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SEC Form 5 Beneficial Ownership Annual Statement PRA Renewal

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Summary

The SEC is soliciting comments on the renewal of Form 5 (OMB Control No. 3235-0362), the beneficial ownership statement required under Section 16(a) of the Securities Exchange Act of 1934. The collection applies to persons owning more than 10% of a class of equity security registered under Section 12, as well as directors and officers of such issuers. Respondents must file Form 5 on or before the 45th day after the issuer's fiscal year end. The SEC estimates 2,724 responses annually with an estimated annual burden of 2,724 hours. Comments are due June 15, 2026.

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What changed

The SEC is seeking comments on the renewal of the existing information collection for SEC Form 5, the annual beneficial ownership statement required under Section 16(a) of the Securities Exchange Act of 1934. The collection applies to persons owning more than 10% of a class of equity security registered under Section 12, as well as directors and officers of such issuers. Respondents must file Form 5 on or before the 45th day after the issuer's fiscal year end. The SEC estimates 2,724 responses annually with an estimated annual burden of 2,724 hours.

Affected parties should note that this renewal does not impose new substantive obligations but seeks public input on the burden estimates and utility of the existing Form 5 reporting requirement. This is a routine Paperwork Reduction Act renewal; no changes to filing requirements or compliance obligations are being made. The SEC specifically invites comments on practical utility, accuracy of burden estimates, ways to enhance quality and clarity, and minimization of respondent burden.

Archived snapshot

Apr 17, 2026

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Content

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized
below. The Commission also is requesting approval from OMB to designate this existing collection of information (OMB Control
No. 3235-0362) as a “common form” for purposes of PRA submissions (1) because the Board of Governors of the Federal Reserve System uses this information collection (under OMB Control No. 7100-0091).
The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension
and approval.

Congress enacted Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) to address insider trading. Pursuant to
Section 16(a), every person who owns more than ten percent of any class of equity security (other than an exempted security)
which is registered under Section 12 of the Exchange Act, or who is a director or an officer of the issuer of such security
(collectively “reporting persons”) are required to file statements disclosing their ownership of the issuer's equity securities.
The Commission adopted Form 5 (17 CFR 249.105) pursuant to Section 16. Form 5 requires disclosure of certain information about
a reporting person and their beneficial ownership of the relevant class of securities. A reporting person must file a Form
5 on or before the 45th day after the end of the issuer's fiscal year end. We estimate that Form 5 takes approximately one
hour per response and is filed once per year by approximately 2,724 respondents, for an estimated total of 2,724 responses
annually. (2) We estimate that 100% of the one hour per response is carried internally by the respondent for annual reporting burden of
2,724 hours (one hour per response × 2,724 responses) and $0 of estimated annual cost burden.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays
a currently valid OMB control number.

Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance
of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's
estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of
the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including
through the use of automated collection techniques or other forms of information technology.

Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities
and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by June 15, 2026. There will be a second opportunity to comment on this SEC request following the
Federal Register
publishing a 30-Day Submission Notice.

Dated: April 14, 2026. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-07432 Filed 4-15-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

(1) See ROCIS PRA Module User Guide v. 8.2, at 110-111 (Mar. 2024), available at https://www.rocis.gov/rocis/viewResources.do (“A common form' is an information collection that can be used by two or more agencies, or government-wide, for the same
purpose. The Common Forms Module [in ROCIS] allows a
host' agency to obtain [OMB] approval of an information collection for
use by one or more using' agencies. After OMB grants approval, any prospective using agency that seeks to collect identical
information for the same purpose can obtain approval to use the
common form' by providing its agency-specific information
to OMB (e.g., burden estimates and number of respondents). . . . The host agency will indicate in the
Federal Register
notices that it is requesting approval of a common form and, if known, identify other agencies that may use the information
collection. Both the
Federal Register
notices and the ICR should account only for the burden imposed by the host agency's use of the common form. Once the host
agency has received approval from OMB, any agency will be able to request OMB approval for its use of the common form in ROCIS
by providing its agency specific information to OMB e.g., burden estimates and number of respondents). Additional public notice by those agencies will not be required.”).

(2) We calculated this estimate by adding (A) the average number of Form 5 filings annually for the period 2023 through 2025
(1,550 responses annually) to (B) the Commission's estimated increase in the annual number of Form 5 filings based on its
recent amendments to implement the Holding Foreign Insiders Accountable Act (1,174 responses). See Holding Foreign Insiders Accountable Act Disclosure, Release No. 34-104903 (Feb. 27, 2026) [91 FR 10320 (Mar. 3, 2026)].

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CFR references

17 CFR 249.105

Named provisions

Section 16(a) of the Securities Exchange Act of 1934

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Last updated

Classification

Agency
SEC
Comment period closes
June 15th, 2026 (59 days)
Instrument
Consultation
Legal weight
Non-binding
Stage
Consultation
Change scope
Minor
Document ID
Release No. 34-104903
Docket
SEC-2026-2354-0001

Who this affects

Applies to
Public companies Investors
Industry sector
5231 Securities & Investments
Activity scope
Beneficial ownership reporting Securities disclosure Insider trading compliance
Threshold
Owners of more than 10% of any class of equity security (other than an exempted security) registered under Section 12, or directors or officers of such issuers
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Compliance
Topics
Financial Services

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