Study of 158,000 Insider Sales Shows 10b5-1 Plans Still Vehicle for Opportunistic Trading

A new academic paper from the University of Bergen puts the SEC’s 2022 overhaul of Rule 10b5-1 to the test. The results should matter to anyone tracking insider activity.

The researchers analyzed 158,000 executive stock sales from 2016 to 2025, linking actual trades to plan adoption dates, and found that the reform did not reduce abnormal returns on insider selling. In several specifications, abnormal returns actually increased after the new rules took effect in April 2023.

For VerityData | InsiderScore users, this isn’t a surprise. It’s what our data and analysts surface every week: insiders are using the post-reform 10b5-1 framework — cooling-off periods, price triggers, plan structures — to execute well-timed, valuation-sensitive selling. The rules changed. The behavior looks a lot like it always did.

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Why It Matters: Loopholes Closed; Edge Didn’t Disappear

The SEC’s reform targeted three specific loopholes: trades executed within 90 days of plan adoption, overlapping plans, and single-trade plans. On a mechanical level, the reform worked. Trades within 90 days of plan adoption dropped from 35% to under 3% of planned sales. But that’s where the good news ends.

The study documents a sharp migration of trading activity into the 90–120 day window immediately following the mandatory cooling-off period — rising from ~11% to nearly 30% of planned sales. Those trades also became more profitable post-reform, with annual abnormal gains in that window surging from ~$23 million to nearly $89 million.

The researchers attribute this to two dynamics: executives were already self-policing before the reform (the most exploitable loopholes were underutilized), and post-reform, they shifted opportunistic trading to the boundary of the new rules. So the selling didn’t stop. It just landed in a different part of the calendar.

4 Examples We’ve Been Tracking

The findings of the study are confirmed by our data. A few recent examples that VerityData analysts have tracked in real time:

• Phreesia (PHR): CEO Chaim Indig and President Evan Roberts each exhausted their 10b5-1 plans with single sales at a $32.00 price trigger in August 2025; Indig’s first material sale since 2021. Three other insiders had sold at $30.00 triggers just days earlier.
• Magnite (MGNI): Twelve insiders sold in Q2 2025 (the broadest participation in a decade) with escalating price triggers from $18.00 to $24.00 as shares hit a four-year high. Most adopted plans during a March–April pullback, clearly anticipating the rebound.
• Recursion Pharmaceuticals (RXRX): CEO Christopher Gibson began selling the first day his amended 10b5-1 plan went active, despite plan language disclosing that the majority of sales “would not execute absent a significant increase” in price. He sold at only a 14% premium to the adoption price, alongside the company’s largest-ever ATM execution.
• Agilent Technologies (A): CEO Padraig McDonnell nearly exhausted his plan with a $1.9M sale at a $150.00 price trigger — including options that wouldn’t expire for five years. He has used $150.00 triggers to capture near-term highs in Q4’21, Q4’22, Q3’24, and Q1’25, each preceding pullbacks.

In each case, the pattern is similar: adopt a plan during weakness, embed price triggers at a perceived ceiling, sell aggressively once the cooling-off period expires. That’s how 10b5-1 plans work in practice post-reform. Now there’s a 158,000-trade academic dataset confirming it at scale.

Bottom Line

The SEC’s 2022 reform eliminated the most visible 10b5-1 abuses. But as this new research makes clear, it didn’t reduce the profitability of insider selling. Executives adapted, and the signals have become more subtle: price triggers near perceived ceilings, aggressive post-cooling-off selling, plan exhaustion in single trades, and escalating trigger prices across management teams.

Want to Track 10b5-1 Activity in Real Time?

The academic study relied on proprietary plan adoption dates to identify opportunistic behavior — data that most commercial databases don’t provide. VerityData does.

Enhanced 10b5-1 views aggregate all transactions under a specific plan into a single view, with plan adoption dates, limit prices, plan status, cooling-off expiration, and completion metrics. VerityData analysts layer on context that no dataset alone can provide: selling culture, insider-specific history, compensation structures, and corporate-level activity like ATMs and buybacks.

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