Blackout windows

Blackout windows prevent officer and director trading during periods of material non-public information.

When they apply

• Quarter-end through 2 business days after earnings release.
• 30 days before any 10-K, 10-Q, or material 8-K.
• During any internal investigation or material development.
• Custom periods you define.

What the system does

When an officer attempts to log a Form 4 transaction during a blackout, the system blocks with a hard error. The error includes the blackout reason and the unlock date.

Pre-clearance

For 10b5-1 plan trades, pre-clearance is automatic if the trade is within an active 10b5-1 plan and the cooling-off period has elapsed.

Notifications

Officers receive an email 7 days before each blackout begins and 1 day before it ends. The notification includes the dates and the affected accounts.