Public companies are required to make their insider trading policies publicly available through their annual Form 10-K filings, generally as Exhibit 19 or, in certain circumstances, through a cross-reference to a code of ethics filed as Exhibit 14. The requirement first applied to fiscal year 2024 Form 10-K filings, so calendar-year companies filed their first Exhibit 19 in early 2025. This post covers where the filing sits, what a company policy restricts beyond SEC rules, and how those company-set boundaries interact with 10b5-1 Trading Plans, hedging, and pledging.
Where Is a Company’s Insider Trading Policy Filed?
A public company’s insider trading policy is filed as Exhibit 19 to its annual report on Form 10-K and is retrievable through the SEC’s EDGAR database. Item 408(b) of Regulation S-K requires annual disclosure of whether the company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of company securities by directors, officers, and employees. A company that has not adopted such policies must explain why not. Item 601(b)(19) of Regulation S-K requires the policy document itself to be filed, not merely described.
One alternative compliance path exists. If all of a company’s insider trading policies are contained within a code of ethics already filed as Exhibit 14, the exhibit index may simply cross-reference Exhibit 14 rather than duplicate the text at Exhibit 19. A reader who finds no Exhibit 19 in a Form 10-K should check the exhibit index for that cross-reference before concluding the policy was not filed.
What Is Exhibit 19 of the Form 10-K?
Exhibit 19 is the designated exhibit slot where a public company files the full text of its insider trading policy alongside the annual report on Form 10-K. The SEC created it on December 14, 2022, in Release 33-11138, “Insider Trading Arrangements and Related Disclosures.” Before that release, insider trading policies circulated internally through compliance departments and employee handbooks, with no requirement that the document reach the public record.
The same rulemaking added Item 408(a) of Regulation S-K, which requires quarterly disclosure of the adoption or termination of 10b5-1 Trading Plans and non-Rule 10b5-1 trading arrangements by officers and directors. Exhibit 19 shows the rules of the road. Item 408(a) disclosure shows which officers and directors have adopted or ended a plan and when.
What Does an Insider Trading Policy Restrict That SEC Rules Do Not?
Company insider trading policies routinely restrict more than the federal securities laws do, and the additional restrictions fall into four common categories: pre-clearance requirements before any transaction, prohibitions on pledging company stock as loan collateral, prohibitions on hedging company stock, and blackout windows that open and close on dates the company sets rather than dates the SEC sets.
The federal baselines are narrower than most people assume. Rule 144 limits affiliate sales in any three-month period to the greater of 1% of outstanding shares or the average weekly trading volume over the prior 4 weeks. Section 16 requires reporting of covered transactions within 2 business days. Rule 10b5-1 imposes cooling-off periods of 90 days for employees and 120 days for officers and directors under the December 2022 amendments. None of those rules tells a company it must stop there. A company can build a window schedule around earnings releases, require sign-off from a compliance officer, and extend every restriction to a longer period than the SEC requires. Timing considerations around those company-set windows are covered in more detail in what to do before a stock trading blackout period.
How Do I Find Out If My Company Prohibits Hedging or Pledging Company Stock?
Two separate filings carry that information. Hedging policy is disclosed in the annual proxy statement under Item 407(i) of Regulation S-K, which requires the company to describe any policy on whether employees, officers, or directors are permitted to hedge or offset a decrease in the market value of company equity securities. The SEC adopted Item 407(i) in December 2018 under Section 955 of the Dodd-Frank Act, so proxy statements have carried this disclosure for several filing cycles.
Pledging restrictions typically appear in the text of the insider trading policy filed as Exhibit 19 rather than in the proxy statement. A policy that prohibits pledging generally addresses using company shares as collateral for margin loans and other borrowing arrangements. Reading both documents gives the full picture, because a company can permit one practice and prohibit the other.
Does My Insider Trading Policy Override the SEC Cooling-Off Period for a 10b5-1 Trading Plan?
A company insider trading policy cannot shorten the SEC cooling-off period for a 10b5-1 Trading Plan, but it can lengthen it and can add conditions the SEC does not impose. The federal floor is 90 days for employees and 120 days for officers and directors under the December 2022 amendments to Rule 10b5-1. Where the company rule and the SEC rule differ, the more restrictive of the two governs the transaction.
Common additions include requiring plan adoption only during an open trading window, requiring pre-clearance of the plan by a compliance officer, limiting the number of plans an insider can maintain, and requiring the use of a designated broker. The structure and mechanics of these plans are covered in 10b5-1 plans and selling company stock.
Why Would an Executive Read Their Own Company’s Insider Trading Policy?
The insider trading policy defines the actual boundaries of any diversification, hedging, or borrowing strategy involving company stock, and those boundaries are frequently tighter than the securities laws. Rule 144 may permit an affiliate to sell a given number of shares in a quarter while a pre-clearance requirement independently blocks the trade. A company hedging prohibition can remove an Option Collar or a Prepaid Variable Forward from consideration entirely, regardless of whether those instruments are permissible under federal law. A pledging prohibition can foreclose a securities-based line of credit collateralized by company shares.
Individual policies vary by company, and the differences are meaningful. Two people holding identical positions in two different issuers can face substantially different constraints on the same strategy. The Exhibit 19 filing and the Item 407(i) proxy disclosure establish what those constraints are, and interpretation of a specific policy provision belongs with the company’s legal and compliance function.
By Garrett Peterson, Wealth Advisor | Spectrum Asset Management | Reviewed August 2026
Disclaimer: This material is for informational and educational purposes only and should not be construed as investment, legal, or tax advice, or as a recommendation of any specific security or strategy. All investing involves risk, including the potential loss of principal. Hedging and structured strategies involve significant cost, complexity, counterparty risk, and tax consequences, and may be prohibited by company policy. Consult your financial, legal, and tax professionals regarding your personal circumstances. Nothing herein constitutes an offer to enter into an advisory relationship. Spectrum Asset Management, Inc. (SAM) is an SEC-registered investment adviser headquartered in Newport Beach, California. SAM is not affiliated with any other firm using a similar name.
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Yes. Item 601(b)(19) of Regulation S-K requires public companies to file the policy as Exhibit 19 to the annual report on Form 10-K, which is publicly accessible through EDGAR. If Exhibit 19 does not appear, check the exhibit index for a cross-reference to Exhibit 14, the code of ethics, which is a permitted alternative when all insider trading provisions are contained there.
That depends on how the specific policy defines covered persons and covered accounts. Many policies extend their restrictions beyond the employee to family members sharing the same household and to accounts the employee influences or controls. The definition is written into the policy text filed as Exhibit 19, which is where the answer for a given company appears.
A pledging prohibition generally prevents using company shares as collateral, which removes those specific shares from the collateral pool for a securities based line of credit. It does not by itself restrict borrowing against non-company assets. The scope of the prohibition, including whether it applies to all employees or only Section 16 officers and directors, is set out in the policy.
No. The SEC sets cooling-off periods of 90 days for employees and 120 days for officers and directors for 10b5-1 Trading Plans under the December 2022 amendments. Company blackout windows are a separate mechanism, typically tied to earnings release dates the company selects, and they operate alongside the federal cooling-off requirement rather than replacing it.
Yes. Rule 10b5-1 creates an affirmative defense, not an entitlement. A company can condition plan adoption on pre-clearance, restrict adoption to open trading windows, cap the number of concurrent plans, or decline to permit plans for certain employee groups. Where the company policy is more restrictive than the SEC rule, the company policy controls.
