Rule 10b5-1 of the Securities Exchange Act gives insiders a defense against illegal-trading claims: if they adopt a written trading plan while not in possession of material non-public information, and they trade according to that plan, the trade is presumed lawful even if material information later emerges.
How a 10b5-1 plan works
An insider signs a plan that specifies the amount, price, and dates of future trades. The plan must be adopted while the insider is not in possession of material non-public information. After a cooling-off period (typically 90 days for officers and directors), the plan's pre-scheduled trades can be executed.
What '10b5-1 Detected' means
Our '10b5-1 Detected' badge means the filing's footnote text contained a 10b5-1 plan reference. We use a deterministic text detector — we look for specific phrases and case-insensitive matches.
What 'Not 10b5-1 Detected' means
It means our text detector did not find a 10b5-1 plan reference in the stored filing text. It does not mean we have confirmed there is no plan. The filer may have omitted the reference, the reference may use unusual wording, or the plan may be on a different filing we have not ingested.
What this product does not do
We do not verify plan compliance, we do not judge plan quality, and we do not say a 'Not 10b5-1 Detected' transaction is illegal. The 10b5-1 column is a hint — not a verdict.