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Regulation FD

The SEC rule against selective disclosure of material news, and how companies use 8-K Item 7.01 to make the same news public, with Oracle's and 3M's filings.

The short answer

Regulation FD is the SEC rule that stops a public company from sharing material nonpublic information with analysts or selected investors without sharing it with the public at the same time. If the disclosure was intentional, the public announcement has to be simultaneous; if it was accidental, it has to be prompt. Companies often satisfy the rule by furnishing an 8-K under Item 7.01.

What the rule requires

17 CFR 243.100 says that when an issuer, or someone acting on its behalf, discloses material nonpublic information about the company or its securities to certain people outside the company (including brokers, investment advisers, investment companies and holders of the company's securities who can reasonably be expected to trade on the information) the company must make public disclosure of that information. The public disclosure must be simultaneous if the original disclosure was intentional, and prompt if it was not.

The rule is about fairness of access to material news, not about what counts as a good or bad development. Earnings figures, a change in outlook, a large contract or a planned deal can all be material. A company can still hold private meetings; it cannot use those meetings to give a selected audience material information that everyone else does not have.

Item 7.01 on the 8-K

The usual way to make the public disclosure is to furnish a Form 8-K under Item 7.01, Regulation FD Disclosure, often with a press release, investor presentation or transcript as an exhibit. The 8-K typically says the information is being furnished, not filed, for purposes of Section 18 of the Exchange Act. Furnished 8-K items are still public, but they are treated differently from items that are filed, such as earnings results under Item 2.02. 8-K item numbers lists the other items.

Oracle's 8-K dated October 28, 2026, filed in connection with its 2026 Investor Day, is an Item 7.01 disclosure of a press release about strategy and financial guidance. The 8-K states that the information in Item 7.01 and the attached exhibit shall not be deemed “filed” for purposes of Section 18. 3M's 8-K dated October 19, 2026 uses the same item for a different kind of news: an expanded commercial relationship, disclosed under Regulation FD.

How to read these filings

Item 7.01 is a signal that the company is putting something in front of everyone at once: a presentation, a new figure, or a development first discussed with a narrower audience.
The exhibit is usually the document that matters. The 8-K cover is often short.
Guidance and Investor Day materials may also appear under Item 2.02 when they accompany earnings, or under both items. The heading tells you which box the company checked.

Common questions

What is Regulation FD?

An SEC rule that requires a public company that discloses material nonpublic information to selected outsiders to disclose the same information to the public at the same time, or promptly if the disclosure was unintentional.

What does Item 7.01 on an 8-K mean?

It is the 8-K item used for Regulation FD disclosure. Companies often furnish a press release or presentation under that item so the information is public.

What is the difference between furnished and filed?

A furnished Item 7.01 exhibit is public but is generally not treated as filed for purposes of Section 18 liability. Filed items, such as Item 2.02 earnings results, are.

Does Regulation FD ban private meetings with analysts?

No. It bans giving those meetings material nonpublic information that has not been shared with the public.

What does “promptly” mean after an accidental disclosure?

The rule requires prompt public disclosure of an unintentional selective disclosure. Companies typically follow up with a press release or an Item 7.01 8-K.

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 10, 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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