One upside from the fact that public companies have been required to file their insider trading policies as exhibits to their Form 10-K filings for the last two years is that we now have a lot more data on trends and a greater ability to benchmark policies against market practice and company peers. Goodwin recently reviewed policies filed during the 2025–2026 annual reporting season to assess how they approached some hot topics. This alert describes how the policies handle trading in other companies, the prediction markets, Rule 10b5-1 plan usage, gifts, trading windows (timing and covered employees/consultants) and pledging.

With respect to Rule 10b5-1 plans, Goodwin looked at whether the insider trading policies mandate the use of Rule 10b5-1 trading plans and whether they impose additional restrictions beyond those required by the rule.

With respect to mandatory usage, there is near unanimity across sectors that directors and executive officers are not required to conduct all transactions in company securities pursuant to a Rule 10b5-1 trading plan. With respect to additional restrictions, nearly all policies impose an advance notice period for internal review of proposed trading plans (e.g., at least five business days before adoption). It is also common for policies to include provisions that allow for the company to impose additional, unspecified conditions prior to approving a proposed plan, as well as to include a requirement that the plan must allow the company to direct the broker to suspend or terminate the plan under certain circumstances.

Beyond those relatively common provisions, approximately 25% of policies include additional restrictions. We did not observe a pattern across industries or market capitalizations. More common supplemental restrictions included:

– minimum and/or maximum term lengths for the plan (most common were six months and two years, respectively)
– prohibitions on hedging transactions involving securities subject to the plan
– limits on the number of plan amendments permitted during a 12-month period
– cooling-off periods following voluntary plan terminations
– restrictions on engaging in transactions outside an approved plan
– limits on which individuals may utilize trading plans
– requirements to use specific brokerage firm

On the treatment of gifts, they found that a consensus has emerged, with 85% of the reviewed policies requiring preclearance for gifts, though there were sector-specific outliers, including large-cap banks (73%) and pre-revenue life sciences companies (68%).

– Meredith Ervine