In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of company stock pursuant to an appropriately adopted trading plan. The amendments impose significant new restrictions on the adoption and use of Rule 10b5-1 trading plans. In addition, the new rules include several new disclosure and reporting requirements that seek to address SEC concerns regarding insider trading.

Below we provide an overview of Rule 10b5-1 and the recent amendments and identify practical considerations for issuers and company insiders.