10b5-1 Plans: Selling Company Stock Without Second-Guessing Yourself
Henry Supinski, ChFC® · 4 min read · July 2026
If you've ever held onto shares because you were worried a sale would look bad, or because you weren't sure when you were even allowed to sell, a 10b5-1 plan solves both problems at once.
What It Actually Is
A 10b5-1 plan is a written, pre-set instruction to sell (or buy) a set number of shares on a schedule you define in advance, while you have no material nonpublic information. Once it's adopted, the sales happen automatically according to the plan, regardless of what you know or how you feel about the stock that week.
Who Actually Needs One
Executives and insiders subject to blackout windows are the classic case, but the plans are useful for anyone who wants to remove emotion and timing risk from selling concentrated stock. If you've never sold a share because it never felt like the "right" time, a 10b5-1 plan makes that decision once instead of every quarter.
The Details People Get Wrong
- You can only adopt a plan when you're not in possession of material nonpublic information, which usually means outside a blackout window.
- There's a mandatory cooling-off period before trading can begin under a newly adopted plan.
- The plan should be built around your actual tax and cash flow picture, not just an arbitrary share count, or you'll end up with a tax bill you didn't plan for.
Where It Fits Into a Broader Plan
A 10b5-1 plan is a mechanism, not a strategy. It's most useful once you already know how much concentration you want to reduce and over what time frame. Setting one up before you've answered that question just automates a plan you haven't actually made yet.