In late August, the SEC put out three new interpretations relating to the newly adopted amendments to Rule 10b5-1 (Fact sheet: https://www.sec.gov/files/33-11138-fact-sheet.pdf). The new 10b5-1 rules, which were finalized by the SEC in late 2022, imposed a 90 day cooling off period after the adoption of a 10b5-1 plan for directors and officers (the later of 90 days after the adoption of the contract, instruction, or plan, or “[t]wo business days following the disclosure of the issuer’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the plan was adopted"), limited the ability for the existence of overlapping plans, and required that trades made pursuant to 10b5-1 plans be disclosed as such on Form 4 filings by the applicable insider.  

The newly adopted compliance and disclosure interpretations clarified the following points:

• for purposes of the cooling-off period, the "first business day" would be the next business day that follows the filing date of the applicable 10-Q or 10-K,
• under certain circumstances, a 401(k) plan governed by a plan administrator would not constitute an overlapping plan, and
• the Rule 10b5-1(c) check box on Form 4 for securities transactions made pursuant to a Rule 10b5-1 trading plan trading plan only applies to trading plans that were adopted after the effective date of the amendments to Rule 10b5-1.