Late Form 4 filings
Section 16 gives a company insider two business days to report a trade. This page counts how long they actually took — the transaction date, the filing date, and the business days between the two, from the filings themselves. How this is measured
Common questions
- How long does a company insider have to file an SEC Form 4?
- Section 16(a) of the Securities Exchange Act requires an officer, director, or holder of more than 10% of a class of a company’s equity to report most transactions in that stock on Form 4 within two business days of the transaction.
- What happens if a Form 4 is filed late?
- A late Form 4 is a reporting violation. The company has to disclose known delinquencies in its annual proxy statement under Item 405 of Regulation S-K, and the SEC has brought enforcement actions carrying penalties from about $10,000 to $750,000 for chronic or egregious lateness. An isolated late filing with a reasonable explanation is not usually pursued.
- Are late Form 4 filings illegal?
- Missing the two-business-day deadline breaks the disclosure rule, but that is separate from insider trading law. A late filing is about reporting timing; it is not by itself evidence that a trade was improper. Some deadlines also run from a date later than the transaction — a broker’s notification for certain plan-executed trades, for example — which this page cannot see.
- How is “late” measured on this page?
- Business days between the transaction date on the filing and the date EDGAR accepted the filing, with weekends and US federal holidays removed. Form 4/A amendments are excluded, because an amendment corrects an earlier filing and is expected to arrive later.
- Which companies file the most Form 4s late?
- The ranking on this page covers companies with at least ten measurable filings, ordered by the share filed after the deadline. Every rate is shown next to the count it came from, because one late filing out of two is a meaningless 50%.
What this does and does not say
A gap between the transaction and the filing is arithmetic on two dates in a public filing. It is not a finding that anyone broke a rule. Deadlines can run from a later date than the one reported — a broker’s notification for certain plan-executed trades, for instance — and the SEC, not this site, decides what a late filing means.
Amendments are excluded entirely: a Form 4/A corrects an earlier filing and is routinely made months later by design, so counting it would report the correction as the offence. Every row links to the original filing on SEC.gov so the dates can be checked.
Figures cover the filings we hold, which is as deep as our archive reaches — not an insider’s full career.