July 10, 2023
Rule 10b5-1: Form 10-Q Model Disclosures
For most companies other than smaller reporting companies, the upcoming Form 10-Q for the quarter ended June 30th will be the first report in which disclosure (and tagging) under new Item 408(a) of Regulation S-K is required. This somewhat confusing disclosure requirement applies when any officer or director adopts, modifies or terminates a Rule 10b5-1 plan, or adopts or terminates any “non-Rule 10b5–1 trading arrangement.”
A recent presentation from Latham & Georgeson suggests model disclosure for this new line item. Check out page 7 of the deck to see sample language & format for these scenarios:
1. No activity to disclose
2. Activity to disclose – tabular option
3. Activity to disclose – narrative option
This “Small Entity Compliance Guide” from the SEC Staff summarizes the new disclosure requirements and other items under the Rule 10b5-1 amendments that the Commission adopted last year – and for practical guidance and answers to common questions, check out our “Rule 10b5-1 Trading Plans Handbook” and our “Rule 10b5-1” Practice Area.
– Liz Dunshee