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Form 3 and Form 5

The initial and annual Section 16 ownership forms, how they sit alongside Form 4, and examples from UPS and Johnson & Johnson.

The short answer

Form 3 and Form 5 are the bookends of the Section 16 filings that insiders (directors, officers and 10% holders) make with the SEC. Form 3 is the initial statement of beneficial ownership, due within 10 days of becoming an insider. Form 4, covered separately, reports changes along the way. Form 5 is the annual catch-up, due 45 days after the company's fiscal year end, for holdings and transactions that were not already reported.

Section 16 and the three forms

Rule 16a-3 assigns the work: initial statements of beneficial ownership go on Form 3, changes in ownership go on Form 4, and the annual statement goes on Form 5. The Form 3 instructions say the form must be filed within 10 days after the event by which the person became an insider, typically election as a director, appointment as an officer, or crossing 10% ownership. Form 5 is due on or before the 45th day after the issuer's fiscal year end.

An insider can, and often does, put a transaction that would otherwise wait for Form 5 onto an earlier Form 4 instead. Many insiders have nothing left to report on Form 5 because every change already went out on Form 4.

Form 3: the starting snapshot

The Form 3 lists the insider's relationship to the company and the securities already owned, including derivatives. If the person owns no shares yet, the form says so. UPS's Form 3 for Shannon S. Eisenhardt, a director, reports a date of event of November 4, 2026, and states that no securities are beneficially owned. It is a starting point; later purchases or awards would show up on Form 4.

Form 5: the annual catch-up

Form 5 reports holdings and transactions that were not previously filed on Form 3 or Form 4, including certain small or exempt transactions, and can also be used to report a transaction late. Johnson & Johnson's Form 5 for director Paula A. Johnson, filed January 28, 2026, reports a disposition of shares in Johnson & Johnson's 2023 exchange offer for Kenvue, and the footnote states that the final exchange ratio was 8.0324 shares of Kenvue common stock per share of Johnson & Johnson common stock accepted in the offer.

Form 144 is a different filing, used before certain sales of restricted or control shares. Rule 10b5-1 plans often appear in the footnotes of Form 4, not on Form 3 or Form 5.

Common questions

What is a Form 3?

The initial Section 16 statement of beneficial ownership, filed by a new director, officer or 10% holder, generally within 10 days of becoming an insider.

What is a Form 5?

The annual Section 16 statement, due 45 days after the company's fiscal year end, for holdings and transactions not already reported on Form 3 or Form 4.

How do Forms 3 and 5 differ from Form 4?

Form 3 is the starting snapshot. Form 4 reports changes, generally within two business days. Form 5 is the year-end catch-up for what was not already filed.

Does every insider file a Form 5 each year?

No. If every transaction was already reported on Form 4, and there is nothing else to add, many insiders have no Form 5 to file.

What does “no securities are beneficially owned” on a Form 3 mean?

That, at the time of the initial statement, the insider did not yet beneficially own shares of the company. Later awards or purchases would appear on Form 4.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 10, 2026

General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.

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