How to Read an Exhibit 19 Insider Trading Policy

Our foundational guide to blackout periods and trading windows explains why insiders can’t trade all year and mentions that every company’s rules are now public. This post is the hands-on follow-up: how to open a specific company’s Exhibit 19 insider trading policy, what to extract, and how to hold a Form 4 date up against it. We won’t re-teach what a blackout is. If the vocabulary is unfamiliar, start there.

The reason to read the document is variation. Three real policies, covered below, define the closing of the window three different ways, and one of them hands the definition off to a document that is not in the exhibit. A generic “windows open after earnings” assumption can be right about the direction and wrong about the dates.

Why the Policy Text Beats the Generic Rule of Thumb

Before the SEC’s December 2022 rule changes, outsiders mostly inferred trading windows from patterns in filings. The adopting release (No. 33-11138) added new disclosure requirements about issuers’ insider trading policies, and the SEC announced the amendments on December 14, 2022. The same package changed Form 4 itself: a checkbox now flags transactions meant to satisfy the Rule 10b5-1 affirmative defense, and bona fide gifts moved onto Form 4. The policy exhibit is the piece that lets you read the company’s own text rather than guess.

Where Exhibit 19 Lives on EDGAR

The requirement is Item 408 of Regulation S-K. Item 408(b) requires a company to disclose whether it has adopted insider trading policies and procedures, and if it has, to file them as an exhibit. If it has not, it must explain why. (Item 408(a), separately, requires quarterly disclosure of director and officer 10b5-1 and similar trading arrangements adopted or terminated.)

In practice the exhibit is its own file inside the 10-K submission. Abbott Laboratories’ 10-K for 2024 was filed February 21, 2025, and its filing folder lists the policy as exhibit19-abbottlabsinside.htm, about 26 KB, next to a main 10-K document of roughly 2.6 MB. You do not need to page through the full annual report to find it.

• 1
  Open the company’s latest 10-K. Use the EDGAR company search (our blackout guide links to it), choose form type 10-K, and open the filing index.
• 2
  Look for an Exhibit 19 or 19.1 file. It may be listed in the folder as its own document, or in the exhibit index near the end of the 10-K. File names vary by company.
• 3
  Or use full-text search. The EDGAR full-text searchcovers filings since 2001 and can be filtered by company and form type. Searching for a phrase like “insider trading policy” with form type 10-K is a reasonable starting point; check the on-screen filters, which change from time to time.

If you find no exhibit, read the exhibit index and the 10-K’s Item 408 discussion: a company that has not filed a policy is supposed to say why.

The Six Provisions to Pull Out of Any Policy

Policies run long and are written for compliance staff. Read for these six items and write each one down:

Reading the Window: Abbott, Western Digital and IBEX Side by Side

Abbott’s policy says its quarterly blackout begins on the fifteenth day of the last month of each calendar quarter and continues through the first full trading day after the earnings release. The policy’s own example: if earnings come out at 7:30 a.m. Eastern on a Wednesday and the NYSE is open, covered persons may not trade until Thursday.

IBEX Limited’s exhibit uses a different shape. Its window opens after the close of the second full trading day following the earnings release and closes at the close of the day before the last ten business days of the last month of the fiscal quarter. The policy notes earnings generally come about five weeks after quarter end, so the open window is short relative to the calendar. IBEX also has a June 30 fiscal year end, per its fiscal 2025 10-K, so “the quarter’s last month” does not mean March, June, September or December. Convert to the company’s own fiscal calendar before testing a date.

Western Digital’s Exhibit 19.1 (from its fiscal 2024 10-K) bundles an insider trading policy with a 10b5-1 plan policy, but refers to the Blackout Period “as defined in the Company’s Summary of Insider Designation Procedures.” That document is not part of the exhibit, so the exhibit alone does not give you window dates. When that happens, check the company’s investor-relations or governance pages and the rest of the 10-K for the definition, and treat the window as unknown if you cannot find it.

Pre-Clearance, Hedging and Pledging Clauses

Pre-clearance is defined in our blackout explainer; what the exhibit adds is the lead time and scope. Western Digital asks for a request at least 24 hours ahead and includes gifts and transfers and adoption of a 10b5-1 plan among the items needing clearance. It adds that clearance can be revoked, and a trade may not execute if a blackout subsequently begins. Abbott’s clearance requirement for directors and officers likewise covers gifts and entering, amending or terminating a 10b5-1 plan. For a Form 4 reader, that means a code G gift row (see our code G guide) may have gone through the same approval step as a sale.

The hedging and pledging sections are new territory for most readers. Western Digital’s policy prohibits hedging and monetization transactions such as prepaid variable forwards, equity swaps, collars and exchange funds, plus margin accounts, pledging company stock as loan collateral, and short sales. IBEX bans hedging, margin accounts and pledges too, and defines “trade” to include gifts and pledges. These clauses are useful context. If a policy bars pledging, a disposal on a Form 4 is less likely to be a margin-loan story; if it is silent, the footnotes deserve a closer read.

What the Policy Says About 10b5-1 Plans

The SEC’s 2022 rulesset a cooling-off period of 90 days for directors and officers and 30 days for other persons. Company policies can stack stricter conditions on top. Western Digital’s runs to the later of 90 days after adoption or two business days after the 10-Q or 10-K disclosing the plan, capped at 120 days, and allows one plan at a time with limited exceptions such as successor plans and sell-to-cover tax withholding. Abbott allows only one single-transaction plan in any consecutive 12-month period and no more than one plan outstanding at a time. Both treat plan adoption as something to clear first. IBEX exempts transactions under a Board- or Audit Committee-approved plan from pre-clearance.

For mechanics, see how 10b5-1 trading plans work. For reading, the connection is the Form 4 checkbox, and the quarterly Item 408(a) disclosure of plan adoptions and terminations in the company’s 10-Q and 10-K. Together with the policy, they let you test whether a trade inside a blackout was flagged as plan-driven.

How Your Target Company Compares: S&P 500 Benchmarks

To tell whether a policy is typical, use survey data. Treat these as early snapshots. Gibson Dunn’s review covered 49 S&P 500 companies (23 required filers, 26 voluntary) as of June 30, 2024.

Among the 76% that reopen one to two trading days after earnings, 51% use one day and 24% use two, so Abbott and IBEX sit on either side of the common range. A separate Orrick review of 22 software and 21 life sciences companies that filed by May 31, 2024 found most blackouts start two to three weeks before quarter end and end one to two full trading days after earnings. It also found a significant majority restrict some trading in other companies’ securities, such as business partners, and only a minority give the company a right to terminate or suspend an insider’s 10b5-1 plan.

Mapping Form 4 Dates to a Policy Window: A Worked Method

Here is an illustration with invented dates, built on an Abbott-style policy. The company is a calendar-year filer, the quarter ends March 31, and earnings are released on a Wednesday in mid-April.

• 1
  Draw the window. Blackout starts March 15. It continues through the first full trading day after the release, so the Wednesday release means trading reopens Thursday.
• 2
  Use the transaction date, not the filing date. A Form 4 reports the date of the trade in column 3. Test that date, since filing happens up to two business days later.
• 3
  Check the context. A trade dated March 22 falls inside the blackout. Look at the transaction code and the 10b5-1 checkbox, and see the transaction code guide. Tax withholding (code F) on vesting is a different animal from a P or S trade.
• 4
  Check the plan disclosures. Look in the 10-Q or 10-K for an Item 408(a) disclosure of a plan adopted at least a cooling-off period earlier.

Limits of the Method and Next Steps

The survey data is an early sample, the examples are three companies, and the policy is only one input. A trade outside any blackout can still be problematic, and a trade inside one can have a benign explanation. Nothing here is a recommendation about any security. If you want the concepts behind the calendar, return to the blackout and trading window guide, then the 10b5-1 plan guide and the Form 4 code reference.