Late insider reports

What to do

Open Insiders: a person with a late or unfiled report has a Needs action · Late report row. Open it: the record's Late reports section lists each report with its remedy.

Each row names the form with an amber Late or Not filed pill (Resolved in grey once filed and disclosed), when it was filed or that it is not on EDGAR, the due date, the deadline rule as a quiet citation ("Rule 16a-3(g)"), the days late counted from the due date, and whether it is in the year's Item 405 disclosure.

• A Form 4 not filed: Draft the late Form 4 opens the draft for that transaction.
• A Form 3 not on EDGAR: File it now opens the Form 3 draft for that insider. A late Form 3 is better than a missing one.
• A report filed late belongs in the year's Item 405 disclosure (below). On Core the row's button adds it to the fiscal year's 10-K draft; on Monitor and Section 16 the year's disclosure already carries every late report, so the row has no button.
• A Form 5 not on record: Request confirmation opens Annual requests, where the insider affirms whether a Form 5 is required.

How it is checked

Each verdict compares the transaction or became-insider date with the filing date EDGAR's index holds.

• Form 4 timing compares each transaction date (Table I stock and Table II derivative rows alike) with the filing date of the Form 4 that reports it, 2 business days apart under Rule 16a-3(g).
• Form 3 compares the became-insider date with the filed Form 3, 10 days apart under Rule 16a-3(a).
• Form 5 is due 45 days after fiscal year end under Rule 16a-3(f).
• Filing dates come from EDGAR's index; no Form 3 is reported missing before the filed history has been imported.
• An insider with no became-insider date is skipped until the date is recorded on their record; the roster reads Join date missing.

Late Form 3: the guideline, and what happens

A late Form 3 carries no automatic fine; the consequence is disclosure in the company's 10-K or proxy statement under Item 405.

Rule: a Form 3 is due within 10 days of the day a person becomes a director, officer or greater-than-10% holder (Form 3 General Instruction 2(a); Rule 16a-3(a), 17 CFR 240.16a-3, names the form).

There is one exception: when the company registers a class under Section 12 for the first time (the Form 8-A), everyone who is already an insider on that day owes the Form 3 no later than the registration statement's effective date, not 10 days later (Form 3 General Instruction 2(b); Exchange Act Section 16(a)(2)(A)).

A Form 3 filed the week after listing is on time by the 10-day reading and late by the rule, which is why the row reads "filed 7 days after the registration date".

What happens when it is late. The company names the insider in its 10-K (Part III, under the caption Delinquent Section 16(a) Reports) or its proxy statement, with the number of late reports, the number of transactions reported late and any known failure to file (Regulation S-K Item 405(a)).

Each late report is disclosed once, in the year it was filed late (Item 405, Instruction 2 to paragraph (a)). On Core, Add to the FY2026 10-K draft on the row places exactly that sentence in the draft; on other plans the row has no such button (see The Item 405 disclosure).

Late Form 4: the two-business-day rule, and what happens

The Late stamp on a Form 4 means EDGAR's filing date fell after the second business day following the trade, or the trade is still unreported past that day. There is no filing fee and no automatic fine; the consequence is disclosure. Record transaction pre-selects Late in Early or late for a trade entered after that day and says why; change it if counsel advises otherwise.

Rule: a Form 4 is due before the end of the second business day after the transaction (Exchange Act Section 16(a)(2)(C); Rule 16a-3(g)). Weekends and federal holidays do not count. EDGAR accepts Forms 3, 4 and 5 until 10:00 PM ET and dates them that day, so a Form 4 for a Tuesday trade is on time through Thursday at 10:00 PM ET.

Two kinds of transaction get more time: a trade under a Rule 10b5-1 plan or a discretionary transaction the insider did not choose the date of runs from the day the insider is told of it, and no later than the third business day after the trade (Rule 16a-3(g)(2)-(4)).

Record that day as the Broker notice date when you record the transaction; a Form 4 filed on EDGAR carries it as the deemed execution date. The row's Rule pill names the clock that was applied, and the transaction's sheet shows the deemed date with its source.

What happens when it is late. The company names the insider in its 10-K (Part III, under Delinquent Section 16(a) Reports) or its proxy statement, with the number of late reports and the number of transactions reported late (Regulation S-K Item 405(a)). Each late Form 4 is disclosed once, in the fiscal year it was filed late.

File it anyway. A late Form 4 is still required; the stamp stays on the record as a fact and nothing else changes for the filing. Filing it now shortens what the 10-K lists.

• A transaction the insider must report, but that the company only learned of later, is still the insider's late filing; the disclosure is the company's.

Late Form 5: the 45-day rule, and what happens

A Form 5 reports the year's exempt and small transactions the insider did not report on a Form 4, and any Form 4 transactions that were missed. The Late stamp means the fiscal year ended more than 45 days ago and the Form 5 (or the insider's written representation that none is required) is not on record.

Rule: a Form 5 is due within 45 days after the company's fiscal year end (Rule 16a-3(f)). It is not required when the insider had nothing to report, or when everything was already reported on Forms 4; the insider says so in a written representation the company keeps.

What happens when it is late. A late or missing Form 5 is disclosed in the 10-K or proxy statement under Item 405 like any other late report, and a required Form 5 that is never filed is a known failure to file, which Item 405 also names.

The insider's written representation, asked for with Request confirmation, resolves the row without a filing.

The Item 405 disclosure

Insiders › Item 405 shows the whole company's disclosure one fiscal year at a time; the table lists each person who filed late with the three counts Item 405(a) asks for: Late reports, Transactions not reported on a timely basis and Known failures to file.

Each count opens the forms behind it, a filed form with its accession on EDGAR and a form never filed with the EDGAR filing index it is missing from. Download CSV saves the table.

Under the table, Draft for counsel holds the words drafted from the same rows. It is a draft for your securities counsel to review before it goes in the 10-K or proxy statement, not legal advice. Copy text copies it and Download HTML saves it as a file that opens with the same draft note. A year with nothing late or unfiled drafts the statement that every report was filed on a timely basis, with no caption.

Whoever sends filings to counsel sends this draft too: company admins; company users whose Works on includes Section 16, and preparers, while Can send to counsel is on; and a law firm you let prepare filings. Send to Priya Raman asks you to confirm first; the email and bell notice carry the number of late reports and a link, never names or sentences. Copy for counsel records the copy. With the setting off, both are greyed with the reason.

The Delinquent Section 16(a) Reports block drafts one paragraph per person: the person's name and relationship, the three counts, then one sentence per report (form, due and filed dates, days late). A Form 4 that reported two trades is one late report and two transactions. The same block stands under the Late reports section of every insider record with a report in it. Its actions depend on your plan, because only Core drafts the 10-K.

The paragraphs sit behind Preview the disclosure. One person on two roster rows (the row the EDGAR sync created and a hand-added row the same filing was linked to) is one paragraph, never two.

On Core the row's button reads Add to the FY2026 10-K draft (or Add to the FY2026 proxy statement draft when your reporting profile incorporates Part III by reference). It records the row, opens the fiscal year's draft at Part III, starting one when none exists, and places the block there as a tracked change; Remove from the FY2026 10-K draft takes the row back out.

The block is marked Inserted in the draft until the team accepts it with Accept the change above the section, or edits it; a pending change holds the package freeze. Removing a row updates the draft's block, and removing the last one takes it out. The block under the table offers Open the FY2026 10-K.

On Monitor and Section 16 nothing adds to a 10-K, because the plan does not draft one. The block reads "Core is in closed beta; it will draft this into your FY2026 10-K." with Change plan beside it (Billing, with the Core card highlighted), and its rows are every late and unfiled report of the year, since Item 405 names each of them. Late rows on these plans carry no add-to-disclosure button; the block is the remedy.

Those plans offer exactly two actions: with counsel seated the primary names them, such as Send to Priya Raman (confirmed first; one email and bell notice with the number of late reports and a link to Insiders › Item 405; several counsel read Send to counsel), with nobody seated it is Invite counsel (opening Settings, People, Firms, where the seat is filled), and Copy for counsel stays beside either as the quiet one.

Each late row's Item 405 column says whether it is in the year's disclosure ("In FY2026 disclosure", or "Not yet disclosed"); on Core the row's one button advances the next step, filing then disclosure, and with both done the row's pill reads Resolved in grey: it is history, not a live warning.