Definition
SEC Rule 10b5-1 allows insiders to pre-schedule stock sales when not in possession of material nonpublic information, providing an affirmative defense against insider trading claims.
Key Points
- Plans can be adopted and later canceled before execution
- larry-ellison canceled a 50M-share Oracle plan Sept 12, 2026 — market signal when canceled amid stock decline
- Cancellation does not require disclosure of reason