The amendments add disclosure requirements in periodic filings (e.g. Forms 10-Q, 10-K and 20-F) related to certain trading arrangements. These disclosures would be subject to certification of the principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act.
Under the final rules, a registrant is required to disclose:
- Whether, during the last quarter, the registrant or any of its officers or directors adopted or terminated any contract, instruction or written plan to purchase or sell securities of the registrant. This is regardless of whether the arrangement was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and identify material terms of the arrangement including:
- date of adoption;
- duration of the arrangement; and
- the aggregate number of securities to be sold or purchased under the arrangement.
- Whether the registrant has adopted insider trading policies and procedures governing purchase, sale or other disposition of the registrant’s securities to promote compliance with applicable insider trading laws and regulations and, if not, explain why such policies and procedures have not been adopted.
Registrants will be required to tag the additional disclosures using Inline XBRL.