The term nonpublic information refers to any documents, facts, figures, or data that have not been released to investors. Insider trading laws prohibit the buying or selling of a company's stock while in possession of material, nonpublic information.
The Securities and Exchange Commission (SEC) has jurisdiction with respect to the oversight and enforcement of insider trading laws, which were established to protect the integrity of, and promote investor confidence in, the securities market. These laws also prevent insiders from taking advantage of information that has not been disclosed to other stockholders or the public.
Information is considered nonpublic if it has not been made broadly available to investors through SEC filings, press releases, or quarterly earnings calls. Generally, material posted to a company's website, tweets, or blog posts are not considered public information. Once broadly shared, a minimum of 24 hours is considered an appropriate period of time for the information to be absorbed by investors.
SEC rules prohibit insiders from trading in a company's stock while in possession of material, nonpublic information. In this context, trading is broadly defined as:
- Buying and selling of any securities
- Acquiring or disposing of puts, calls and other derivatives
- Exercising stock options
- Transferring into or out of a fund containing company stock such as a 401(k) plan
- Making a gift or donating securities