# Rule 10b5-1 plan

> A trading plan an insider sets up in advance, so later trades follow the plan rather than a decision made at the time.

Updated Oct 17, 2026.

A Rule 10b5-1 plan is a written plan to buy or sell a company's shares on a schedule or formula, set up at a time when the person does not have material non-public information. Trades made later under the plan follow the plan, not a decision made at the time of the trade.

## Rules since 2023

- Directors and officers must wait before the first trade under a new or changed plan: the later of 90 days, or two business days after the company files its results for the quarter in which the plan was adopted, up to 120 days.
- Form 4 has a checkbox that says whether a transaction was made under a 10b5-1 plan, with the adoption date usually in a footnote.
- Companies must say each quarter, in their 10-Q or 10-K, which directors and officers adopted or ended a plan.

## Reading it

A sale under a plan was decided months earlier, often for ordinary reasons such as diversification or tax. It tells you less about the insider's view today than a sale made without one. Plans can still be ended early, and an ended plan is worth noting.

## Related terms

- [Form 4](/glossary/form-4.md)
- [Insider](/glossary/insider.md)
- [Transaction code](/glossary/transaction-code.md)
- [10-Q](/glossary/10-q.md)

## Guides that use it

- [How to read a 10-K](/guides/how-to-read-a-10-k.md)
- [How to read a 10-Q](/guides/how-to-read-a-10-q.md)
- [Insider trades: what Form 4 tells you](/guides/insider-trades-what-form-4-tells-you.md)

All terms: [/glossary.md](/glossary.md)