A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended. Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was unaware of material non‐public information has an affirmative defense against accusations of insider trading, even if actual trades made pursuant to the plan are executed at a time when the person or entity may be or is aware of material, non-public information. Company insiders and large stakeholders should revisit establishing a Rule 10b5-1 plan during upcoming clean window periods post earnings announcements.
Our What’s the Deal? discusses Rule 10b5-1 Plans and the SEC’s 2022 amendments to the rules and new disclosure requirements.