Section 16
The part of U.S. securities law that requires officers, directors and large holders to report their dealings in the company's shares.
Updated 2026-07-26
Section 16 is the source of Forms 3, 4 and 5. It defines who must report, what counts as a reportable change, and how quickly the report is due. Almost everything on an insider page here exists because of it.
It also contains a rule requiring certain short-swing profits to be returned to the company. That rule shapes behaviour: patterns in insider filings sometimes reflect the avoidance of a six-month window rather than any view about the company.
The obligation attaches to the person, not the employer. An officer who leaves still has to report transactions during the period they were covered.
Related terms
5 entries- Form 3
- The first filing an insider makes, declaring what they already hold when they become an insider.
- Form 4
- The filing in which a company insider reports a change in their holdings, normally within two business days.
- Form 5
- An annual catch-up filing for insider transactions that were exempt from immediate reporting.
- Insider
- A person or entity whose relationship with a company obliges them to report their transactions in its securities.
- Rule 10b5-1 plan
- A pre-arranged trading plan that lets an insider buy or sell on a fixed schedule set in advance.
Where this appears in the data
Written for reading the records published here. This is not a legal, tax or accounting definition, and where a jurisdiction defines the term precisely, that definition governs.