What is a 10b5-1 plan?
A 10b5-1 plan lets you, as a company insider, set the terms of future trades in advance, at a time when you hold no inside information. A broker then carries them out, even if you learn something material later.
The rule
SEC Rule 10b-5 forbids trading on material nonpublic information. Rule 10b5-1, adopted in 2000, gives an insider a defense against that charge: the trade followed a written plan, contract or instruction that the insider set up before they knew the information. The plan fixes the amount, the price and the date, or a formula for them, or hands the decisions to someone else who has no inside information.
Nobody has to use a plan. A plan protects only the trades made under it.
The changes of December 2022
On 14 December 2022 the SEC adopted amendments that took effect on 27 February 2023. For plans adopted or changed from then on:
- Cooling-off period. Directors and officers wait until the later of 90 days after adopting the plan, or two business days after the company publishes its financial results for the quarter in which they adopted it, with a maximum of 120 days. Other persons, except the company itself, wait 30 days.
- Certification. Directors and officers state in the plan that they are not aware of material nonpublic information about the company and that they adopt the plan in good faith.
- One plan at a time. With a few exceptions, an insider may not run overlapping plans for open-market trades in the same class of shares.
- Single-trade plans. An insider can rely on the defense for one single-trade plan in any 12-month period.
- Good faith. Everyone who uses a plan has to act in good faith while the plan runs, as well as when they set it up.
The checkbox on Form 4
Since 1 April 2023 the Form 4 and the Form 5 carry a checkbox. The insider ticks it when the trade was made under a plan meant to meet the conditions of Rule 10b5-1(c), and gives the date the plan was adopted.
Companies also disclose each quarter which directors and officers adopted or ended a plan, with its main terms but without the price.
And in the EU?
EU law has no 10b5-1 plan by that name. The Listing Act did open the EU closed period to trades on terms fixed in advance, such as an option exercised on agreed terms. A manager still reports each such trade under MAR Article 19.
Plan trades on this site
Insider Trades shows each Form 4 with a link to the filing at the SEC, where you see the checkbox and the adoption date. The Form 4 guide explains the rest of the form, and Form 3, 4 and 5 covers when each form is due. Other reasons insiders sell are in why do insiders sell stock?.
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
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