For $1M+ employer-stock positions

10b5-1 plans for executives, insiders, and concentrated stock holders.

A 10b5-1 plan can help you diversify employer stock when blackout windows, material nonpublic information, and issuer policies make open-market selling difficult. The plan still needs to work as a tax, liquidity, and concentration-risk strategy.

Get matched with a 10b5-1 specialist

Where the plan can go wrong

TimingAdopting too late can push the first sale past an earnings window, lockup, retirement date, or tax-year objective.

TaxesSales may stack with RSU vesting, option exercises, bonus income, or capital gains in the same tax year.

ConcentrationA plan that sells too little may satisfy compliance but leave a seven-figure single-stock risk untouched.

CoordinationYour issuer, broker, securities counsel, CPA, and advisor need aligned assumptions before adoption.

Planning lens: A 10b5-1 plan is a trading instruction set. The financial work is deciding how much stock to sell, over what period, from which lots, and how the proceeds fit into the rest of your plan.

Start with the rule set

The SEC amended Rule 10b5-1 to add cooling-off periods, director and officer certifications, limits on overlapping plans, and a requirement that plans be entered into and operated in good faith. The practical result is that plans now need earlier calendar work and tighter documentation.

10b5-1 Plan Rules

The high-level requirements, good-faith condition, overlapping-plan limits, and adoption constraints in plain English.

10b5-1 Cooling-Off Period

How the 90-day, 120-day, and 30-day timing rules affect first-sale dates.

10b5-1 Plan Examples

Fixed-share, fixed-dollar, price-conditional, and RSU-vest coordinated plan structures.

What an advisor helps coordinate

Sale cadence: fixed shares, fixed dollars, percentage-of-position schedules, or price-conditional instructions.
Tax-year modeling: long-term versus short-term lots, NIIT exposure, state tax, AMT interaction, and estimated tax payments.
Equity mix: RSUs, PSUs, ISOs, NSOs, ESPP shares, founder stock, and shares received through a tender or merger.
Compliance handoff: preparing clean financial assumptions for counsel, broker, company legal, and trading-window administration.

For deeper preparation, use the checklist, review expected cost components, and read how 10b5-1 plans fit into executive stock sales.

Get matched with a 10b5-1 plan advisor

We route cases by role, employer-stock value, plan stage, and timeline. Best fit is usually executives, insiders, and employees with $1M+ of employer stock or a major liquidity event coming up.

Fee-only focus | No commissions | Free match | No obligation

10b5-1 Plan Advisor Match is a matching service. We connect you with fee-only advisors and equity-compensation specialists. We do not draft legal documents, approve trades, or provide issuer compliance review.