Form 4 filing deadline: the two-business-day rule
By InsiderAlpha · Published · Updated
Written from SEC primary filings, with every rule cited inline. Editorial standards.
Corporate insiders must report most transactions in their company's stock on Form 4 before the end of the second business day after the day the trade executed. The rule comes from Section 16(a) of the Securities Exchange Act of 1934 and was shortened by the Sarbanes-Oxley Act of 2002. Before 2002, insiders had until the 10th day of the following month, a lag of up to six weeks.
When does the clock start?
On the trade date (the day of execution), not the settlement date. A CEO who buys shares on a Monday has until the end of Wednesday. Weekends and federal holidays do not count as business days:
- Trade on Monday → due Wednesday
- Trade on Thursday → due Monday
- Trade on Friday → due Tuesday
For trades under a Rule 10b5-1 plan where the insider does not pick the execution date, and for certain employee-benefit-plan transactions, the two days run from when the insider is notified of the execution, but no later than the third business day after the trade.
Follow insider buying without reading every filing
We read every Form 4 as it is filed and rank the insider purchases worth a look into a daily trading plan, so you do not have to open each filing yourself.
Free by email: highlights from the previous session's daily trading plan each market morning, plus a Friday roundup of the week's insider buying.
Basic reads each plan from the previous close, before the open. Compare plans or see the daily plan.
What transactions can wait for Form 5?
A small set of transactions can be deferred to the annual Form 5, due within 45 days of the company's fiscal year end: mainly small acquisitions and transactions exempt from Section 16(b). Gifts are no longer among them. Since 2023, bona fide gifts of securities go on Form 4 within the standard two business days.
What happens if an insider files late?
There is no automatic fine. Late filings have to be disclosed in the company's annual proxy statement under "Delinquent Section 16(a) Reports", and the SEC runs periodic enforcement sweeps. In 2023 and 2024 it charged dozens of insiders and companies with civil penalties for repeated late filings.
The delay matters to a reader too. A purchase reported weeks after the trade describes a price the market has had weeks to move away from. Each entry in the daily trading plan shows how long ago its Form 4 was filed.
Key dates at a glance
- Form 3 - within 10 days of becoming an insider.
- Form 4 - within 2 business days of the transaction.
- Form 5 - within 45 days of fiscal year end.
- Form 144 - a notice filed on or before a sale of restricted or control securities under Rule 144 (see Form 4 vs Form 144).
Recent filings, with their trade and filing dates, are on the Form 4 feed.
This article is informational and is not investment advice.