Issuers must not selectively disclose material non-public information to securities professionals and holders likely to trade, without simultaneous or prompt public disclosure.

Covered recipients. Broker-dealers, investment advisers, investment companies and holders of the issuer’s securities where it is reasonably foreseeable they will trade.

Exclusions. Persons owing a duty of trust or confidence, persons who expressly agree to keep the information confidential, credit rating agencies for rating purposes, and disclosures in connection with registered offerings.

Timing. Simultaneous public disclosure for intentional disclosures; prompt disclosure — within a short period after a senior official learns — for unintentional ones.

Materiality assessed on the usual standard, and the recurring problem is not a single disclosure but a pattern of nods and confirmations in one-on-one meetings that, taken together, convey a picture.

Controls. Designated spokespersons; scripted responses; a rule against confirming or updating guidance outside public disclosure; pre-clearance of conference presentations; and a debrief process after investor meetings.

Earnings calls open to the public with advance notice.

Private company relevance. The same discipline applies to disclosures to some investors and not others under an information rights structure, as a fiduciary matter rather than a securities one.