What is a Rule 10b5-1 plan? Insider trading (2026)

A Rule 10b5-1 plan is a written arrangement a company insider sets up in advance to trade their own company's stock on pre-set dates, prices, or amounts. The point is timing: the insider commits to the trades at a moment when they do not hold material non-public information, so the trades run on autopilot later even if news breaks. Done correctly, a Rule 10b5-1 plan gives the insider an affirmative defense against insider-trading claims under SEC Rule 10b-5. It is not investment advice.

What does a Rule 10b5-1 plan do?

The rule solves a real problem for insiders. A CEO or director almost always knows things the public does not, so nearly any trade they make could look like it used inside information. Rule 10b5-1(c) lets them lock in a trading schedule while they are clean, then let it execute on its own. If the plan meets the conditions, the later trades are protected even though the insider knew more by the time they ran.

To qualify, the plan must set the amount, price, and date of trades, or use a written formula, and the insider must not exercise later influence over how or when trades happen. The insider also has to enter the plan in good faith and act in good faith for its whole life.

What did the 2022 amendments change?

The SEC adopted major amendments on 14 December 2022, effective 27 February 2023, to close gaps that let some insiders game the rule. The headline change is a mandatory cooling-off period between adopting a plan and the first trade.

For directors and officers, trading cannot begin until the later of 90 days after adoption or modification, or two business days after the company files its Form 10-Q or 10-K for the quarter in which the plan was adopted, capped at 120 days. Everyone else, except the company itself, waits 30 days. The amendments also limit overlapping plans, restrict single-trade plans to one per twelve months, and require directors and officers to certify they hold no material non-public information when they adopt a plan.

How the plan shows up in filings

You can see 10b5-1 activity in public disclosures:

• On the Form 4. A checkbox flags a trade made under a plan intended to satisfy Rule 10b5-1(c), so a pre-planned sale is distinguishable from a discretionary one.
• In quarterly reports. Under Item 408 of Regulation S-K, companies disclose the adoption and termination of directors' and officers' 10b5-1 plans each quarter.

That distinction matters when you read insider trades. A sale that runs off a plan set months earlier is a weaker signal than a sudden discretionary sale, which is exactly why the checkbox exists.

For the filing that reports the trade itself, see what a Form 4 filing is, and for the affiliate pre-sale notice that often accompanies a large sale, see what a Form 144 filing is. To put the two side by side, read Rule 10b5-1 plan vs Form 144. And for the step-by-step, how to track insider selling walks through where these records live.

Flock reads primary filings like these, stamps each one with its filing date, and links back to the SEC source. What the data means for you is your call to make.