Introduction
Insider compliance runs on a calendar that never resets. Some deadlines are fixed points you can see a year out; others start the moment a transaction happens and give you two business days to answer. Whoever holds this function is holding a set of overlapping clocks, annual, quarterly and event-driven, plus one six-month window that is always half-open somewhere. This guide maps them across the fiscal year so you can build the calendar once from your own dates.
Most SEC filing periods depend on your filer status (large accelerated, accelerated or non-accelerated) and count from your fiscal period end, so build the calendar off your own quarters and tier. Those tiers may not stay put: in May 2026 the SEC proposed abolishing the accelerated filer tier and raising the large accelerated threshold from $700 million to $2 billion of public float, and separately proposed letting companies replace their 10-Qs with a single semiannual Form 10-S. Neither has been adopted at the time of writing.
Coverage has also widened. Since 18 March 2026, directors and officers of foreign private issuers (FPIs) must file Forms 3, 4 and 5 under the Holding Foreign Insiders Accountable Act. SEC orders exempt those of FPIs incorporated in listed jurisdictions, including the UK, the European Economic Area, Switzerland, Canada and Australia, provided each person reports under the local regime (Article 19 of UK or EU MAR, for example) and the report is public in English within two business days. Anyone outside that relief is on the US clocks below, though FPI 10% holders stay outside Section 16, the Section 16(b) short-swing rule does not apply, and Item 408 is replaced by Item 16J of Form 20-F.
The clocks that do not wait
Form 4, two business days. A change in a reporting person's beneficial ownership must be reported by the end of the second business day after the transaction, whether it is a grant, an open-market trade, a plan execution or a disposition. Most of the calendar's operational risk sits here, in a deadline that often arrives before the data is clean.
Form 3, ten days. A new reporting person, by appointment, election or crossing 10%, generally files within 10 days (or, at an IPO, by the date the registration becomes effective). Arranging EDGAR access under EDGAR Next takes time, so onboarding has to start well before the clock does.
Form 8-K, generally four business days. Two uses touch insider compliance. Curing a selective disclosure under Regulation Fair Disclosure (Reg FD) runs faster: simultaneously if intentional, and if unintentional by the later of 24 hours or the next NYSE open after a senior official learns of it, by 8-K or a broadly disseminated press release. An Item 1.05 cybersecurity report is due four business days after the company determines the incident is material. Either way, disclosure only starts the process of making material non-public information (MNPI) public, which is why trading windows stay shut until the market has had time to absorb it.
Schedule 13D, five and two business days. Since February 2024, an initial 13D is due within five business days of crossing 5%, and amendments within two business days of a material change. These are the holder's obligations, but worth watching from the issuer side.
The quarterly rhythm
Form 10-Q. Due 40 days after quarter end for large accelerated and accelerated filers, 45 for non-accelerated filers.
Item 408(a). Each 10-Q (and the 10-K for the fourth quarter) discloses the Rule 10b5-1 and non-Rule 10b5-1 trading arrangements directors and officers adopted or terminated during the quarter, with material terms other than price. A change to amount, price or timing counts as a termination and new adoption. Capture plan events as they happen and the disclosure becomes a review rather than a reconstruction.
Earnings blackout. Not a filing deadline but your policy's window, keyed off the earnings date and usually paired with a communications quiet period. Its open and close dates should be built from the earnings calendar once.
Schedule 13G amendments. Since September 2024, these fall due 45 days after the end of the calendar quarter in which a material change occurred, with faster amendments when certain holders cross 10% or move by 5%.
Roster events
Every appointment and departure lands its own deadlines. A new director or officer starts a Form 3 clock, as does crossing 10%. A departure does not close the file cleanly either: a post-departure trade within six months of an opposite-way trade made in office still needs a Form 4, and the year of departure may bring a Form 5.
Keep the reporting-person roster current, with effective dates, as these events happen rather than at quarter end. Every downstream deadline runs off it, from the Form 4 clock to the short-swing window and the directors and officers (D&O) questionnaire population, and a roster that lags the board aims every one of them at the wrong people.
The annual fixtures
Form 10-K. Due 60, 75 or 90 days after fiscal year end for large accelerated, accelerated and non-accelerated filers respectively.
Item 408(b). The 10-K discloses whether the company has an insider trading policy (or why not) and files it as Exhibit 19. Each year, confirm that the version filed is the version in force and the version your people acknowledged.
Form 5, 45 days after fiscal year end. This sweeps up exempt or unreported transactions. Anything surfacing here usually means a missed Form 4, and Item 405 of Regulation S-K requires the company to name late filers in its proxy or 10-K.
Proxy season. The D&O questionnaire cycle refreshes the reporting-person data the rest of the year depends on, and often carries the annual policy re-acknowledgement and training.
The window that is always open
Section 16(b) lets the company recover profit from any purchase and sale, or sale and purchase, by a reporting person within less than six months, regardless of intent or inside information. Courts match the lowest purchase against the highest sale, so an insider can owe profit on trades that lost money overall. Treat it as a standing check on every transaction, not a date to mark.
Build from inputs, not by hand
Every recurring deadline here derives from a handful of inputs: fiscal year end, quarter ends, earnings dates, filer status and roster effective dates. Built from those, the calendar stays right when an earnings date shifts or, as the SEC's proposals make more likely, a filer tier changes. Event-driven clocks cannot be scheduled, but they can be caught the moment they trigger, provided the roster and transaction feed are live.
InsiderList builds the recurring calendar from your fiscal dates and earnings schedule, maintains the effective-dated roster the event-driven clocks run against, tracks each Form 3, 4 and 5 to its deadline, and flags matchable trades inside the six-month window. Filing-ready data goes to your filing provider; your provider files, your counsel reviews.
See a year of insider deadlines built from your own dates. Book a demo with our team.
InsiderList is insider trading compliance software used by companies in the UK, Europe, the USA and the UAE. This article is for general information and does not constitute legal advice. For advice on your situation, consult qualified US securities counsel.
