The Advisors' Blog

Here’s a helpful reminder from Locke Lord’s Capital Markets blog that public companies that grant options or similar instruments to executive officers should now be considering whether to avoid windows that would trigger disclosure of the grant timing under new SEC rules:

For calendar year companies, the 2025 annual meeting proxy statement will require disclosure about any grants (of stock options, SARs or similar option-like instruments) to named executive officers that occur in a window beginning four business days before and ending one business day after the filing of the company’s annual report on Form 10-K, quarterly report on Form 10-Q or the filing or furnishing of material non-public information on Form 8-K (typically including each quarterly earnings release).

[T]he company is required to make specific tabular disclosures regarding such grants. That disclosure is required to include the percentage change in the company’s stock price from before disclosure to after.

Given the references in the rules to the 10-K or 10-Q filing (versus the earnings release), the blog says “companies may decide not to avoid the specified windows before 10-Q filings, for example, on the basis that all material information was disclosed in the related earnings release.” And keep in mind that the table may be required even for companies avoiding these periods if a material development occurs later on the grant date.

– Meredith Ervine