What is a Rule 10b5-1 plan?
It is a written plan to buy or sell a company's shares on a schedule fixed in advance. Nvidia's filings show its officers and directors adopting them, and the company says it may use one for buybacks.[S5]
Trading on important news the public does not yet have, in breach of a duty of trust, is illegal insider trading. The SEC calls such news "material nonpublic information".[S2]
Rule 10b5-1 gives a defense. A trade is not "on the basis of" that information if the plan was set up before the person learned it.[S2]
What must the plan contain?
The plan has to fix the amount, price and date of trades, or give a written formula for them. Or it must leave the person no later say over how, when or whether to trade.[S2]
The trades must then follow the plan. Changing a trade's amount, price or timing, or hedging around it, breaks the link.[S2]
Why is it easy to misread?
A sale under a plan was decided when the plan was adopted, sometimes months earlier. The trade date alone does not show when the decision was made.
Companies do not have to file the plan document itself. What you can read is a quarterly summary in the 10-Q or 10-K. Each Form 4 also has a tick box and a footnote.[S3][S9]
What did the SEC change in Dec 2022?
The SEC adopted the amendments on Dec 14, 2022. They took effect on Feb 27, 2023.[S1]
Cooling-off periods. A director or officer may not trade under a new plan until the later of two dates. One is 90 days after adoption.[S2]
The other is two business days after the 10-Q or 10-K with results for the quarter the plan was adopted. Either way, the wait is capped at 120 days.[S2]
Anyone else, other than the company itself, waits 30 days.[S2] The SEC's announcement describes the cooling-off periods as applying to persons other than issuers.[S4]
Certifications. A director or officer must state in the plan that, on the day of adoption, they know no material nonpublic information. They must also state they are acting in good faith.[S2]
Good faith. Everyone using a plan must adopt it, and act under it, in good faith.[S2]
Overlapping and single-trade plans. People other than the company may generally hold one plan at a time for open-market trades. There are some exceptions.[S2]
A plan built to do all its trading in one go may be used only once in any 12 months.[S2]
Changes count as new plans. Changing the amount, price or timing in a plan ends it and starts a new one.[S1]
New disclosure. Companies now report plan adoptions and terminations by directors and officers each quarter. Forms 4 and 5 gained a box for trades under a plan.[S1]
When did the new disclosures start?
Insiders used the new Forms 4 and 5 for reports filed on or after Apr 1, 2023.[S1]
Most companies began the quarterly plan disclosure in their first filing for a full fiscal period starting on or after Apr 1, 2023. For smaller reporting companies, the date was Oct 1, 2023.[S1]
Plans adopted before Feb 27, 2023 kept their defense, unless they were later changed.[S1]
What does Item 408(a) make companies disclose?
Each 10-Q says whether any director or officer adopted or ended a plan during that quarter. The 10-K covers the fourth quarter.[S3]
For each plan, it gives the material terms other than price. These include the name and title, the date, how long the plan runs and the total shares.[S3]
It also covers "non-Rule 10b5-1 trading arrangements". These are written plans of the same kind that the person says were adopted while unaware of inside news.[S3]
What does this look like in Nvidia's and Tesla's 10-Qs?
Both companies put it in Part II, Item 5, "Other Information".[S5][S7]
Nvidia, quarter ended Jul 26, 2026. The 10-Q lists three adoptions.[S5]
| Name | Title | Adopted | Shares to be sold | Expires |
|---|---|---|---|---|
| Aarti Shah | Director | May 22, 2026 | 6,500 | May 29, 2027 |
| Timothy S. Teter | EVP, General Counsel and Secretary | May 22, 2026 | 547,942 and any future equity awards | Dec 13, 2027 |
| Colette M. Kress | EVP and Chief Financial Officer | Jun 16, 2026 | 375,439 | Dec 14, 2027 |
Footnotes say some counts assume the maximum shares from performance awards. Actual sales will be net of shares withheld for tax.[S5]
Nvidia, quarter ended Apr 26, 2026. Director Tench Coxe adopted a plan on Mar 19, 2026 for 8,000,000 shares. It is solely for gifts to charitable donor-advised funds.[S6]
The same table shows Kress ending an earlier plan on Apr 10, 2026. It had been adopted on Dec 18, 2025, and no shares were sold under it.[S6]
Tesla, quarter ended Sep 30, 2026. The 10-Q says no director or officer adopted, modified or ended either kind of arrangement that quarter.[S7]
How does the 10-Q connect to a Form 4?
The Form 4 box flags a trade made under a plan meant to meet Rule 10b5-1(c). The footnotes must give the plan's adoption date.[S9]
Kress's Form 4 filed Sep 18, 2026 shows sales on Sep 17, 2026. The box is ticked, and a footnote dates the plan to Jun 16, 2026.[S8] That matches the adoption in Nvidia's 10-Q.[S5]
Cityfort's arithmetic from those dates: 90 days after Jun 16, 2026 is Sep 14, 2026. The 10-Q for that quarter came out on Aug 26, 2026, and two business days later was Aug 28. So the later date is Sep 14.[S5]
Our guide to Form 4 insider filings explains the codes and footnotes. The companies are covered in the Nvidia and Tesla explainers.