Beginning with the first periodic filing with the SEC that covers the first full fiscal quarter beginning on or after April 1, 2023 (for many domestic calendar year companies, that is the Form 10-Q for the fiscal quarter ending June 30, 2023), companies are required to disclose, whether, in the last fiscal quarter, a director or Section 16 officer adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.” If so, new Item 408(a) of Regulation S-K requires companies to identify whether the arrangement is a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” and to describe its material terms (other than execution price). These new disclosures are required in Part II-Item 5 of Form 10-Q and Part II-Item 9B of Form 10-K and must be tagged in EDGAR using Inline XBRL.

In this Alert we discuss these new disclosure requirements, the need to update disclosure controls and procedures, and some other new Rule 10b5-1 related disclosure requirements.

View this Governance & Securities Alert.