Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective today, February 27, 2023.
Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1 amendments, among other things:
- add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic information by company insiders; and
- add disclosure requirements, including with respect to adoption and termination of 10b5-1 plans, stock option awards, and market value.
Public companies, other than smaller reporting companies, must comply with the disclosure and Inline XBRL tagging requirements in Forms 10-Q, 10-K and 20-F, and any proxy or information statements required to include the Item 408 and/or Item 402(x) disclosures, initially with the first such filing covering the first full fiscal period, beginning on or after April 1, 2023.
See our Legal Update for a complete summary of the Rule’s Amendments, as well as the SEC’s final rule published in the Federal Register.