Form 5 confirmations

Send confirmation links

Send each reporting person a single-use link from Insiders so they affirm whether a Form 5 is required for year-end.

What each insider affirms

Each insider affirms either that no Form 5 is required (no unreported transactions or holdings) or that they may have reportable items, with details. Responses are stored with the insider record.

Each item is one row: gift received, gift given, small acquisition, transfer by will or descent, or other, with a date, a share count and one line. A gift given listed here is a late Form 4 item, not a Form 5 item (below).

Which transactions are Form 5 items

Rule: Rule 16a-3(f)(1) defers a few transactions to the Form 5 due 45 days after fiscal year end; everything else is a Form 4 item due before the end of the second business day after it (Rule 16a-3(g)(1)).

TakePublic judges each recorded transaction by the rule as in force on its date and shows the due line beside it.

• A transfer by will or the laws of descent (code W) is a Form 5 item, both sides (exempt under Rule 16b-5).
• An acquisition by bona fide gift (the donee's side, code G) is a Form 5 item. A disposition by gift has been a Form 4 item since February 27, 2023 (Release 33-11138 amended Rule 16a-3(f)(1)(i)(A) and (g)(1)); gifts given before that date were Form 5 items.
• A grant, award or other transaction with the company exempt under Rule 16b-3 has been a Form 4 item since the 2002 amendments; it does not wait for the Form 5.
• Small acquisitions under Rule 16a-6 can be Form 5 items, but the test is an aggregate one over six months that a single row cannot answer, so TakePublic shows the Form 4 clock for them; your counsel can confirm the exemption.
• A dividend reinvestment under a broad-based plan (Rule 16a-11) and a purchase under a qualified employee stock purchase plan (Rule 16b-3(c); Rule 16a-3(f)(1)(i)(B)) are exempt from Section 16(a): no Form 4 is owed, reporting them on the Form 5 is voluntary, and they are never late. Record transaction's Exempt under marks them on an acquisition coded A or J.

What a Form 5 draft files

Rule: a Form 5 reports the year's transactions not reported before and, for each class with a reported transaction, what the insider owned at the end of the company's fiscal year (Form 5 General Instruction 4). A first Form 5 also covers what should have been reported in the two fiscal years before and was not (Rule 16a-3(f)(1)(iv)).

• Column 5 on every row is the holding at fiscal year end, or on the day the person left if that came first, never the balance after each row.
• A Form 5 item carries a 5 beside its code. A Form 4 item reported late, such as a gift given, carries a 4 ("G4") and checks the form's Form 4 Transaction Reported box; a holding that belonged on a Form 3 carries a 3 and checks Form 3 Holdings Reported (Form 5 Instruction 8).
• A person the roster records as having left the company gets the box for no longer being subject to Section 16 (General Instruction 1(b)).
• Box 3 is the fiscal year end the statement covers, and column 2A shows a deemed execution date when the row has one.
• For a person with no earlier Form 5 on record, the year's check also lists unreported items from the two fiscal years before it.

How annual requests work

Annual requests on the Insiders page runs the year-end asks in one season: the Form 5 confirmation for every current Section 16 insider and, on Core, the D&O questionnaire for directors and officers, once a year. The answers stay on file with the roster for the proxy and Part III of the 10-K.

On Monitor and Section 16 the season is the Form 5 confirmation alone. To schedule the D&O questionnaire, add Annual D&O questionnaire to the Company calendar: it suggests 30 days before the anniversary of your last proxy statement on EDGAR (30 days after your fiscal year end when none is on record), which you can change, and it is your company's own step, not an SEC deadline.

On Core, questionnaire answers are due 30 days before the anniversary of the proxy (the DEF 14A on file); the send goes out 90 days before it.

• EDGAR settles what it can first: a year with every Form 4 on time and no gift received, transfer by will or small purchase left for Form 5 reads Clean on EDGAR (Rule 16a-3(f)(1)). That is EDGAR's verdict, not the person's statement.
• A person EDGAR cannot settle reads Needs confirmation; the company records the answer it knows, or asks by email.
• The Form 5 confirmation is a written representation the company relies on for its Item 405 disclosure, in TakePublic's words, so none goes out until a company admin records, in Settings › Forms, which of your securities counsel approved them. From 30 days before the fiscal year ends, a company admin's Home asks for that approval if it is missing. Recording an answer the company already knows needs none.
• A company admin sends the requests and reminders, and so does your preparer, or a law firm that prepares, while Can set up insiders is on for it. Each person answers from an emailed link; a reminder replaces the earlier link. What a person answers, and any transactions they list, go to the company admins, company users whose Works on includes Section 16, your securities counsel, the auditor, and a preparer or law firm while Can set up insiders or Can keep supporting records is on for it. Other directors, officers and staff see only whether each person answered and when, never what they said.
• A Form 5 confirmation saves to the request as the person answers, so a reminder's link or another device picks up where they left off. Nobody at the company sees an unsent answer, and it is deleted once the request is answered or its link expires.
• A send or reminder skips anyone emailed in the last minute, reminded five times this hour, or without an address, and names who was skipped.

Year-end Form 5 check

Deadline: the year-end Form 5 check on the Company calendar is due 45 days after fiscal year end for Section 12 issuers (Rule 16a-3(f)(1)).

Use the collected representations together with any Form 5 filings to close that calendar entry; the company may rely on the filed Forms 3, 4 and 5 and on each written representation that no Form 5 is required (Regulation S-K Item 405(b)).

The check's calendar sheet lists every insider on the roster during the year with one word each: Filed (a Form 5 for the year is on EDGAR, linked), Nothing to report (the person's own answer, or one your team recorded, with who answered: no Form 5 is required), Form 5 owed (their answer says one may be), Waiting and Open.

Record answers records the whole roster's answers at once, each as Nothing to report or Still owes, in your name; Filed comes from EDGAR alone, so a row whose Form 5 is on the filing index is locked to that filing. It works on every plan, Monitor included, for an answer that arrived by email or on paper.

Sending the Form 5 request is part of Section 16 and Core; Ask by email sends it to everyone unanswered who has an address.

A changed answer keeps the earlier one in the audit trail, and a check the answers had closed reopens if an answer moves back to Still owes. Once every row reads Filed or Nothing to report the check closes itself; Mark done without answers closes it without them.

A year whose 10-K is already on EDGAR asks for nothing: its Item 405 disclosure reports that year's Section 16 filings, so the check is settled by the filing and the panel reads "Settled by the 10-K filed Jun 24, 2026: its Item 405 disclosure reports the year's Section 16 filings". A new workspace never lists a past Form 5 check its filed 10-K already answered.