SEC Adopts Significant Amendments Regarding 10b5-1 Trading Plans and Augmented Trading-Related Disclosure Requirements

16 December 2022
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On December 14, 2022, the U.S. Securities and Exchange Commission adopted significant rule amendments that:

  • Add significant new conditions to the availability of the affirmative defense to insider trading liability and sales of securities pursuant to trading arrangements that satisfy the requirements of Rule 10b5-1(c)(1) under the Exchange Act
  • Require disclosure regarding: the adoption, modification and termination of Rule 10b5-1 and other trading arrangements by directors and officers; insider trading policies and procedures of issuers; and the timing of option awards to named executive officers made in close proximity to the issuer’s release of material, nonpublic information
  • Augment the reporting obligations under Section 16 of the Exchange Act of transactions made pursuant to a Rule 10b5-1 trading arrangement and gifts