Directors' dealings vs insider trading: what is legal?
When a director buys shares in their own company and reports the trade, the filing is a directors' dealing. Insider trading is something else: trading on inside information, meaning precise, nonpublic information that would likely move the price. The law treats the two under separate rules, and a filing alone tells you nothing about the second.
Two separate rules
In the EU, MAR Article 19 sets a reporting duty: managers report their trades to the company and the regulator, and the company makes them public. MAR Article 14 sets a prohibition: nobody may trade on inside information. A manager can meet the first and break the second with the same trade.
The law keeps the two apart in so many words. The closed period in Article 19(11) applies “without prejudice to Articles 14 and 15”: a trade outside the closed period can still be insider dealing. A trade inside a closed period breaks Article 19 unless an exception applies, even when the manager held no inside information.
What counts as inside information
MAR Article 7(1)(a) names four conditions. The information:
- is of a precise nature;
- has not been made public;
- relates, directly or indirectly, to an issuer or a financial instrument; and
- would be likely to have a significant effect on the price if it were made public.
Unpublished results, a takeover in preparation or the loss of a large contract can meet all four.
What EU law forbids
MAR Article 14 forbids three things:
- insider dealing, or an attempt at it: you hold inside information and use it to buy or sell the instruments it relates to, or to cancel or change an order you placed before you knew (Article 8(1));
- telling someone else to trade on it, or inducing them to;
- disclosing inside information unlawfully, outside the normal course of your work (Article 10).
The ban reaches beyond managers. Article 8(4) applies it to board members, shareholders, anyone who gets the information through their work or through crime, and anyone else who knows or ought to know that the information is inside information.
When holding information is not using it
MAR Article 9 lists situations where the law does not infer from possession alone that you used the information. Among them:
- a trade that fulfils an order or agreement made before you held the information, in good faith (Article 9(3));
- a company whose internal arrangements kept the information away from the people who decided on the trade (Article 9(1));
- a market maker or broker acting in the normal course of the job (Article 9(2));
- using your own knowledge that you decided to buy or sell, which by itself is not use of inside information (Article 9(5)).
Under Article 9(6) a regulator can still find insider dealing if it establishes an illegitimate reason for the trade.
Penalties in the EU
Each member state sets its own penalties, and EU law fixes how high the maximum must at least go. Under MAR Article 30, the regulator must have the power to fine an individual up to at least €5 million for a breach of Article 14, and up to at least three times the profit made or loss avoided where that can be determined.
Directive 2014/57/EU requires the member states bound by it to treat serious, intentional insider dealing as a crime, with a maximum prison term of at least four years (Articles 3 and 7).
The US: Rule 10b-5
No US statute defines insider trading. Courts and the SEC built the ban on the general anti-fraud provision, Section 10(b) of the Exchange Act, and Rule 10b-5. Rule 10b5-1 sums it up: buying or selling a security on the basis of material nonpublic information, in breach of a duty of trust or confidence owed to the company, its shareholders or the source of the information.
Two points set the US apart from the EU. The rule asks for a breach of a duty, where MAR asks only that you hold the information and use it. And a person trades “on the basis of” the information if they were aware of it when they traded (Rule 10b5-1(b)), unless the trade falls under a 10b5-1 plan or another defense in the rule.
A court can order a civil penalty of up to three times the profit gained or loss avoided (15 U.S.C. 78u-1). A willful violation is a crime, with a fine of up to $5 million and up to 20 years in prison for an individual (15 U.S.C. 78ff).
The short-swing rule in Section 16(b) works on its own track. The company can claim the profit from a purchase and a sale by an insider within less than six months, whatever the insider knew. Paying back such a profit does not mean anyone traded on inside information.
Filings on this site
A filing shows that a trade took place, when, at what price and by whom. It does not show what the person knew. Insider Trades lists filings as facts from the registers, with the original linked on every row, and this site does not call any trade insider dealing. Regulators and courts decide that.
How the two systems compare on reporting is in insider reporting in the EU vs the US. The reporting rules themselves are in the guides to MAR Article 19 and Form 4.
Checked against the regulation and the regulator’s own pages on Oct 31, 2026. This guide explains the rules; it is not legal or investment advice.
More guides
- EUMAR art. 19What is a MAR Article 19 notification?How directors' dealings are reported in the EU under the Market Abuse Regulation: who must report, the deadline, the threshold, what a notification contains and where to find them.
- USSEC Form 4How to read an SEC Form 4A field-by-field guide to the Form 4 that US company insiders file with the SEC: who files it, the two-day deadline, the transaction codes, and the 10b5-1 checkbox.
- USSTOCK ActWhat members of Congress must disclose about their tradesHow the STOCK Act makes members of the US Congress report their stock trades: the 30- and 45-day deadlines, the $1,000 threshold, the amount ranges, and what is left out.
- EUNetherlands · AFMWhen does an insider have to report a trade in the Netherlands?Who reports trades to the Dutch AFM, the three-day deadline, the €20,000 threshold, the extra Wft duty for board members, and where you find the filings.
- EUGermany · BaFinWhen does an insider have to report a trade in Germany?Directors' dealings in Germany: who reports to BaFin, the three-day deadline, the €50,000 threshold that applies since 1 January 2026, and where the filings appear.
- EUBelgium · FSMAWhen does an insider have to report a trade in Belgium?Managers' transactions in Belgium: who reports to the FSMA through eMT, the three-day deadline, the €20,000 threshold, and why the issuer has to confirm a filing first.
- EUSweden · FIWhen does an insider have to report a trade in Sweden?Insider trades in Sweden: who reports to Finansinspektionen, the three-day deadline, the €20,000 threshold, and how the insider register (insynsregistret) works.
- EUSpain · CNMVWhen does an insider have to report a trade in Spain?Managers' transactions in Spain: who reports to the CNMV, the three-day deadline, the €20,000 threshold in Article 230 of the Securities Market Act, and where the filings appear.
- EUMAR art. 19(11)What is a closed period?The 30 days before a listed EU company publishes its results, when its managers may not trade its shares: the rule, the exceptions, the Listing Act changes and the US blackout.
- EUMAR art. 3What is a PDMR?Who counts as a person discharging managerial responsibilities (PDMR) under EU law, who is closely associated with them, and why it matters for reporting trades.
- USSEC Section 16Form 3, 4 and 5: what's the difference?The three SEC forms that US company insiders file: Form 3 when they become an insider, Form 4 after a trade, Form 5 once a year. Who files each one, and by when.
- USSEC Rule 10b5-1What is a 10b5-1 plan?How US insiders trade through a pre-arranged plan under SEC Rule 10b5-1: the rule, the 2022 changes (cooling-off, certification, overlapping plans) and the Form 4 checkbox.
- USSEC Form 13FHow to read a 13F filingWho files Form 13F with the SEC, by when, and what it shows: the long positions of large US fund managers at the end of each quarter, without shorts or cash.
- USLobbying Disclosure ActHow does US lobbying disclosure work?How the US Lobbying Disclosure Act works: registration on Form LD-1, quarterly LD-2 reports with amounts rounded to $10,000, and the twice-yearly LD-203 contribution reports.
- USOGE Form 278What must the President and senior officials disclose?The OGE Form 278e financial disclosure of the US President, Vice President and senior officials, and the 278-T report of trades within 30 or 45 days.
- EUShort Selling RegulationShort positions in Europe: what is the 0.5% rule?How the EU Short Selling Regulation works: net short positions go to the regulator from 0.1% of a company's shares and become public from 0.5%, with each 0.1% step above.
- EU/USMAR vs Section 16Insider reporting in the EU vs the US: what's different?How EU and US rules on reporting insider trades compare: who reports, the three-day and two-day deadlines, the thresholds, what a filing shows and who publishes it.
- EU/USLate filingsHow often are insider filings late?How many Form 4 filings, Congress trade reports and EU insider notifications arrive after the legal deadline, per year, counted from the registers on this site.
- EUNetherlands · AFMHow many insider trades are reported in the Netherlands?Managers' trades reported to the Dutch AFM, counted per year and per sector: entries in both AFM registers, companies, and open-market buys and sales.
- USSTOCK ActWhich members of Congress trade the most?Members of the US Congress ranked by the number of trades they reported for the last full calendar year, with purchases, sales and the amount ranges as filed.
- EU/USInsider salesWhy do insiders sell stock?The common reasons company insiders sell their own shares: pay in stock, tax, spreading risk, cash for a house, a pre-set 10b5-1 plan. And what research found about sales.
- USSEC Form 4Form 4 transaction codes explainedEvery transaction code on an SEC Form 4, from P and S to A, M, F, G and J, with its meaning from the SEC's own instructions, and which codes are trades at the market.
- EU/USInsider purchasesWhat is cluster buying?Cluster buying: several insiders of one company buying its shares within a short period. How this site counts a cluster: three buyers within 90 days, by filing date.
- EU/USRegistersHow to track insider trades for freeThe official free registers of insider trades: SEC EDGAR in the US, and AFM, BaFin, FSMA, FI and CNMV in Europe. What each one lets you search and download.
- EU/USResearchDo insider purchases predict stock returns?What studies of US, UK and German filings found about share returns after insiders buy, from Lakonishok and Lee to Cohen, Malloy and Pomorski, and the limits of those findings.
- USSTOCK ActCan members of Congress trade stocks?Yes: members of the US Congress may trade stocks, but must report each trade within 45 days under the STOCK Act. The late fee, and the bills to ban trading as of 31 October 2026.
- USResearchDo politicians beat the market?What studies found about the stock returns of US senators and representatives, from Ziobrowski in 2004 to studies of trades after the STOCK Act, and why the results differ.
- USOGE Form 278What stocks does Trump own?Where to find what President Trump owns: the annual OGE Form 278e with assets in value ranges, the 278-T reports of trades, and what neither form shows.
- EUMAR art. 19Biggest insider purchases in Europe this yearThe largest open-market share purchases by company insiders in the Netherlands, Germany, Belgium, Sweden and Spain this year, ranked by amount in euros.
- EUMAR art. 19(11)When do insiders buy? Purchases by monthOpen-market purchases and sales by company insiders in the Netherlands, Sweden and Spain, counted per calendar month over all full years, and how closed periods fit in.
- USSEC Form 13FWhat is Berkshire Hathaway buying?Berkshire Hathaway's largest US stock holdings from its latest Form 13F, how many positions grew, shrank, appeared or disappeared, and what the filing leaves out.
- EU/USTransparency DirectiveMajor shareholdings in the EU: the 3% and 5% ruleWhen an investor in an EU listed company must report its stake: the 5% threshold of the Transparency Directive, lower national thresholds, the deadlines, and the US Schedule 13D.
- EU/USMCPInsider trading data in Claude and ChatGPT (MCP)Connect InsiderRadar to Claude or ChatGPT over MCP: the address, the sign-in steps, and the six read-only tools for insider, Congress, 13F and lobbying filings.