Regulation FD Compliance Guide: Practitioner Walkthrough for 2026

This guide is for CFOs, IROs, general counsel, and compliance officers at U.S. public companies who need to move beyond having a Reg FD policy on paper and actually operationalize it. If you want the definitional overview, our Regulation FD selective disclosure requirements guide covers the legal framework in depth. This article focuses on the operational layer: the steps, sequencing, and failure modes that determine whether your program holds up when the SEC comes looking.

The September 2024 DraftKings enforcement action is the organizing case study here, because it illustrates the core problem precisely. DraftKings had a written Reg FD policy. It had a Social Media Policy that explicitly prohibited sharing financial performance information without prior written approval. The violation happened anyway, through a third-party PR firm posting forward-looking growth commentary on the CEO's personal X and LinkedIn accounts. The company paid a $200,000 civil penalty. As Godfrey & Kahn put it plainly: "Most companies have in place Reg FD (or similar) disclosure policies to guide corporate disclosures and avoid Reg FD violations. But simply having a policy in place is not enough."

Key takeaway: A Reg FD compliance program is not a document. It is a set of operational controls, trained people, and escalation procedures that function correctly under time pressure and across every communication channel your company uses.

What Regulation FD Actually Requires (The Operational Version)

Reg FD, adopted August 10, 2000 and effective October 23, 2000, prohibits U.S. public companies from selectively disclosing material nonpublic information (MNPI) to covered recipients without simultaneously (intentional) or promptly (unintentional) making that same information public. The SEC final rule is codified at 17 CFR Part 243.

For operational purposes, the rule has four moving parts your team needs to internalize:

1. Who can trigger liability (covered persons): Directors, executive officers, IR/PR personnel, and any employee or agent who regularly communicates with market professionals or shareholders. A third-party PR firm posting on behalf of your CEO is a "person acting on behalf of" the company. DraftKings learned this the hard way.
2. Who receives the disclosure (covered recipients): Broker-dealers, investment advisers, institutional investment managers, investment companies, and shareholders where it is reasonably foreseeable they will trade on the information.
3. What triggers the obligation (MNPI): Information is material if there is "a substantial likelihood that a reasonable shareholder would consider the information important" in making a buy/sell decision, per the TSC Industries v. Northway (1976) and Basic Inc. v. Levinson (1988) standards incorporated by the SEC adopting release. The SEC does not define a bright-line threshold. When in doubt, treat it as material.
4. The two timing standards: Intentional selective disclosure requires simultaneous public disclosure. Unintentional disclosure requires public disclosure "promptly" -- defined as within 24 hours or before the commencement of the next day's trading on the NYSE, whichever is later, after a senior official learns of the disclosure.

Reg FD does not apply to: foreign private issuers, open-end investment companies (mutual funds), ordinary-course business communications with customers and suppliers, or disclosures to attorneys, accountants, and investment bankers who owe a duty of trust and confidence.

Step 1: Map Every Communication Channel Your Company Uses

The first operational step most companies skip is a complete channel inventory. Your Reg FD policy probably lists the obvious ones: earnings calls, analyst meetings, investor conferences. But the DraftKings violation happened on a channel the policy explicitly covered yet failed to control in practice.

Conduct a channel audit that includes:

• Earnings infrastructure: earnings releases, prepared remarks, Q&A sessions, post-earnings one-on-ones with analysts
• Investor relations events: investor days, analyst days, non-deal roadshows, industry conferences, private investor calls
• Social media: corporate accounts (X, LinkedIn, YouTube), executive personal accounts, accounts managed by third-party PR or IR firms
• Third-party communications: press releases drafted by outside PR firms, investor app platforms (e.g., Say Technologies, Investor Hub), podcast appearances, media interviews
• Internal-to-external leakage points: board member informal conversations with large shareholders, audit committee members at governance conferences, employees who present at industry events
• ESG and sustainability communications: private investor meetings where forward-looking ESG targets or climate commitments are discussed before public disclosure
• AI-assisted communications: investor letters, earnings commentary, or social media posts drafted or scheduled by AI tools without human review for MNPI

For each channel, document: who controls it, who has posting or speaking authority, whether a pre-clearance workflow exists, and whether third-party vendors are involved.

Step 2: Define and Train Your Covered Persons

Every person who can trigger Reg FD liability needs to know they are covered and what that means operationally. This is not just the CEO and CFO. It includes:

• All directors and executive officers
• IR and PR staff (internal and external)
• Any employee who regularly speaks with analysts, institutional investors, or shareholders
• Third-party PR firms, IR agencies, and investor relations platforms acting on the company's behalf

The SEC's DraftKings order required the company to provide Reg FD training to all employees with corporate communications responsibilities within 30 days of the settlement. That remediation requirement is the SEC signaling its baseline expectation: training is not optional.

Training should cover at minimum:

1. What counts as MNPI and how to apply the materiality test in real time
2. Which communication channels are covered and which are not
3. The pre-clearance workflow before any external communication
4. What to do if a potential violation occurs (the escalation path)
5. The quiet period rules and how to handle inbound analyst inquiries during it

Train annually at minimum. Retrain whenever you add a new communication channel, engage a new third-party vendor, or the SEC issues new guidance. Require third-party PR and IR firms to complete the same training or certify compliance with your policy before they communicate on your behalf.

Step 3: Build a Pre-Clearance Workflow for External Communications

Pre-clearance is the operational control that catches violations before they happen. Without it, you are relying on individual judgment under time pressure, which is exactly the condition that produces DraftKings-style failures.

A workable pre-clearance workflow has these components:

Designated approvers: Typically the CFO, General Counsel, or Chief Compliance Officer. Define who can approve what. A social media post by the CEO's personal account should require the same approval as an investor conference presentation.

Scope of pre-clearance: Any external communication by a covered person that touches on financial performance, guidance, operational metrics, M&A activity, or any topic that could be material. When in doubt, pre-clear.

Third-party vendor controls: Require written authorization before any third-party PR or IR firm posts, publishes, or distributes anything on the company's behalf. The DraftKings PR firm posted without adequate controls in place. Your vendor agreement should require pre-clearance for every piece of content that touches financial or operational information.

Documentation: Log every pre-clearance decision, including the materiality analysis and the approver. The NI Holdings Reg FD policy (amended August 2025) requires the CFO to document in advance why information to be selectively disclosed is not material. That is the right standard.

Escalation path: If a covered person is unsure whether something requires pre-clearance, there must be a named person they can reach quickly. Ambiguity without an escalation path produces silence or, worse, a judgment call that goes wrong.

Step 4: Implement a Quiet Period Protocol

A quiet period is not legally required by Reg FD itself. It is a best practice that reduces the risk of inadvertent MNPI disclosure during the period when earnings information is accumulating but not yet public.

Typical quiet period structure:

During the quiet period, covered persons should not confirm, deny, or update prior guidance. If an analyst asks whether the company is "still comfortable" with a prior forecast, the correct answer is "no comment" or a clear statement that the prior estimate was as of its original date and is not being updated. The SEC's Division of Corporation Finance CDIs are explicit: "A statement by an issuer that it has 'not changed,' or that it is 'still comfortable with,' a prior forecast is no different than a confirmation of a prior forecast."

The quiet period policy should specify: who is covered, when it starts and ends, how inbound analyst calls are handled, and whether the CEO's personal social media accounts are subject to additional restrictions during the period. DraftKings' own policy prohibited authorized spokespersons from discussing financial or operational results during the quiet period. The PR firm posted anyway.

Step 5: Know Your Two Public Disclosure Mechanisms

When a Reg FD disclosure obligation is triggered, there are exactly two ways to satisfy it under the SEC final rule:

Option 1: File a Form 8-K (Item 7.01) Filing under Item 7.01 (Regulation FD Disclosure) satisfies the public disclosure requirement. Critically, a Form 8-K filed under Item 7.01 is "furnished" to the SEC, not "filed" -- meaning it does not trigger Securities Act Section 11 or Exchange Act Section 18 liability. This is a meaningful distinction: it reduces the legal exposure of the disclosure itself while still satisfying Reg FD.

Option 2: Press release or simultaneous webcast Disseminating information through a widely circulated news or wire service, or by other means reasonably designed to provide broad, non-exclusionary distribution, also satisfies Reg FD. A simultaneous earnings call webcast open to the public qualifies. A post on the company's investor relations website alone may not be sufficient unless investors have been given adequate prior notice that the site will be used for material disclosures.

Social media as a disclosure channel: The SEC confirmed in Release No. 34-69279 (April 2, 2013) -- the Netflix/Reed Hastings guidance -- that social media can satisfy Reg FD's public disclosure requirement, but only if investors have been given adequate prior notice that the company will use those specific channels for material disclosures. A CEO's personal X or LinkedIn account does not satisfy this requirement absent that prior notice. DraftKings' posts were taken down within 30 minutes, but the company made no public disclosure of the selectively disclosed information until August 2, 2023 -- six days after the July 27, 2023 posts -- when it issued its Q2 2023 earnings release. That six-day gap is what produced the violation.

Conference call advance notice: The SEC's CDIs require that advance notice of a conference call include the date, time, subject matter, and call-in information. An inadequate notice means the call itself may not qualify as a public disclosure.

Step 6: The 24-Hour Remediation Clock

This is where most companies have no operational plan. When an unintentional disclosure is discovered, the clock starts when a senior official learns of it and knows (or is reckless in not knowing) that the information is both material and nonpublic. From that moment, you have 24 hours or until the next NYSE trading day opens, whichever is later.

The remediation sequence:

1. Immediate escalation: The person who discovers the potential disclosure contacts the CFO, General Counsel, or Chief Compliance Officer immediately. Do not wait to assess materiality alone.
2. Materiality assessment: The CFO and General Counsel assess whether the disclosed information is MNPI. Document this assessment in writing, including the analysis and the people involved.
3. Decision on disclosure mechanism: Choose between a Form 8-K (Item 7.01) or a press release via wire service. In most cases, a Form 8-K is faster and cleaner under time pressure.
4. Draft and file: Prepare the disclosure. If filing a Form 8-K, the EDGAR filing process must be completed within the 24-hour window. Have a pre-approved template ready.
5. Notify IR and communications teams: Ensure no further selective communications occur while the remediation is in progress.
6. Post-incident review: After the disclosure, document what happened, why the pre-clearance workflow failed, and what control changes are needed.

Have a pre-drafted Form 8-K template for Item 7.01 in your compliance toolkit. Under time pressure, starting from a blank document costs you time you do not have.

Step 7: Manage the High-Risk Scenarios

Several communication contexts generate disproportionate Reg FD risk. Build specific protocols for each.

Analyst Model Reviews

Reviewing an analyst's financial model privately is permissible -- but only if no MNPI is communicated in the process. The SEC's CDIs are clear: "An issuer may not use the discussion of an analyst's model as a vehicle for selectively communicating -- either expressly or in code -- material nonpublic information." Correcting a historical fact that is already public is fine. Confirming a forward-looking assumption that has not been publicly disclosed is not.

Protocol: Have a designated IR officer conduct all model reviews. Brief them on what they can and cannot confirm. Document the review.

Investor Days and Analyst Days

Investor days are high-risk because companies routinely present new financial information and guidance to large audiences. The event itself can satisfy Reg FD's public disclosure requirement if it is simultaneously webcast and open to all investors. But the pre-event preparation materials, the Q&A session, and any private breakouts after the main presentation are all separate risk points.

Protocol: Webcast the entire event, including Q&A. Publish the presentation materials simultaneously on your IR website and via wire service. Brief all presenters on what is and is not pre-cleared for disclosure. Prohibit private breakout sessions that go beyond what was disclosed in the main presentation.

ESG and Sustainability Disclosures in Private Investor Meetings

As companies make forward-looking ESG commitments -- net-zero targets, supply chain metrics, transition plan milestones -- these communications are subject to Reg FD if they contain MNPI and are made in private investor meetings before public disclosure. An ESG-focused institutional investor asking about your 2030 emissions trajectory in a private call deserves the same pre-clearance scrutiny as a question about earnings guidance.

Protocol: Apply the same materiality test to ESG disclosures as to financial disclosures. If the information has not been publicly disclosed, do not share it selectively.

Road Shows for Private Placements

Road shows for registered public offerings are excluded from Reg FD. Road shows for unregistered offerings (private placements) are subject to Reg FD unless participants expressly agree in writing to maintain confidentiality. The SEC's CDIs confirm this distinction. Get confidentiality agreements signed before sharing any MNPI in a private placement context.

Board Members and Large Shareholders

Board members and audit committee members who communicate informally with large institutional shareholders are covered persons under Reg FD. This is a governance gap at many companies. Directors who attend industry conferences or participate in governance forums may not think of themselves as IR spokespersons, but if they discuss company performance or strategy with a shareholder who might trade on that information, Reg FD applies.

Protocol: Include directors in annual Reg FD training. Establish a clear rule that directors do not discuss financial performance or guidance with shareholders outside of pre-approved, pre-cleared settings.

AI-Assisted Investor Communications

AI tools that draft earnings commentary, investor letters, or social media posts create a new failure mode: content may be generated, reviewed, and scheduled for posting without adequate human scrutiny for MNPI. If an AI tool drafts a CEO social media post that includes forward-looking commentary and it is posted without pre-clearance, the company bears the same liability as if a PR firm had posted it. The SEC's AI disclosure guidance and the broader AI RegTech landscape are evolving, but Reg FD liability is not waiting for the SEC to issue AI-specific rules.

Protocol: Require human pre-clearance for any AI-generated content before it is published externally. Include AI-assisted communications in your channel inventory and pre-clearance workflow.

Reg FD Compliance Program: Core Policy Elements

Your written Reg FD policy should include, at minimum:

• Scope: Who is covered (all directors, officers, IR/PR staff, employees who regularly communicate with market professionals, and all third-party vendors acting on the company's behalf)
• Authorized spokespersons: A named list of who may speak to analysts, investors, and media on financial or operational matters
• Pre-clearance requirement: All external communications by covered persons on financial or operational topics require approval from a designated approver before publication or delivery
• Channel-specific rules: Social media (corporate and personal executive accounts), third-party vendor communications, conference presentations, investor day events
• Quiet period: Defined start and end dates, prohibited activities, and how inbound inquiries are handled
• Confidentiality agreement requirements: When to use them (private placements, M&A discussions, analyst pre-briefings on MNPI)
• Remediation procedure: The 24-hour escalation and disclosure sequence, with named roles and a pre-approved Form 8-K template
• Training requirement: Frequency, covered employees, and certification process for third-party vendors
• Enforcement: Consequences for policy violations, including termination

Review and update the policy at least annually, and whenever the SEC issues new guidance or your communication channels change.

Reg FD and Rule 10b5-1 Plans

Reg FD and insider trading compliance are managed by the same teams and share the same MNPI infrastructure. Rule 10b5-1 trading plans, which allow insiders to pre-schedule trades on a set formula while not aware of MNPI, were significantly tightened by the SEC's December 2022 amendments (effective February 2023). The same materiality assessments and MNPI tracking systems that support Reg FD compliance are the foundation for determining when an insider can enter a 10b5-1 plan without being "aware" of MNPI.

If your Reg FD program does not have a documented MNPI tracking log -- a record of what information is material and nonpublic at any given time -- you are also missing a core control for 10b5-1 plan administration. Build one system that serves both purposes.

Enforcement: What the SEC Actually Does

Reg FD enforcement is brought by the SEC only. There is no private right of action under Reg FD, though a violation can be evidence of broader securities fraud in private litigation. Penalties have ranged from $200,000 (DraftKings, 2024) to $350,000 (Flowserve, 2005) to $250,000 (Siebel Systems, 2004). Enforcement also typically includes mandatory remediation: training programs, policy revisions, and in some cases independent compliance monitors.

The reputational impact often exceeds the financial penalty. The DraftKings SEC order is publicly available and permanently searchable. Investors, analysts, and governance raters read enforcement actions.

FAQ

Does Reg FD apply to foreign private issuers? No. Reg FD explicitly does not apply to foreign private issuers or open-end investment companies (mutual funds). It applies to virtually all other U.S. public companies, including closed-end investment companies.

Can we share MNPI with analysts if they sign an NDA? Yes, with conditions. The SEC's CDIs confirm that sharing MNPI with analysts under an express confidentiality agreement is excluded from Reg FD. The agreement must expressly require the recipient to keep the information confidential. A mere acknowledgment not to violate securities laws is not sufficient.

Does Reg FD apply to disclosures to credit rating agencies? No, provided the information is disclosed solely for the purpose of developing a credit rating and the agency's ratings are publicly available. This is a specific, narrow exclusion.

What is the mosaic theory and does it protect us? The mosaic theory holds that an issuer does not violate Reg FD by sharing seemingly inconsequential data that, when combined with public information by a skilled analyst, helps form a picture revealing MNPI -- as long as the issuer is not affirmatively communicating MNPI "either expressly or in code." The line is whether the issuer is selectively communicating MNPI versus an analyst independently synthesizing public and non-material data. Do not use model review discussions as a vehicle to convey MNPI indirectly.

Is a quiet period legally required? No. Reg FD does not require a quiet period. It is a best practice that reduces inadvertent disclosure risk during the period when earnings information is accumulating. Most public companies implement one as a matter of policy.

What happens if we delete the social media post within minutes? Deletion does not cure a Reg FD violation. DraftKings' posts were taken down within approximately 30 minutes. The SEC still found a violation because no prompt public disclosure was made. The obligation is to disclose publicly, not to retract the selective disclosure.