering transactions eligible for deferred reporting or items that should have appeared on Form 4 but were missed. Post-Sarbanes-Oxley, Form 4 captures the vast majority of insider transactions, making Form 5 far smaller in volume. But Form 5 is not a subset of Form 4 — its transactions generally appear on no Form 4. Using Form 4 alone misses deferred-reporting activity.
Form 3 is filed once when a person first becomes a Section 16 insider. It establishes a baseline holdings snapshot but contains no transactions. Form 5 shares the same filer population and regulatory basis but records transactions with dates, quantities, prices, and transaction codes. Form 3 marks entry into Section 16 status; Form 5 captures year-end deferred activity.
Despite the shared concept of "beneficial ownership," Schedules 13D/13G operate under Section 13(d), not Section 16(a). The filer populations overlap only at the 10%+ threshold; most 13D/13G filers are institutional investors or activists, not corporate insiders. Schedules 13D/13G report aggregate ownership percentages and (for 13D) narrative disclosures about acquisition purpose and plans. Form 5 reports per-transaction detail without aggregate percentages or purpose narratives. The two answer different questions: "who holds large blocks and why" versus "what deferred insider transactions occurred this year."
Form 144 signals a planned sale of restricted securities under Rule 144; Form 5 reports completed transactions. A Form 144 notice may never result in a Form 5 entry if the sale is reported promptly on Form 4 or never completed. Form 144 is forward-looking intent; Form 5 is backward-looking record.
Proxy statements disclose insider holdings in aggregate ownership tables but are filed by the issuer, not the insider. They report aggregate positions as of a record date, not individual transactions. Proxy tables can confirm year-end positions but cannot reconstruct the transaction history that produced them. Form 5 provides that transaction history for deferred events.
Form 5 is the only annual, transaction-level, insider-filed disclosure that captures activity excluded from Form 4's prompt-reporting regime. For a complete picture of Section 16 insider activity, Form 5 is the necessary complement to Form 4, filling the deferred-reporting gap that no other dataset covers.
Form 5 captures insider transactions that were deferred from Form 4, reported late, or eligible for annual reporting. The professionals who rely on it are focused on compliance gaps, deferred transactions, and completing the annual insider ownership record.
The primary users. They verify that every reportable insider transaction was disclosed on either Form 4 or Form 5 within required deadlines. Key fields: filing date, period of report, transaction date, and transaction code. A transaction dated months before the filing date with no prior Form 4 signals a delinquent filing that must be disclosed in the proxy statement. These teams cross-reference Form 5 against Form 3/4 records to identify gaps, prepare the Section 16(a) compliance disclosure for the annual proxy, and benchmark delinquent filing rates across peer companies.
Governance analysts use Form 5 to complete insider ownership tables for directors and officers. They track post-transaction share totals, transaction types (especially gifts that alter economic stakes), and whether insiders routinely defer to Form 5 instead of filing timely Form 4s — a pattern that governance scoring models treat as a risk indicator.
These teams reconcile Form 5 filings against internal equity plan records at fiscal year-end. Many deferred transactions involve plan activity: option exercises under Rule 16b-3, RSU vesting, or ESPP acquisitions qualifying for the small-acquisition exemption. They rely on derivative security descriptions, transaction codes, share quantities, and exercise prices to confirm accurate beneficial ownership statements before the proxy is filed.
Analysts tracking insider activity use Form 5 to catch transactions absent from Form 4 during the year. Gift transactions by executives can meaningfully shift insider ownership percentages without a market sale. Repeated Form 5-only reporting by a company's insiders can also serve as a qualitative signal of weak internal compliance controls.
Researchers studying insider trading behavior, disclosure timeliness, and governance quality use Form 5 to ensure complete transaction datasets. The structured fields support large-sample empirical work, and the gap between what Form 5 reports and what Form 4 already captured is itself a variable in compliance and governance studies.
Reporters use Form 5 to surface transactions that were never reported on Form 4 and only appeared at year-end. Common investigative angles include late-reported sales near earnings announcements, undisclosed gifts to related parties, and patterns of repeated delinquent filing by the same individuals.
Data engineering teams ingest Form 5 to maintain complete insider ownership databases. Without it, running share counts and ownership percentages have gaps. Amended filings (5/A) require additional reconciliation logic to supersede prior records.
Compliance teams compare each Form 5 transaction date against the filing date and check whether a corresponding Form 4 was filed earlier. A transaction code of P or S with no prior Form 4 indicates a delinquent filing that must be disclosed in the issuer's annual proxy statement. The output is the Section 16(a) delinquent-filer table required in the DEF 14A.
Equity plan administrators use Form 5 to verify that every deferred plan transaction — option exercises (codes M and X), RSU vestings (code A), and small ESPP acquisitions (code L) — is reflected in both internal records and SEC filings. They match derivative security titles, exercise prices, share quantities, and post-transaction holdings against the company's stock plan administration system.
Analysts and journalists filter Form 5 filings for transaction codes G (gift) and W (inheritance) to identify ownership transfers that never appeared on Form 4. The share quantity, post-transaction holdings, and reporting owner identity fields reveal which insiders transferred significant stakes and whether the transfer was disclosed only at year-end.
Data vendors and quantitative researchers merge Form 5 records with Form 3 and Form 4 data to build a complete annual insider transaction ledger. Without Form 5, running ownership balances drift from actual positions. Amended filings (5/A) require superseding the original record for the same owner–issuer–fiscal-year combination.
Governance analysts aggregate Form 5 filings across issuers to flag companies where insiders routinely defer Form 4-eligible transactions to Form 5. A high ratio of P and S transaction codes on Form 5 signals weak internal compliance controls. This feeds peer-company benchmarking as an input to governance scoring models.
Researchers use the ownership form (direct/indirect) and nature-of-indirect-ownership fields to track how insiders restructure beneficial ownership across personal accounts, family trusts, spousal holdings, and retirement plans. Form 5 captures deferred transfers between these vehicles that do not appear on Form 4, revealing estate planning activity and changes in dispositive control.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-5.json
This endpoint returns metadata about the dataset and a list of all available container files. No API key is required. The response includes the dataset name, description, last-updated timestamp, earliest sample date, total records and size, covered form types, container format, and a list of individual containers with their size, record count, last-updated timestamp, and download URL.
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{
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"datasetId": "1f11ba9b-d59d-64c0-9d24-60297dae0f56",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-5.zip",
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"name": "Form 5 - Annual Statement of Changes in Beneficial Ownership",
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"updatedAt": "2026-03-24T05:00:01.000Z",
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"earliestSampleDate": "2009-01-01",
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"totalRecords": 15014687,
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"totalSize": 15014687,
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"formTypes": ["5", "5/A"],
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"containerFormat": "JSONL.GZ",
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"fileTypes": ["JSONL"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-5/2026/2026-03.jsonl.gz",
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"key": "2026/2026-03.jsonl.gz",
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"size": 234521,
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"records": 412,
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"updatedAt": "2026-03-24T05:00:01.000Z"
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}
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]
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}
Download Entire Dataset:
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https://api.sec-api.io/datasets/form-5.zip?token=YOUR_API_KEY
Downloads the full dataset as a single archive containing all container files. Requires an API key.
Download Single Container:
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https://api.sec-api.io/datasets/form-5/2026/2026-03.jsonl.gz?token=YOUR_API_KEY
Downloads one individual container file instead of the full dataset. Requires an API key. Container paths are listed in the dataset index JSON API response.
Form 4 must be filed within two business days of most insider transactions. Form 5 is an annual filing due within 45 days of the issuer's fiscal year-end, covering transactions that were eligible for deferred reporting (gifts, small acquisitions, certain plan transactions) or that were missed and not timely reported on Form 4. Both use the same Section 16(a) framework and nearly identical data structures, but Form 5 captures activity that does not appear on any Form 4.
The Sarbanes-Oxley Act of 2002 accelerated Form 4 deadlines from ten days to two business days and expanded the categories of transactions requiring prompt Form 4 reporting. This shifted most insider activity to Form 4, leaving Form 5 as a residual for deferred-eligible transactions and late items.
Some Form 5 filings contain empty transaction tables, serving only to affirm that the insider had no reportable deferred transactions during the fiscal year. Some issuers request these filings to support the Section 16(a) compliance disclosure in the annual proxy statement.
The form structure does not cleanly distinguish these. The transaction code provides the strongest signal: codes G (gift), L (small acquisition), J (other exempt transaction), and I (discretionary benefit plan transaction) indicate deferral-eligible categories, while P (purchase) and S (sale) suggest transactions that should have been reported on Form 4 within two business days.
A Form 5/A replaces the original Form 5 in its entirety. Both the original and the amendment appear as separate records in the dataset, distinguished by the form type field. The date of original submission field on the 5/A links it to its predecessor. When building ownership balances, the most recent 5/A for a given owner–issuer–fiscal-year combination supersedes all prior versions.
The dataset contains parsed Form 5 and Form 5/A filings from 2009 onward. Data is updated regularly as new filings are published on EDGAR.
Form 5 alone captures only deferred and late annual transactions. A complete insider ownership history requires combining Form 3 (initial holdings), Form 4 (prompt transaction reports), and Form 5 (annual deferred/late items) for each reporting person–issuer pair.