Form 4 10b5-1(c) box
CHECKED — plan sale
UNCHECKED — discretionary sale
active flow
inactive path
signal terminal
routine terminal
How the Rule 10b5-1(c) checkbox converts an insider sale from signal to pre-commitment
Rule 10b-5
bars trade while
in possession of MNPI
plan path (affirmative defense)
discretionary path (no plan)
Adopt 10b5-1(c) plan
while NOT aware of MNPI
90-day cooling-off
post-Feb-2023 SEC rule
Broker
auto-executes
Open-market sale
no plan, decided now
No cooling-off
decision is current
Director
trades directly
Form 4 reports sale
10b5-1(c) box:
UNCHECKED
Routine
pre-commitment
months ago
no signal
Signal
discretionary
decided now
carries info
Riese Aug 2026