II 

118TH CONGRESS 

2D SESSION S. 5127 

To amend the Securities Exchange Act of 1934 to require the Securities 

and Exchange Commission to issue rules that prohibit officers and directors of certain companies from trading securities in anticipation of a 

current report, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 19, 2024 

Mr. VAN HOLLEN introduced the following bill; which was read twice and 

referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

the Securities and Exchange Commission to issue rules 

that prohibit officers and directors of certain companies 

from trading securities in anticipation of a current report, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘8–K Trading Gap Act 

5 of 2024’’. 


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1 SEC. 2. PROHIBITION ON CERTAIN TRADING IN ANTICIPA2 TION OF A CURRENT REPORT. 

3 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

4 et seq.) is amended by inserting after section 10D (15 

5 U.S.C. 78j–4) the following: 

6 ‘‘SEC. 10E. PROHIBITION ON CERTAIN TRADING IN ANTICI7 PATION OF A CURRENT REPORT. 

8 ‘‘(a) PROHIBITION.—Not later than 1 year after the 

9 date of enactment of this section, the Commission shall 

10 issue rules that require each issuer that is subject to re11 porting requirements under section 13(a) or 15(d) to es12 tablish and maintain policies, controls, and procedures 

13 that are reasonably designed to prohibit executive officers 

14 and directors of the issuer from purchasing, selling, or 

15 otherwise transferring any equity security of the issuer or 

16 interest in an equity security of the issuer, directly or indi17 rectly— 

18 ‘‘(1) with respect to an event described in any 

19 of sections 1 through 6 of the form described in sec20 tion 249.308 of title 17, Code of Federal Regula21 tions (referred to in this section as ‘Form 8–K’), be22 tween— 

23 ‘‘(A) the occurrence of that event; and 

24 ‘‘(B) the filing or furnishing of a current 

25 report on Form 8–K with respect to that event; 

26 and 


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1 ‘‘(2) with respect to an event described in sec2 tion 7 or 8 of Form 8–K, between— 

3 ‘‘(A) the date on which the issuer deter4 mines that the issuer will disclose that event; 

5 and 

6 ‘‘(B) the filing or furnishing of a current 

7 report on Form 8–K with respect to that event. 

8 ‘‘(b) PERMISSIBLE TRANSACTIONS.—In issuing rules 

9 under subsection (a), the Commission— 

10 ‘‘(1) may exempt certain transactions that the 

11 Commission determines are appropriate, including 

12 those transactions that— 

13 ‘‘(A) occur automatically; 

14 ‘‘(B) are made pursuant to an advance 

15 election; or 

16 ‘‘(C) except as provided in paragraph (2), 

17 involve a purchase or sale of equity securities 

18 that satisfies the conditions under section 

19 240.10b5–1(c) of title 17, Code of Federal Reg20 ulations; 

21 ‘‘(2) may not exempt from those rules a trans22 action made by an executive officer or director of an 

23 issuer under a plan that— 


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1 ‘‘(A) is described in section 240.10b5– 

2 1(c)(1)(i)(A)(3) of title 17, Code of Federal 

3 Regulations; and 

4 ‘‘(B) was adopted— 

5 ‘‘(i) with respect to an event described 

6 in any of sections 1 through 6 of Form 8– 

7 K, between— 

8 ‘‘(I) the occurrence of that event; 

9 and 

10 ‘‘(II) the filing or furnishing of a 

11 current report on Form 8–K with re12 spect to that event; and 

13 ‘‘(ii) with respect to an event de14 scribed in section 7 or 8 of Form 8–K, be15 tween— 

16 ‘‘(I) the date on which the issuer 

17 determines that the issuer will disclose 

18 that event; and 

19 ‘‘(II) the filing or furnishing of a 

20 current report on Form 8–K with re21 spect to that event; and 

22 ‘‘(3) shall exempt from those rules— 

23 ‘‘(A) issuers required to adopt and admin24 ister a code of ethics pursuant section 270.17j– 

25 1 of title 17, Code of Federal Regulations; 


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1 ‘‘(B) any other issuer registered under the 

2 Investment Company Act of 1940 (15 U.S.C. 

3 80a–1 et seq.), the investment advisers of which 

4 are required to adopt and administer a code of 

5 ethics pursuant to section 275.204A–1 of title 

6 17, Code of Federal Regulations; and 

7 ‘‘(C) any event that is— 

8 ‘‘(i) described in any of sections 1 

9 through 6 of Form 8–K; and 

10 ‘‘(ii) announced by the issuer in a 

11 press release or other method of dissemina12 tion described in section 243.101(e)(2) of 

13 title 17, Code of Federal Regulations. 

14 ‘‘(c) FOREIGN ISSUERS.—In issuing rules under sub15 section (a), the Commission may include foreign issuers 

16 required to use the form described in section 249.306 of 

17 title 17, Code of Federal Regulations. 

18 ‘‘(d) RULE OF CONSTRUCTION.—Each reference in 

19 this section to a provision of the Code of Federal Regula20 tions (including each reference in this section to Form 8– 

21 K) shall be construed as a reference to that provision as 

22 in effect on the date of enactment of this section.’’. 

Æ 


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