Directors, officers, and principal stockholders

15 U.S.C. § 78p

• Title: 15 — Commerce and Trade
• Chapter: 2B — SECURITIES EXCHANGES

Text

(a) Disclosures required
Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security (including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation), shall file the statements required by this subsection with the Commission.
The statements required by this subsection shall be filed—
(A) at the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title;
(B) within 10 days after he or she becomes such beneficial owner, director, or officer, or within such shorter time as the Commission may establish by rule;
(C) if there has been a change in such ownership, or if such person shall have purchased or sold a security-based swap agreement involving such equity security, before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible; or
(D) with respect to a foreign private issuer, the securities of which are, as of December 18, 2025, registered pursuant to subsection (b) or (g) of section 78l of this title, on the date that is 90 days after December 18, 2025.
A statement filed—
(A) under subparagraph (A) or (B) of paragraph (2) shall contain a statement of the amount of all equity securities of such issuer of which the filing person is the beneficial owner; and
(B) under subparagraph (C) of such paragraph shall indicate ownership by the filing person at the date of filing, any such changes in such ownership, and such purchases and sales of the security-based swap agreements or security-based swaps as have occurred since the most recent such filing under such subparagraph.
Beginning not later than 1 year after July 30, 2002—
(A) a statement filed under subparagraph (C) of paragraph (2) shall be filed electronically and in English;
(B) the Commission shall provide each such statement on a publicly accessible Internet site not later than the end of the business day following that filing; and
(C) the issuer (if the issuer maintains a corporate website) shall provide that statement on that corporate website, not later than the end of the business day following that filing.
The Commission by rule, regulation, or order, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from the requirements of this section if the Commission determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction.
(b) Profits from purchase and sale of security within six months
For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer (other than an exempted security) or a security-based swap agreement involving any such equity security within any period of less than six months, unless such security or security-based swap agreement was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security or security-based swap agreement purchased or of not repurchasing the security or security-based swap agreement sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security or security-based swap agreement or a security-based swap involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection.
(c) Conditions for sale of security by beneficial owner, director, or officer
It shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such issuer (other than an exempted security), if the person selling the security or his principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this subsection if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
(d) Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary market
The provisions of subsection (b) of this section shall not apply to any purchase and sale, or sale and purchase, and the provisions of subsection (c) of this section shall not apply to any sale, of an equity security not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on a national securities exchange or an exchange exempted from registration under section 78e of this title) for such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
(e) Application of section to foreign or domestic arbitrage transactions
The provisions of this section shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commission may adopt in order to carry out the purposes of this section.
(f) Treatment of transactions in security futures products
The provisions of this section shall apply to ownership of and transactions in security futures products.
(g) Limitation on Commission authority
The authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title.

History

(June 6, 1934, ch. 404, title I, §16, 48 Stat. 896; Pub. L. 88–467, §8, Aug. 20, 1964, 78 Stat. 579; Pub. L. 106–554, §1(a)(5) [title II, §208(b)(3), title III, §303(g), (h)], Dec. 21, 2000, 114 Stat. 2763, 2763A–435, 2763A–455, 2763A–456; Pub. L. 107–204, title IV, §403(a), July 30, 2002, 116 Stat. 788; Pub. L. 111–203, title VII, §762(d)(5), title IX, §929R(b), July 21, 2010, 124 Stat. 1761, 1867; Pub. L. 119–60, div. H, title LXXXI, §8103(b)(1), Dec. 18, 2025, 139 Stat. 1838.)

Editorial Notes

Editorial Notes

Amendments
2025—Subsec. (a)(1). Pub. L. 119–60, §8103(b)(1)(A), inserted "(including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation)" after "an officer of the issuer of such security".
Subsec. (a)(2)(D). Pub. L. 119–60, §8103(b)(1)(B), added subpar. (D).
Subsec. (a)(4)(A). Pub. L. 119–60, §8103(b)(1)(C), inserted "and in English" after "electronically".
Subsec. (a)(5). Pub. L. 119–60, §8103(b)(1)(D), added par. (5).
2010—Subsec. (a)(1). Pub. L. 111–203, §929R(b)(1), struck out "(and, if such security is registered on a national securities exchange, also with the exchange)" after "Commission".
Subsec. (a)(2)(B). Pub. L. 111–203, §929R(b)(2), inserted ", or within such shorter time as the Commission may establish by rule" after "officer".
Subsec. (a)(2)(C). Pub. L. 111–203, §762(d)(5)(A), struck out "(as defined in section 206(b) of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note))" after "security-based swap agreement".
Subsec. (a)(3)(B). Pub. L. 111–203, §762(d)(5)(B), which directed amendment of subpar. (B) by inserting "or security-based swaps" after "security-based swap agreement", was executed by making the insertion after "security-based swap agreements", to reflect the probable intent of Congress.
Subsec. (b). Pub. L. 111–203, §762(d)(5)(D), which directed amendment of subsec. (b) by substituting "or a security-based swap" for "(as defined in section 206B of the Gramm-Leach Bliley Act)" in third sentence, was executed by making the substitution for "(as defined in section 206B of the Gramm-Leach-Bliley Act)" in third sentence, to reflect the probable intent of Congress.
Pub. L. 111–203, §762(d)(5)(C), struck out "(as defined in section 206B of the Gramm-Leach-Bliley Act)" after "security-based swap agreement" in first sentence.
Subsec. (g). Pub. L. 111–203, §762(d)(5)(E), struck out "(as defined in section 206B of the Gramm-Leach-Bliley Act)" after "security-based swap agreements".
2002—Pub. L. 107–204 reenacted section catchline without change, added heading and text of subsec. (a), and struck out former subsec. (a) which read as follows: "Every person who is directly or indirectly the beneficial owner of more than 10 per centum of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security, shall file, at the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title, or within ten days after he becomes such beneficial owner, director, or officer, a statement with the Commission (and, if such security is registered on a national securities exchange, also with the exchange) of the amount of all equity securities of such issuer of which he is the beneficial owner, and within ten days after the close of each calendar month thereafter, if there has been a change in such ownership or if such person shall have purchased or sold a security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act) involving such equity security during such month, shall file with the Commission (and if such security is registered on a national securities exchange, shall also file with the exchange), a statement indicating his ownership at the close of the calendar month and such changes in his ownership and such purchases and sales of such security-based swap agreements as have occurred during such calendar month."
2000—Subsecs. (a), (b). Pub. L. 106–554, §1(a)(5) [title III, §303(g)], amended subsecs. (a) and (b) generally, revising provisions to extend application to security-based swap agreements.
Subsec. (f). Pub. L. 106–554, §1(a)(5) [title II, §208(b)(3)], added subsec. (f).
Subsec. (g). Pub. L. 106–554, §1(a)(5) [title III, §303(h)], added subsec. (g).
1964—Subsec. (a). Pub. L. 88–467, §8(a), substituted "registered pursuant to section 78l of this title" for "registered on a national securities exchange", "Commission (and, if such security is registered on a national securities exchange, also with the exchange)" for "exchange (and a duplicate original thereof with the Commission)", "a change" for "any change", and "Commission (and if such security is registered on a national securities exchange, shall also file with the exchange) a statement" for "exchange a statement (and a duplicate original thereof with the Commission)", and inserted "on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title" after "registration of such security".
Subsecs. (d), (e). Pub. L. 88–467, §8(b), added subsec. (d) and redesignated former subsec. (d) as (e).

Statutory Notes and Related Subsidiaries

Effective Date of 2025 Amendment
Pub. L. 119–60, div. H, title LXXXI, §8103(b)(2), Dec. 18, 2025, 139 Stat. 1839, provided that: "The amendments made by paragraph (1) [amending this section] shall take effect on the date that is 90 days after the date of enactment of this Act [Dec. 18, 2025]."

Effective Date of 2010 Amendment
Amendment by section 929R(b) of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.
Amendment by section 762(d)(5) of Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.

Effective Date of 2002 Amendment
Pub. L. 107–204, title IV, §403(b), July 30, 2002, 116 Stat. 789, provided that: "The amendment made by this section [amending this section] shall be effective 30 days after the date of the enactment of this Act [July 30, 2002]."

Effective Date of 1964 Amendment
Amendment by Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title.

Effect on Regulation; Issuance or Amendment of Regulations
Pub. L. 119–60, div. H, title LXXXI, §8103(c), (d), Dec. 18, 2025, 139 Stat. 1839, provided that:
"(c) Effect on Regulation.—If any provision of section 240.3a12–3(b) of title 17, Code of Federal Regulations, or any successor regulation, is inconsistent with the amendments made by subsection (b) [amending this section], that provision of such section 240.3a12–3(b) (or such successor) shall have no force or effect beginning on the effective date described in subsection (b)(2) [see Effective Date of 2025 Amendment note above].
"(d) Issuance or Amendment of Regulations.—
"(1) In general.—Not later than 90 days after the date of enactment of this Act [Dec. 18, 2025], the Securities and Exchange Commission shall issue final regulations (or amend or rescind, in whole or in part, existing regulations of the Commission) to carry out the amendments made by subsection (b).
"(2) Additional rulemaking.—The Securities and Exchange Commission may issue such additional regulations (or amend or rescind, in whole or in part, existing regulations of the Commission) as necessary to implement the intent of this section."

Executive Documents

Transfer of Functions
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.