What is a 10b5-1 plan? Scheduled insider trades explained
A 10b5-1 plan lets insiders schedule trades in advance. How the plans work, the cooling-off period, and how they show on Form 4.
What it is
A Rule 10b5-1 plan is a trading plan an insider sets up while they don't have inside information. The plan fixes the amounts, prices or dates in advance, and trades then happen on that schedule.
Cooling-off period
Since 2023, directors and officers have to wait a cooling-off period, generally at least 90 days, between adopting a plan and the first trade under it.
On the radar
Form 4 has a checkbox for trades made under a 10b5-1 plan. Filing Radar marks them as scheduled, since a trade picked months ago says less about an insider's current view than an unplanned open-market purchase or sale.
Quick answers
Why do insiders use 10b5-1 plans?
To sell or buy on a pre-set schedule while reducing the risk of trading on inside information.
More guides
What is a Form 4 · What is an 8-K · 13D vs 13G · What is an S-1 · What is Form 144 · What is an NT 10-K or NT 10-Q · 10-K vs 10-Q
Data: SEC EDGAR, public domain. Not investment advice. Terms · Privacy · Learn · Live filings