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September 25, 2024 | 1 minute read

Key Considerations for New Insider Trading Disclosures

The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements:

Disclosure RequirementFirst Required Filing for 12/31 FYE CompaniesXBRL Tagging?Action Items
Insider Trading Policy Exhibit - Items 408(b)(2) and 601(b)(19)Form 10-K (FY 2024)No
  • Since insider trading policies will now be public, consider assessing whether any updates to the policy are necessary.
  • Consider benchmarking against insider trading policies exhibits from early filers.
Disclosure of Insider Trading Policies and Procedures - Item 408(b)(1)Next Proxy Statement and Form 10-K (FY 2024)Yes
  • Consider reviewing disclosures from early filers.
  • Start documenting the company’s procedures for handling trading activities under its insider trading policy.
  • Review the SEC’s taxonomy guidance for XBRL tagging.
Tabular and Narrative Disclosure of Certain Options Awarded Close in Time to the Release of Material Nonpublic Information - Item 402(x)Next Proxy Statement and Form 10-K (FY 2024)Yes
  • Consider reviewing disclosures from early filers.
  • Consider adopting an equity grant policy that provides for equity grants to be made on preestablished dates, or timing grants to be made outside of the period preceding filings that trigger specific disclosure.
  • Evaluate whether any other compensation practices need to be changed in light of the new disclosure requirements.
  • Review the SEC’s taxonomy guidance for XBRL tagging.

This article is part of a Fenwick "Securities Law Update" authored by David A. Bell, Ran Ben-Tzur, Amanda Rose, and Merritt Steele.

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capital markets, corporate, corporate governance, esg & sustainability, regulatory, public companies