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Tech Executives

Insider stock: trading windows, 10b5-1 plans, and Form 4s

by Malik Amine

Quick note

This isn't legal advice, and I'm not recommending that you set up, change, or trade under a 10b5-1 plan.

Your trading policy comes first

If you're an insider at a public company, you live by a trading policy: windows that open after earnings, blackout periods, and pre-clearance before you trade. At a private company there often isn't a window at all, but you still have to think about inside information and whatever your agreements say. Either way, a post telling you to "just sell when it vests" is leaving a lot out.

10b5-1 plans, briefly

A Rule 10b5-1 plan is a trading plan you set up ahead of time, while you don't have any material nonpublic information. After you set it up, there's a waiting period before trades can start, and those rules got stricter in 2023. Your broker and your company both have a process for this, and the SEC has its own rules. I can't set one up for you here.

Someone else's Form 4 isn't a tip

Officers and directors have to report their trades on a Form 4. Online, those filings get turned into stories about what everyone else should do. All a filing tells you is what that person did, based on their own situation. Copying it isn't a strategy.

Where to start

Find out whether you're on the insider list, when your trading windows are, and whether you already have a 10b5-1 plan in place. Then talk to your company's lawyers before you talk to anyone about investment ideas.

Related notes