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Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Form 5-Annual Statement of Beneficial Ownership

Securities and Exchange Commission [OMB Control No. 3235-0362] Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F St...

Securities and Exchange Commission
  1. [OMB Control No. 3235-0362]

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”) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed 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).

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. The information required by Form 5 is mandatory, and Form 5 filings are publicly available on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. 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. The public may view and comment on this information collection request at: https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202603-3235-014 or send an email comment to within 30 days of the day after publication of this notice by July 23, 2026.

Dated: June 16, 2026.

Stephanie J. Fouse,

Assistant Secretary.

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.”).

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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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[FR Doc. 2026-12374 Filed 6-18-26; 8:45 am]

BILLING CODE 8011-01-P

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91 FR 37159

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“Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Form 5-Annual Statement of Beneficial Ownership,” thefederalregister.org (June 22, 2026), https://thefederalregister.org/documents/2026-12374/agency-information-collection-activities-submission-for-omb-review-comment-request-extension-form-5-annual-statement-of-.