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ARTICLE · 13 MAY 2025

SEC Staff Updates Rule 10b5-1 Interpretations

Bryan Cave Leighton Paisner
Bryan Cave Leighton Paisner
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The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans.

United StatesCorporate/Commercial Law
R. Randall Wang
R. Randall Wang

What happened

The SEC staff recently published updates to its interpretations (CDIs) for Rule 10b5-1 – the insider trading exemption for pre-established trading plans.

Takeaways

The updates contain several new or substantively changed interpretations as well as a number of technical updates.

New interpretations relate to the availability of the Rule 10b5-1 defense for:

  • Self-directed "brokerage window" transactions in 401(k) plans.
  • "Sell-to-cover" transactions to satisfy tax withholding payments calculated in good faith to satisfy the individual's expected effective tax obligation.

Substantively updated interpretations relate to the availability of the Rule 10b5-1 defense for:

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