TheCorporateCounsel.net

As you finalize your 10-K, it’s worth taking a look at this Goodwin blog with takeaways from a subset of the largest early filers. On the topic of compliance with Item 408(b), the blog notes that there’s no uniform approach to the location of the insider trading policy disclosure — slightly over half incorporated it by reference to the yet-to-be-filed proxy statement and the rest described in the 10-K. The blog suggests that companies consider existing proxy disclosure regarding the insider trading policy and whether expanding that is appropriate. But note that the policy itself must be filed as an exhibit to the Form 10-K.

For companies that included it in the Form 10-K, the blog provides two approaches — depending on whether the company’s policy applies to the company’s trading itself:

Disclosure Example 1: If the Company’s Insider Trading Policy applies to the Company’s trading:

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees and the Company itself. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Disclosure Example 2: If the Company’s Insider Trading Policy does not apply to the Company’s trading:

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

The blog also addresses how 10-Ks so far have addressed disclosures regarding the change in the U.S. presidential administration, DEI and cybersecurity.

– Meredith Ervine