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Glossary · Registers & filings

SEC Forms 3, 4 and 5, explained.

Insider filings show who the insiders are and when they buy or sell.

The short answer

SEC Forms 3, 4 and 5 are insider-ownership reports filed by a public company’s officers, directors and holders of more than 10% of a registered class of its equity. Form 3 is the initial statement, Form 4 reports changes — generally within two business days — and Form 5 is an annual statement for certain transactions.

At a glance

Term
SEC Forms 3, 4 and 5
Also known as
insider filings · Form 4
Category
Registers & filings
Where it matters
Company and founder due diligence

SEC Forms 3, 4 and 5 in practice

Insider filings show who the insiders are and when they buy or sell. They are public on EDGAR soon after each transaction.

Form 4 transactions carry codes — open-market purchases and sales, option exercises, gifts and grants are coded differently — so the code matters more than the headline number.

Why SEC Forms 3, 4 and 5 matter

  • Identifies officers and directors with primary-source evidence.
  • Insider buying and selling is widely watched context for public companies.

SEC Forms 3, 4 and 5 in MarketPrior

MarketPrior reads Forms 3, 4 and 5 as a source of officers, directors and their contact context for US public companies, alongside SEC submissions data.

FAQ

Frequently asked questions

How quickly must a Form 4 be filed?
Generally within two business days of the transaction.
Do Forms 3/4/5 apply to private companies?
No. They apply to insiders of companies with a registered class of equity securities.
Are insider sales a bad sign?
Not necessarily. Insiders sell for many reasons, including taxes and pre-arranged trading plans; open-market purchases are usually read as more informative.

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