Regulation Fair Disclosure Explainer
Regulation Fair Disclosure, or Regulation FD, addresses selective disclosure by covered public companies. When an issuer or a person acting on its behalf gives material nonpublic information to specified market professionals or shareholders likely to trade, the issuer generally must disclose the same information publicly.
If the selective disclosure is intentional, public disclosure must be simultaneous. If it is unintentional, disclosure must be made promptly under the rule. A Form 8-K or another method reasonably designed for broad, non-exclusionary distribution can satisfy the public-disclosure requirement.
The rule applies to defined speakers and recipients, not every conversation by every employee. Disclosures to people who owe confidentiality, such as attorneys or parties who expressly agree to keep information confidential, can fall outside the core prohibition, though insider-trading and other duties still apply.
Regulation FD does not require a company to reveal every material development immediately, and it does not replace insider-trading law or antifraud rules. Companies use disclosure committees, approved spokespeople, public earnings calls, and escalation procedures to prevent an informal answer from creating unequal access.
Covered companies cannot favor certain professionals or shareholders with material nonpublic information.
The rule supports broad market disclosure.
Intentional disclosure is matched simultaneously; accidental disclosure must be cured promptly.
The rule defines the applicable timing.
Confidential discussions and noncovered communications can carry separate duties.
Regulation FD is not the entire disclosure framework.
Explore more "Explainers"
Discover additional explainers across politics, science, business, technology, and other fields. Each explainer breaks down a complex idea into clear, everyday language—helping you better understand how major concepts, systems, and debates shape the world around us.