What is a Rule 10b5-1 trading plan?
A Rule 10b5-1 plan is a trading schedule an insider sets up in advance, so that later trades follow the plan and are not judged on what the insider knew on the day.
Last reviewed October 5, 2026
How it works
Insiders are not allowed to trade while they hold important information the public does not have. Rule 10b5-1 gives them a way to keep selling or buying: if they set up a written plan while they had no such information, trades made under that plan are protected against insider-trading claims.
The plan states the amounts and the dates, or a formula that decides them, and then the trades happen automatically.
The rules got stricter in 2023
Changes that took effect in 2023 added a waiting period before the first trade: for directors and officers, the later of 90 days after the plan is adopted or two business days after the company reports results for that quarter, up to 120 days. For other people the wait is 30 days. They also require good faith, limit overlapping plans and ask directors and officers to certify they had no such information when they adopted the plan.
How it shows up in filings
Since April 2023 a Form 4 has a box that says whether the trade was made under a Rule 10b5-1 plan, and filers often add a footnote about it. OQRO reads the footnotes, and treats a sale whose footnote mentions a Rule 10b5-1 or pre-arranged plan as set up in advance.
Why it matters when you read a sale
A sale under a plan was decided months earlier, so it says little about what the person thinks today. An unplanned sale is a choice made on the day. That is why OQRO leads with the unplanned ones and keeps planned and automatic sales in their own view.
See it on OQRO
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This explains a public filing in plain words. It is not legal or investment advice.
