Two clocks, one hard stop.
The cooling-off period is the part of Rule 10b5-1 people get wrong, because it is not a single number. For a director or officer it is the later of two dates, capped at a third. Enter the plan details and get the first date trading may begin — weekend and federal-holiday rules applied. Free, no signup, nothing you type leaves your browser.
Who is adopting the plan
“Officer” here means an officer under Rule 16a-1(f) — decided by what the person actually does, not by their title. If that is unsettled, ask counsel before choosing: the answer changes the wait from 30 days to as much as 120.
Date the plan was adopted
Why the second leg catches people
The rule says no trades until the later of ninety days after adoption, or two business days after the issuer discloses its financial results for the completed fiscal quarter in which the plan was adopted — in the Form 10-Q or Form 10-K, not an earnings release. Adopt a plan a week into a quarter and the ninety days will usually run out first. Adopt one near quarter end, and the filing that starts the second clock may still be six or seven weeks away, so the ninety days expire while the plan is still frozen. That is the case where a calendar reminder set at “adoption plus ninety” produces a trade that was never permitted.
The cap cuts the other way. However long the issuer takes to file, the required cooling-off period is subject to a maximum of 120 days after adoption. A late 10-K cannot freeze a plan indefinitely.
Two things this calculator deliberately will not do. It will not tell you a plan is valid — the cooling-off period is one condition among several, alongside good faith throughout, the director and officer certification that they hold no material nonpublic information at adoption, and the limits on overlapping and single-trade plans. And it will not decide whether someone is an officer: that is Rule 16a-1(f), it turns on function rather than title, and the wrong answer shortens the wait from as much as 120 days to 30.
The rule also states the second leg twice, and the two sentences are not the same. A domestic filer waits on the Form 10-Q or 10-K for the completed fiscal quarter in which the plan was adopted. A foreign private issuer waits on a Form 20-F or Form 6-K that discloses the issuer's financial results — with no quarter qualifier, because an FPI files no quarterly report. Point an FPI's director at a 10-Q and you have sent them waiting for a document that is never coming, so the calculator asks which one you are and has no default.
One last trap. Any change to the amount, price, or timing of the trades under a plan is a termination of that plan and the adoption of a new one — which means the cooling-off period starts again from the date of the change. Tick the modification box and use that date.
17 CFR 240.10b5-1(c)(1)(ii)(B) · 17 CFR 240.0-3(a) · 5 U.S.C. 6103 · sec.gov
More free tools: SEC deadline calendar, Form 8-K deadline helper, 83(b) election deadline, and the Delaware franchise tax calculator.