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Rule 10b5-1 trading plans

How insiders schedule trades in advance: the conditions, the cooling-off period, and where plans show up in filings.

The short answer

A Rule 10b5-1 plan is a written plan, set up in advance, for an insider to buy or sell a company's stock later on a schedule or formula. Trades made under a plan adopted in good faith, before the insider knew anything material and nonpublic, have a defense against insider trading claims. Since 2023, directors and officers have to wait out a cooling-off period of at least 90 days before the first trade, and companies list new plans in their 10-Qs and 10-Ks. Of the 216 Form 4 sales in Ticker Sage's notes since Sep 25, 2026, 136 were marked as made under a plan.

Why the plans exist

Directors and senior officers almost always know something the market doesn't, which makes it hard for them to trade without the risk of an insider trading claim. Rule 10b5-1 offers a way out: if the insider commits in advance to a plan that sets the amount, price and dates (or a formula for them), and doesn't control the trades afterward, the later trades are protected even if the insider learns something in the meantime. Executives often use plans to sell shares they received as pay on a steady schedule.

The main conditions

Good faith. The plan has to be adopted in good faith and not as part of a scheme to evade the insider trading rules, and the insider has to act in good faith while it runs.
Cooling-off period. For directors and officers, no trades until the later of 90 days after adoption or two business days after the 10-Q or 10-K for the quarter the plan was adopted in, capped at 120 days. For other people, 30 days.
Certification. Directors and officers certify in the plan that they aren't aware of material nonpublic information and are adopting it in good faith.
Limits on overlapping and single-trade plans. Generally one plan at a time, and only one single-trade plan in any 12 months.
Changes count as new plans. Changing the amount, price or timing restarts the cooling-off period.

A real example: NextEra Energy

Item 408 of Regulation S-K requires each 10-Q and 10-K to say whether any director or officer adopted or ended a plan during the quarter, with the person's name and title, the date, how long the plan runs and how many shares it covers. NextEra Energy's 10-Q for the quarter ended Sep 30, 2026 lists several. Its chief financial officer adopted a plan on Jul 27, 2026 to sell 6,888 shares, running until Jul 28, 2027. The chief executive adopted one on Aug 4, 2026.

Working through the cooling-off rule for the first one: 90 days after Jul 27 is Oct 25, 2026. The 10-Q came out on Oct 21, 2026, and two business days after that is Oct 23, 2026. The later date applies, so no sale could happen under that plan before Oct 25, 2026, well inside the 120-day cap.

Not every quarter has one. Microsoft's latest 10-Q says none of its directors or officers adopted or ended a plan in the quarter. How to read a 10-Q shows where Item 5 sits.

Plans on Form 4

Since 2023, Form 4 has a check box for a trade made under a plan meant to satisfy Rule 10b5-1(c), and the footnotes usually give the plan's adoption date. Ticker Sage's insider notes say when the box is checked. The latest example: ServiceNow Chief People & AI Enblmt. Off. Jacqueline P. Canney reports selling 1,289 shares under a 10b5-1 plan (filed Nov 10, 2026).

A plan sale is a pre-scheduled transaction, set up months earlier. It says little about what the insider thinks of the company today, and a sale outside a plan isn't necessarily significant either: insiders also sell to cover taxes on vesting shares.

Common questions

What is a 10b5-1 plan?

A written plan, adopted in advance, for an insider to buy or sell a company's shares later according to set amounts, prices and dates or a formula. Trades under a plan adopted in good faith have an affirmative defense against insider trading claims.

How long is the cooling-off period?

For directors and officers, the later of 90 days after adoption or two business days after the 10-Q or 10-K for the quarter of adoption, but no more than 120 days. For other employees, 30 days.

Where are 10b5-1 plans disclosed?

In Part II, Item 5 of the 10-Q and Item 9B of the 10-K, which must say whether any director or officer adopted or ended a plan in the quarter, under Item 408 of Regulation S-K. Form 4 also has a check box for trades under a plan.

Can an insider change a 10b5-1 plan?

A change to the amount, price or timing of trades counts as ending the old plan and adopting a new one, which starts a new cooling-off period.

Does a sale under a 10b5-1 plan say anything about the company?

Not much on its own. It was scheduled months earlier, often to sell shares received as pay. That's why notes and filings say when a trade was made under a plan.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 11, 2026

General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.

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