Notice2025-22406
Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Rule 10b5-1
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 10, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 235 (Wednesday, December 10, 2025)</title>
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[Federal Register Volume 90, Number 235 (Wednesday, December 10, 2025)]
[Notices]
[Page 57264]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22406]
[[Page 57264]]
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SECURITIES AND EXCHANGE COMMISSION
[OMB Control No. 3235-0801]
Agency Information Collection Activities; Proposed Collection;
Comment Request; Extension: Rule 10b5-1
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736
Notice is hereby given that, pursuant to the Paperwork Reduction
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collection of
information summarized below. The Commission plans to submit this
existing collection of information to the Office of Management and
Budget for extension and approval.
Rule 10b5-1 (17 CFR 240.10b5-1) under the Securities Exchange Act
of 1934 (the ``Exchange Act''), among other things, provides an
affirmative defense to Exchange Act Section 10(b) and Rule 10b-5
liability for insider trading in circumstances where the individual
purchasing or selling a security can demonstrate that material
nonpublic information did not factor into the trading decision because,
before becoming aware of material nonpublic information, they entered
into a binding contract to purchase or sell the security, provided
instruction to another person to execute the trade for the trader's
account, or adopted a written plan for trading the securities. As a
condition to that affirmative defense, directors and officers must
include a representation in a written Rule 10b5-1 plan certifying that
at the time of the adoption of a new or modified plan: (1) they are not
aware of material nonpublic information about the issuer or its
securities; and (2) they are adopting the plan in good faith and not as
part of a plan or scheme to evade the prohibitions of Rule 10b-5. We
estimate that Rule 10b5-1 takes approximately 1.5 hours per response
and is filed by approximately 8,700 respondents annually. We estimate
that 100% of the 1.5 hours per response is carried internally by the
respondent for annual burden of 13,050 hours (1.5 hours per response x
8,700 responses). We estimate that respondents will not incur any cost
burdens in connection with the information collection requirements.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid OMB control number.
Written comments are invited on: (a) whether this proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information will
have practical utility; (b) the accuracy of the agency's estimate of
the burden imposed by the collection of information; (c) ways to
enhance the quality, utility, and clarity of the information collected;
and (d) ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology.
Please direct your written comments on this 60-Day Collection
Notice to Austin Gerig, Director/Chief Data Officer, Securities and
Exchange Commission, c/o Tanya Ruttenberg via email to
<a href="/cdn-cgi/l/email-protection#356554455047425a475e6750514056415c5a5b745641754650561b525a43"><span class="__cf_email__" data-cfemail="085869786d7a7f677a635a6d6c7d6b7c616766496b7c487b6d6b266f677e">[email protected]</span></a> by February 9, 2026. There will be a
second opportunity to comment on this SEC request following the Federal
Register publishing a 30-Day Submission Notice.
Dated: December 5, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22406 Filed 12-9-25; 8:45 am]
BILLING CODE 8011-01-P
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