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Are the dates when a company closes and opens its trading window to its employees (= trading windows) confidential information in the United States? (confidential = only the company's employees are supposed to be aware of it).

  • I take it you tried looking for the answer and couldn’t find it? Did you try looking at the SEC Edgar filings? sec.gov/edgar.shtml – T. M. May 4 '19 at 9:59
  • @T.M. thanks, yes I searched around but couldn't find any answer yet as the search results on "trading windows confidential" and variants didn't seem relevant to my question. Which SEC filings do you have in mind? – Franck Dernoncourt May 4 '19 at 10:04
  • In answering another question on trading windows, I came across a number of publicly-accessible "Insider Trading Policies" documents for various companies that specified their trading windows, so it feels unlikely to be confidential information. Also, part of the reason for the windows is to give ordinary shareholders / the general public a chance to act on earnings announcements etc., without competing with those who already know the information, so it would make sense that they are public knowledge. – TripeHound May 7 '19 at 6:56
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I worked at a big tech company and was limited to the trading windows. Once a quarter, I would receive an email telling me what the trading window was. I'm pretty sure that were no confidentiality restrictions on this info.

I suspect that no company would make this info confidential for a few reasons:

  • Often, there is a large number of people subject to the window. It is hard to keep something confidential that needs to be known by a lot of people.
  • Those people need to tell their families and stock brokers.
  • The windows generally happen after the 10Q report is filed and that is public.
  • Thanks, interesting. I am aware of another large tech company in the US that indicates in the email telling employees the trading window was that the email is confidential. The closure periods of the trading window indeed includes the 10Q release dates but the exact closure window's start and end can be difficult to guess, unless they can be derived only from publicly available regulations. I agree that this is not very compatible with "Those people need to tell their families and stock brokers." -> I'm assuming one would ask those people to keep information for themselves. – Franck Dernoncourt May 5 '19 at 21:16
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    Why would a trading window be closed after a public report? In my experience the trading window is closed before the report and opened again soon after the report is filed. – D Stanley May 6 '19 at 13:25
  • @DStanley In my experience, the trading window was usually closed because I usually had access to sales data that was publicly unavailable. It was open briefly after the report so that I could trade at all. And then it would close again. It sounds like your circumstance is for someone who helps make the report or who receives an early copy of the report. That wasn't my issue. I could access sales data by five minute intervals. So while I had nothing to do with the report, I could access the data that would be in the report at any time. We used sales data to detect outages. – Brythan May 6 '19 at 15:09
  • @Brythan OK I think I see now. The window is closed by default and only opened for brief periods after information is made public. I misunderstood the scenario. – D Stanley May 6 '19 at 15:56
  • @DStanley According to the sources I found when answering this question on trading windows, as Brythan says, the "default position" is closed. After an earnings announcement or similar, a few days are given for ordinary stockholders/the general public to react to the announcement before the window is opened so that "insiders" can trade. Despite the window being open, they still mustn't use/rely on material non-public information when doing so. – TripeHound May 7 '19 at 6:52
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The answer is "maybe."

The trading windows are typically based on earnings announcements. If the trading window dates use non-public earnings announcement dates, they would be confidential. If the trading window dates use only public earnings announcement dates, I believe they could be shared.

Maybe is the answer because it depends on when the information is known.

Example:

Public Q1 Earnings Date: 4/20.
Public Q2 Earnings Date: 7/20.
Trading window: Open 4/21 - 6/30 This could be public but isn't required to be.

Unpublished Q1 Earnings Date: 4/20.
Unpublished Q2 Earnings Date: 7/20.
Trading window: Open 4/21 - 6/30 Revealing this window before the earnings date could reveal the earnings dates of 4/20 before that date would be made public.

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From an "illegal insider trading" standpoint, whether the dates are confidential or not is irrelevant since it's not material. You don't know if the window is closed for some major announcement (good or bad) or if it's a standard practice around quarterly filings. Remember that illegal trading requires material, nonpublic information. Simply knowing that a public announcement is upcoming is not material, so trading based off of that knowledge would not be illegal.

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