Greedy Insider
10b5-1 Plans on Form 4, Explained
A 10b5-1 plan on Form 4 is a pre-arranged trading schedule that lets insiders buy or sell on set dates. Since the 2023 SEC rule update, plans carry a cooling-off period of up to 90 days, and a box on the Form 4 flags trades made under one as of 2026.
What a 10b5-1 plan is
A 10b5-1 plan is a written schedule an insider sets up in advance, so trades execute automatically regardless of what they later know. It is an affirmative defense against insider-trading claims, which is why many routine executive sales run through one.
How to read it on a filing
Form 4 has a checkbox indicating a transaction was made under a 10b5-1 plan. A pre-planned sale is weaker evidence of a view than a discretionary open-market buy. Our full article covers the 2023 cooling-off rules.
Where the score fits
Pre-planned trades still appear in the feed and the score, but the context matters when you read them. The score describes the filing, not future returns. This is not investment advice.
Key facts
- Cooling-off period: up to 90 days
- Rule updated: 2023
- Flagged on Form 4: 1 checkbox
Primary sources
Related
The score describes the filing, not future returns. This is not investment advice.