SEC’s Rule 10b5-1 Amendments: Blackout Periods – An Extra Hurdle


The adopting release for the SEC’s recent Rule 10b5-1 amendments has now been published in the Federal Register and 10b5-1 plans that are adopted by non-issuers on or after February 27, 2023 must comply with the new rules. While a lot of attention has been paid to the new requirement for a cooling-off period before a first trade can occur, there are related considerations that can significantly impact planning.

In this guest post for, Orrick’s JT Ho, Carolyn Frantz and Bobby Bee discuss how the combination of the cooling-off period and company imposed blackout period restrictions may further limit flexibility for planning initial trades using 10b5-1 plans.