blackout period investment & finance definition

A period when a public company’s directors, officers, and specified employees can’t trade the company’s stock. Blackout periods occur prior to the release of annual or quarterly financial earnings information, and may extend for a time period after the release of the earnings information. The company, not the Securities and Exchange Commission, sets the blackout period. Rule 10b5‑1 of the SEC Act of 1934, however, creates a “safe harbor” in which officers, directors, and employees of a company, through the adoption of a trading plan, may trade a company’s securities even during a blackout period or other times when they have knowledge of material nonpublic information. A trading plan might be an established employee stock ownership program that calls for a set number of shares of the company to be purchased each month. In general, a trading plan removes discretion for the sale or purchase of stock from the individual and creates an automatic program.