[author: Melissa Pfeuffer Pulgiano]

Amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 are effective as of February 27, 2023.

Unanimously adopted by the US Securities and Exchange Commission (SEC) December of last year, the Rule 10b5-1 amendments, among other things:

• add new conditions to the affirmative defenses to address concerns regarding the use of material nonpublic information by company insiders; and
• add disclosure requirements, including with respect to adoption and termination of 10b5-1 plans, stock option awards, and market value.

Public companies, other than smaller reporting companies, must comply with the disclosure and Inline XBRL tagging requirements in Forms 10-Q, 10-K and 20-F, and any proxy or information statements required to include the Item 408 and/or Item 402(x) disclosures, initially with the first such filing covering the first full fiscal period, beginning on or after April 1, 2023.

See our Legal Update for a complete summary of the Rule’s Amendments, as well as the SEC’s final rule published in the Federal Register.

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