SEC Adopts Amendments To Rule 10b5-1 Trading Plans
Highlights
New SEC rule amendments limit the use of multiple Rule 10b5-1 plans and add a cooling-off period prior to use
The new rule amendments require the individual adopting the plan to certify they are acting in good faith
Issuers must now disclose Rule 10b5-1 policies annually and use of such plans quarterly
On Dec. 14, 2022, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which, among other things, provides corporate insiders (i.e., officers and directors of an issuer) with an affirmative defense to insider trading liability if they trade securities pursuant to a written securities trading plan executed when the insider was not aware of material nonpublic information.
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