Reg FD (Regulation Fair Disclosure)

How does Reg FD work?

Reg FD applies when an issuer, or someone acting on its behalf, discloses material nonpublic information to specified groups. Those groups generally include broker-dealers, investment advisers and managers, investment companies and shareholders where it is reasonably foreseeable they will trade on the information. Information is generally material if a reasonable investor would consider it important. See materiality and selective disclosure. The rule has exclusions, for example for people who owe the company a duty of trust or confidence, such as its lawyers, and for people who expressly agree to keep the information confidential. Counsel should apply these exclusions to specific facts.

What are the timing rules?

The required timing depends on whether the disclosure was intentional. The table summarizes the general rule.

Type of disclosure	What Reg FD generally requires
Intentional	Public disclosure at the same time as the selective disclosure
Non-intentional	Public disclosure promptly, meaning as soon as reasonably practicable and generally no later than the later of 24 hours or the start of the next New York Stock Exchange trading day after a senior official learns of it

How can a company make information public?

A company can satisfy the rule by filing or furnishing a Form 8-K, or by another method reasonably designed to reach the public broadly and not exclude any group. Examples often used include a press release through a widely circulated news service and a webcast or conference call where the public has advance notice and can access it. See Form 8-K, earnings calls and analyst days.

How does Reg FD apply to social media?

Social media posts are not exempt. In a 2013 report of investigation concerning Netflix and its CEO, the SEC said that companies can use social media to announce key information if investors have been told which channels the company will use, and it did not bring an enforcement action. The report points to a general principle: a post on a personal or company account may not count as public disclosure if investors do not expect to find company news there. Many companies state their official channels in their filings and on their investor websites, and set rules for executives' personal accounts. Counsel should review a company's social media policy.

What does good practice look like?

1. Limit who may speak to investors and analysts, and train them. See media training.
2. Prepare scripts and Q&A in advance, with a list of topics that must not be discussed privately.
3. Use a standard disclosure method for earnings, guidance and other material news. See guidance.
4. Follow a quiet period policy around results.
5. Pair private meetings with a second person to keep a record, and review the notes afterward.
6. Have a response plan if material information is shared by mistake, so that public disclosure can follow promptly.
7. List official channels for company news in filings and on the investor site.

Illustrative investor meeting check (example only)

• Is everything I plan to say already public?
• Who else is present, and is a note taker assigned?
• If I slip, who do I tell, and how fast?
• Do the slides match filed and furnished materials?

What mistakes are common?

• Offering a hint about quarterly results in a private call.
• Giving selected analysts a "clarification" of guidance that others do not hear.
• Executives posting news on personal accounts before it is public.
• Assuming that a verbal promise of confidentiality is enough without checking the rule's conditions.
• Delay in disclosing information shared by mistake.

Rules and interpretations change and depend on the facts. The SEC enforces Reg FD, and consequences can include penalties and reputational harm. Securities counsel should approve policies and handle any suspected violation.

Frequently asked questions

What is Regulation FD?

It is an SEC rule that generally requires public companies to disclose material information broadly, not selectively, to market professionals and certain shareholders.

Does Reg FD apply to all communications with investors?

It applies to disclosures of material nonpublic information to specified groups. Many everyday communications, such as repeating information that is already public, do not raise it. Counsel can advise on gray areas.

What if a company shares material information by mistake?

It generally must make the information public promptly. Many companies have a plan for this, such as a press release or Form 8-K.

Does Reg FD apply to private companies?

The rule applies to issuers with securities registered or reporting under U.S. securities laws, so it is mainly a public company issue. Private companies have other disclosure duties.

Does Reg FD apply to journalists?

The rule's listed recipients focus on market professionals and shareholders, not journalists. Companies still need care, because material information given to the press can reach investors and raise other securities issues.

Related terms and services: Form 8-K, Earnings call, Guidance, Analyst day, Quiet period, Investor relations glossary, Financial communications glossary, and corporate communications services.

Sources

• U.S. Securities and Exchange Commission, Report of Investigation: Netflix, Inc. and Reed Hastings (April 2013)
• Akin Gump, SEC Releases Guidance on Application of Regulation FD to Social Media Channels
• Pillsbury, SEC Provides Guidance on Social Media and Regulation FD Compliance

By the 5W Editorial Team. Reviewed by a human editor before publication. Updated October 28, 2026.