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Rule 10b5-1 plans explained

A Rule 10b5-1 plan is a written plan an insider sets up in advance to buy or sell shares on a schedule or at set prices. Because the trades are decided before the insider knows what will happen next, the plan gives them a defense against claims of trading on inside information.

How the plans work

The insider adopts the plan at a time when they don't have material non-public information. After that, a broker carries out the trades automatically, for example selling a fixed number of shares each month. Most executives who regularly sell stock do it this way.

What changed in 2023

SEC amendments that took effect in 2023 added a cooling-off period before trades can start under a new plan (at least 90 days for directors and officers in most cases), limited overlapping plans, and added a checkbox to Form 4 showing whether a trade was made under a 10b5-1 plan.

What it means for investors

A sale under a plan was usually decided months earlier, so it says little about the insider's current view. Sales outside a plan, especially by several senior executives at once, are more discretionary. InsiderPrint marks planned sales with a Plan tag wherever the filing shows it.

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Common questions

Can insiders buy under a 10b5-1 plan too?

Yes, though it's much less common. Most plans are used for regular sales.

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Educational content, not investment advice.