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Insider Trading: What's Legal, What's Illegal, and How the SEC Catches People

Beginner Investing • 6 min

What this lesson is about

Company executives buy and sell their own stock legally all the time. It's trading on secret, material information before it's public that crosses the line.

2 parts · a quick check after each · then the quiz

Part 1 of 2

Company executives buy and sell shares of their own company all the time. It’s completely legal, as long as they stick to the rules. The difference between legal and illegal insider trading isn’t about who’s trading. It’s about what they know when they make that trade.

Legal insider trading happens when an executive buys or sells their company’s stock. They file a Form 4 with the SEC within a few business days. They must not act on material non-public information, which are facts that could significantly affect the stock price but aren’t public yet. Illegal insider trading refers to trading (or tipping someone else to trade) based on information like an unannounced acquisition, unreleased earnings results, or a failed drug trial. This occurs before the public gets to know.

When the market finds outThe price moves when the news is public. Whoever knew first already moved.

Quick check

Is it legal for a company's CEO to buy or sell shares of their own company's stock?

Part 2 of 2

Insider Angle: Many executives now use Rule 10b5-1 trading plans. These are pre-scheduled buy or sell instructions set up in advance, during a time when they don’t have inside information. They execute automatically later, no matter what the executives know at that point. This offers real legal protection. However, it's been criticized since executives can strategically adopt or amend these plans. The SEC catches illegal insider trading mainly through pattern detection. They look for unusual trading volume or options activity right before major news, and cross-reference that with who had access to the information beforehand.
Try This: Look up a public company's recent Form 4 filings. You can find them freely on SEC EDGAR, which also provides summaries. Check whether executives have been net buyers or net sellers lately. Think about what that pattern might suggest.

Quick check

What specifically makes insider trading illegal?

Try This - Live Data

Real, recent insider transactions for AAPL - actual public filing data.

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Quiz

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