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OMB Control No: 3235-0362	ICR Reference No: 202602-3235-004
Status: Received in OIRA	Previous ICR Reference No: 202307-3235-013
Agency/Subagency: SEC	Agency Tracking No: CF
Title: Form 5 - Annual Statement of Beneficial Ownership
Type of Information Collection: Revision of a currently approved collection	Common Form ICR: No
Type of Review Request: Emergency	Approval Requested By: 03/18/2026
Date Submitted to OIRA: 03/04/2026

	Requested	Previously Approved
Expiration Date	6 Months From Approved	08/31/2026
Responses	7,113	5,939
Time Burden (Hours)	7,113	5,939
Cost Burden (Dollars)	0	0

Abstract: Form 5 is an annual statement of beneficial ownership used by officers, directors and ten percent shareholders of companies with securities registered under Section 12 of the Securities Exchange Act of 1934.

Emergency Justfication: The Securities and Exchange Commission (“Commission”) is requesting emergency consideration, pursuant to 44 U.S.C. 3507(j) as implemented at 5 CFR 1320.13, for OMB Control Nos. 3235-0104 (Form 3), 3235-0287 (Form 4), 3235-0362 (Form 5) and 3235-0328 (Form ID) in connection with Release No. 34-104903 (“Holding Foreign Insiders Accountable Act Disclosure” final rule release). On December 18, 2025, Congress enacted the Holding Foreign Insiders Accountable Act (HFIA Act). The HFIA Act amended Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to require every person who is a director or an officer of a “foreign private issuer,” as that term is defined in 17 CFR 240.3b-4, with a class of equity securities registered pursuant to Section 12 of the Exchange Act (but not 10 percent holders of FPIs) to file Form 3, Form 4, and/or Form 5. Paragraph (b)(2) of the HFIA Act states that the Section 16(a) amendments made by the HFIA Act shall take effect on the date that is 90 days after the date of enactment, or March 18, 2026. Paragraph (d)(1) of the HFIA Act required the Commission to issue final regulations (or amend or rescind, in whole or in part, existing regulations) to carry out the amendments made by the HFIA Act no later than 90 days after the date of enactment. The Commission’s final rules, adopted on February 27, 2026, included amendments to the General Instructions to Form 3 to clarify who needs to file the form under the HFIA Act, as well as some technical amendments to Form 3, Form 4, and Form 5. The amendments conformed these forms to the requirements of the HFIA Act. In order to file disclosures on Form 3, Form 4, and Form 5 on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) (the Commission’s primary system for companies and individuals to submit documents pursuant to the federal securities laws), directors and officers of FPIs must apply for EDGAR access on Form ID. The final rules will not change Form ID itself, but we anticipate that the number of Form ID filings will increase. In light of the statutory requirement that directors and officers of any FPI whose securities were registered pursuant to Section 12(b) or (g) of the Exchange Act as of the date of enactment of the HFIA Act file their initial reports with the Commission on March 18, 2026, and the related requirement that the Commission amend its rules to reflect the changes made by the HFIA Act by that same date, the Commission believes that the use of normal clearance procedures is reasonably likely to disrupt the collection of information mandated by the HFIA Act and cause the Commission to miss its statutory deadline to make conforming changes to its rules. In connection with this request, the Commission has determined: 1.The collections of information are needed prior to the time periods established under the Paperwork Reduction Act of 1995 and applicable regulations. 2.The collections are essential to the mission of the agency. 3.As discussed above, the Commission cannot reasonably comply with the normal clearance procedures because the use of normal clearance procedures is reasonably likely to disrupt a collection of information and cause a statutory deadline to be missed. 4.The Commission requests OMB approve or disapprove the collections of information by March 18, 2026. Thank you for considering this request.

Authorizing Statute(s): US Code: 15 USC 78p, 78w(a) Name of Law: Securities Exchange Act of 1934

Citations for New Statutory Requirements: US Code: 15 USC 78p(a) Name of Law: Securities Exchange Act of 1934

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AN75	Final or interim final rulemaking	91 FR 10320	03/03/2026

Federal Register Notices & Comments
Did the Agency receive public comments on this ICR? No

Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Form 5 - Annual Statement of Beneficial Ownership	SEC 2770T

ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute
Annual Number of Responses	7,113	5,939	1,174
Annual Time Burden (Hours)	7,113	5,939	1,174
Annual Cost Burden (Dollars)	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: The final rules require FPI directors and officers to start filing Form 5 on March 18, 2026. Form 5 is an annual filing for Section 16 reporting persons who need to report unreported or deferred beneficial ownership changes or transactions and is due 45 days after the issuer’s fiscal year end. The Commission estimates that the final rules will result in an increase in the paperwork burden of affected respondents, i.e. FPI directors and officers. For purposes of the PRA, the Commission estimates that for Form 5 the final rules will result in an increase of 1,174 burden hours and $0 for the services of outside professionals.

Annual Cost to Federal Government:

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination. Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination. No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

Agency Contact: Kateryna Kuntsevich 202 551-3450 kuntsevichka@sec.gov

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