When the market finds out: the clocks on insider and fund filings

An officer sells shares on a Monday. The market can know by the end of Wednesday. A fund buys a stock on July 1, and the market might not see it until November 16.

Each of these filings runs on its own clock. If you read insider or fund data, or test anything on it, date every row by the day the filing went public. On the trade date, nobody outside knew yet.

How long does each filing take to go public?

Filing	Deadline
Form 3	10 days after becoming an insider
Form 4	2 business days after the trade
Form 5	45 days after the fiscal year ends
Form 144	With the sell order, before the sale
13F	45 days after the quarter ends

Insider here means what Section 16 of the Securities Exchange Act names: a director, an officer, or anyone who owns more than 10% of a class of a company’s registered equity (15 U.S.C. 78p(a)). They file Forms 3, 4 and 5. Form 144 comes from affiliates, the 13F from investment managers.

When is a Form 3 due?

A person who becomes a director, an officer or a 10% owner has 10 days to file a Form 3 with what they hold. Every Form 4 after that reports a change against it.

How fast does an insider have to report a trade on Form 4?

Before the end of the second business day after the trade was executed (15 U.S.C. 78p(a)).

Until August 2002 the clock was far slower. A Form 4 was due “within 10 days after the close of each calendar month” in which the trade happened, so a purchase on the 1st of a month could stay unreported for up to 40 days. Sarbanes-Oxley cut that to two business days for trades from August 29, 2002 (SEC Release 34-46421), and from June 30, 2003 the reports went onto EDGAR electronically (SEC Release 33-8230).

A backtest on pre-2002 insider trades that uses the trade date acts on news up to 40 days before anyone could read it.

How long could an insider wait to report a gift?

Until 2023, an insider who gave shares away could report the gift on Form 5. The SEC put the possible delay between such a transaction and the Form 5 at up to 410 days (SEC Release 33-11138).

Now a gift goes on a Form 4 within two business days, like a sale. The SEC named two reasons: gifts made while holding material nonpublic information, and gifts backdated to get a bigger tax deduction.

What goes on a Form 5?

What the year left over. Form 5 is due 45 days after the company’s fiscal year ends (17 CFR 240.16a-3). It carries certain transactions exempt from the short-swing profit rule, small acquisitions, and anything that should have been reported during the year and wasn’t.

Is a Form 144 filed before or after the sale?

Before. Form 144 is the only filing here that comes ahead of the trade, and the rule calls it a “notice of proposed sale”.

An affiliate files one when they plan to sell more than 5,000 shares, or more than $50,000 worth, within three months. Rule 144 defines an affiliate as a person who controls the company, is controlled by it, or is under common control with it. The form goes in when the sell order is placed with a broker (17 CFR 230.144). If the seller is also a Section 16 insider, the Form 4 for the sale itself follows within two business days.

Until April 2023, most Form 144s were filed on paper or by email, so EDGAR didn’t have them (SEC Release 33-11070). Since April 13, 2023, a Form 144 for a company that reports to the SEC is filed electronically (SEC).

When does a fund’s 13F go public, and what does it show?

Up to 45 days after the quarter ends, and it shows what the fund held on the quarter’s last day, not what it bought. An investment manager with at least $100 million in 13(f) securities files one for every quarter (17 CFR 240.13f-1). For Q3 2026 that is Monday, November 16, because day 45 falls on a Saturday (17 CFR 240.0-3).

Long positions only. The SEC’s FAQ: “You should not include short positions” (SEC, Form 13F FAQ, Question 41). So when a headline in November says a fund “bought” a stock in Q3, it compares two quarter-end snapshots. The buying happened somewhere between July 1 and September 30. A buy on July 1 can stay out of view until November 16, 138 days later, and the fund may have sold since.

The filers themselves are in our 13F fund index.

What don’t these filings tell you?

Why. A Form 4 reports what changed and when, not the reason.

Whether anyone bought. The Acquired column only says the share count went up. The transaction code says how: P is a purchase on the market or in a private deal, A is a grant or award from the company. Of the 55,114 insiders with a Form 4 transaction dated in 2024 or 2025, 45,885 made no open market purchase in those two years (our count, with the method).

Whether a sale was planned. Since April 2023, Forms 4 and 5 have a checkbox for trades under a Rule 10b5-1 plan, which is set up ahead of the trades (SEC Release 33-11138). Before that there was no field for it, only footnotes. In the SEC’s own Form 4 data for Q1 2015, 5,259 of 64,108 Form 4s mention “10b5-1” in a footnote (SEC insider transactions data sets).

Not covered here: Schedules 13D and 13G, which large holders file. They run on clocks of their own.

Where do these deadlines come from?

Every rule above, checked against the primary source on October 29, 2026:

15 U.S.C. 78p(a), Section 16(a): who files, Form 3 within 10 days, Form 4 by the end of the second business day.
17 CFR 240.16a-3: Forms 3, 4 and 5, Form 5 within 45 days, gifts on Form 4.
SEC Release 34-46421 (2002): the old monthly deadline, two business days from August 29, 2002.
SEC Release 33-8230 (2003): electronic filing from June 30, 2003.
SEC Release 33-11138 (2022): the 410 days, the reasons for moving gifts to Form 4, the 10b5-1 checkbox from April 1, 2023.
17 CFR 230.144, paragraphs (a) and (h): affiliates, the thresholds, the timing, “notice of proposed sale”.
SEC Release 33-11070 (2022): Form 144s on paper or by email.
SEC EDGAR notice: Form 144 electronic from April 13, 2023.
17 CFR 240.13f-1 and 240.0-3: $100 million, 45 days, the weekend rule.
SEC Form 13F FAQ: November 16, 2026, and Question 41 on short positions.
SEC insider transactions data sets, Q1 2015 (2015q1_form345.zip): the 10b5-1 footnote count, recounted on October 29, 2026.
Four in Five Form 4 Filers Never Bought a Share (August 22, 2026): the 2024 to 2025 count.

FilingIQ reads Form 4 and 13F filings from EDGAR. Per-person filing histories are in our insider directory.