November 12, 2025

Understanding Public Biotechs’ Most Common SEC Filings – Part 2 (Forms 3, 4, 5, 144, DEF 14A, and Schedules TO and 14D-9)

Following last week’s blog, “Understanding Public Biotechs’ Most Common SEC Filings – Part 1 (Forms S-1, S-3, S-8, 8-K, 10-Q and 10-K),” we are continuing our review of the 13 most common SEC filings for public biotechs.

This week, we will explain Forms 3, 4, 5, 144, DEF 14A, and Schedules TO and 14D-9.

Form 3:

Individuals must file Form 3 (Initial Statement of Beneficial Ownership in Securities) when they first acquire ownership of a company’s stock and are registering their securities for the first time. This typically occurs when a person initially becomes an officer, director, or beneficial owner of the company (beneficial owners are only required to file Form 3 if they own greater than 10% of the company’s equity). The form is usually only filed once per person and must be submitted within 10 days of an appointment.

Form 4:

Form 4 (Statement of Changes in Beneficial Ownership) is a filing required by the SEC whenever a company insider experiences a material change in their ownership of company securities. Insiders include corporate officers, directors, and any shareholders who own 10% or more of the company’s outstanding stock.

The form must be filed within two business days of any transaction that changes an individual’s beneficial ownership. Form 4 is a two-page filing that reports any purchases, sales, or exercises of company stock options made by insiders.

Form 5:

Form 5 (Annual Statement of Beneficial Ownership of Securities) is used by company insiders to report any transactions involving company stock that were not previously disclosed on Form 4. It serves as a year-end reconciliation for missed or exempt transactions and must be filed with the SEC within 45 days following the close of the company’s fiscal year.

Form 144:

Form 144 (Notice of Proposed Sale of Securities) is a filing that must be submitted by a company’s executive officer, director, or affiliate before selling company stock if, during any three-month period, the proposed sale exceeds 5,000 shares or has an aggregate value greater than $50,000. The form notifies the SEC of the insider’s intent to sell restricted or controlled securities, ensuring transparency in insider transactions.

Form DEF 14A:

Form DEF 14A (Definitive Proxy Statement) is a filing required by the SEC whenever a shareholder vote is needed. It is most commonly submitted ahead of a company’s annual meeting and provides shareholders with all the information necessary to vote.

The filing outlines key details such as the date, time, and location of the shareholder meeting; voting procedures; revocability of proxies; dissenter rights; and the names of individuals soliciting votes. It also discloses material interests of directors or officers in matters up for vote, as well as any proposed changes to securities or corporate structure.

Form DEF 14A was designed to ensure transparency and fairness in the proxy solicitation process. It enables shareholders to understand how a company is governed (committees) and evaluate management’s decisions. The form also provides detailed tables of executive and director pay, stock ownership, and incentive plans.

Typical items listed for vote in a Form DEF 14A include the re-election of directors, advisory approval of executive compensation (say-on-pay), ratification of the company’s audit firm, and approval of equity or incentive plans, among others.

Schedule TO:

A Schedule TO (Tender Offer) filing is made by any party making a tender offer that would result in ownership of more than 5% of a class of a public company’s securities, whether made by the company itself or by an outside party. Tender offers are typically made at a premium to the current market price and remain open for a limited period of time.

If a company intends to go private via a tender offer, it must also file Form 13E-3 as part of its Schedule TO submission.

Schedule TO filers must include the following 13 items in their tender offer statement:

• A summary term sheet
• Subject company information (the target)
• Identity and background of the filing person or entity
• The terms of the transaction
• Past contacts, transactions, negotiations, and agreements
• The purpose of the transaction, plans or proposals
• The source and amount of funds (or other consideration) for the transaction
• The filer’s interest in securities of the subject company (the target)
• Persons/assets retained, employed, compensated or used
• Financial statements
• Additional information
• Exhibits
• Any information required by Form 13E-3 (if relevant)

Schedule 14D-9:

Schedule 14D-9 (Solicitation/Recommendation Statement) is an issuer’s formal response to a Schedule TO.  It communicates the target company’s position to the acquiring company and to its own shareholders. The filing includes the company’s board of directors’ recommendation, an assessment of the fairness of the offer, and other material information relevant to the offer.

Schedule 14D-9 applies to a wide range of mergers and acquisitions, including leveraged buyouts and management buyouts.

13D, 13G and 13F Filings

Please note that Forms 13D, 13G and 13F filings (which are made by investors and not issuers) were covered in our blog “How Do Public Biotechs Know Who Owns Them? (And What Are 13F, 13D and 13G Reports, and Transfer Agents/Registrars?)”

/A Filing Suffixes

Finally, should you find yourself surfing through a company’s SEC filings, you will notice that several of the forms and schedules listed in this series will appear with suffixes such as “/A”.

The “/A” suffix means that the file you are looking at is an amendment to an existing filing. Likely there was an update that had to be made, or an error that needed to be corrected in the original submission.