10b5-1 Plans
Rule 10b5-1 plans can be a valuable strategy for executives and key employees looking to access liquidity or diversify equity.
Citrine Capital brings deep expertise in SEC-compliant trading plans, helping you optimize your strategy to align with your equity compensation framework, liquidity needs, and long-term financial goals.
Our advisors deliver clear, personalized 10b5-1 plans recommendations that integrate seamlessly with your overall wealth management strategy.
Unlock the Value of Your Equity
with a Compliant 10b5-1 Trading Plan
If you’re an executive or insider at a publicly traded company, a Rule 10b5-1 trading plan allows you to sell shares on a pre-set schedule, helping you avoid insider trading violations while achieving your liquidity and diversification goals.
We’ll work with you to design a strategic, SEC-compliant plan that integrates seamlessly with your broader financial strategy. From timing and pricing to tax considerations and liquidity management, we ensure every detail is addressed so your trades execute smoothly and within the rules.
Our role extends well beyond drafting the plan. We coordinate with your employer and their custodian, ensure all requirements are met before trading begins, and keep the process on track from your first execution to your final trade.
Strategic, Compliant, and Built for You
As an insider, trading without a plan can expose you to serious legal and reputational risks. With a carefully designed 105b-1 plan, you can confidently turn your company equity into long-term, tax-efficient wealth.
Equity is often emotional. Many insiders have poured years of energy into building their company and naturally feel tied to its stock. Our role is to help disentangle those emotions from financial decisions so you can stay focused on your highest priorities.
Timing & Eligibility Requirements
We’ll determine when you're eligible to trade and ensure your plan is structured for maximum impact.
Equity Compensation Alignment
We'll design your 10b5-1 strategy that balances existing holdings with future vesting shares, i.e. selling held stock once it qualifies for long-term capital gains treatment, while scheduling newly acquired shares to sell upon vesting.
Ongoing Review Strategy
We’ll stay proactive with periodic reviews to refine your plan as goals evolve.
Tax Optimization
We model your cash flow needs and tax exposure to ensure sales are timed to maximize tax efficiency.
Execution Strategy & Balance
We’ll design balanced plans with staggered sales based on price triggers and holding periods, addressing concentration risk while providing steady liquidity. The result is a trading plan that’s practical and built to execute.
Plan Design Parameters
Your trading plan will be carefully crafted around SEC rules while staying cohesive with your broader financial strategy.
The Citrine Capital Approach to 105b-1 Planning
Your Rule 10b5-1 trading plan should be more than a compliance requirement - it should be a strategic tool for turning equity into long-term, tax-efficient wealth.
At Citrine Capital, we manage the process from start to finish:
Understand your personal trading limitations – We review your insider status, company trading windows, blackout periods, and other restrictions before any plan is created.
Coordinate with your employer and designated custodian – We work directly with both to ensure your plan meets cooling off periods and submission deadlines.
Design a compliant, strategic trading plan – We align your plan with SEC rules, vesting schedules, liquidity needs, and your broader financial goals.
Oversee execution through the end of the plan – We track each trade for timing, pricing, and tax implications, ensuring everything proceeds as intended.
Renew when appropriate – When a plan expires or circumstances change, we create and implement a new plan so you remain protected and on track.
Our strategy is built for balance. If we sell and your equity price declines, you’ve protected value - that’s a win. If we sell and it rises, you still hold shares with additional diversification.. Either way, you’ve positioned yourself for success.
Throughout, we connect your 10b5-1 plan to key areas like cash flow, taxes, and estate planning - ensuring it’s seamlessly integrated into your overall wealth strategy. With us, your financial plan is grounded in thoughtful strategy and compliance so that you can move forward with confidence
Comprehensive Financial Services for Bay Area Professionals
At Citrine Capital, we specialize in guiding Bay Area professionals through every stage of life and career. Whether you’re building a startup, growing your wealth, or protecting your legacy, our team delivers integrated strategies that connect equity, investments, and tax planning.
Startup Planning
Navigate early-stage decisions with clarity. We’ll guide you through entity selection, founder equity, and liquidity planning.
Asset Protection
Safeguard what you’ve built with proactive risk management - trusts, insurance reviews, and entity planning designed to preserve wealth.
Wealth Management
Grow and protect your family’s wealth with investment strategies tailored to your goals, risk tolerance, and timeline.
Financial Planning
Your goals come first. We design flexible, forward-looking financial plans that adapt as your life and career evolve.
Who We Work With
We work with founders, executives, and high-net-worth families who drive the Bay Area’s culture of innovation. Our clients often face complex equity compensation, concentrated stock positions, and the financial realities of a high cost of living.
With a deep understanding of these challenges, we help you make confident decisions about your equity, investments, and long-term planning - so your wealth strategy supports both your career and your life beyond it.
Why Bay Area Professionals Choose Us
Our clients value clear advice, smart strategies, and deep expertise tailored to the Bay Area's unique financial landscape.
Transparent Financial Advice
In our fee–only model, we don’t sell products or earn commissions. Every recommendation is objective, transparent, and designed around your best interests.
Built Around Founders and Equity Holders
From startup equity and IPO events to real estate pressures and cost-of-living realities, we understand the unique financial landscape of the Bay Area. Our strategies are designed around these complexities.
Financial Support for Every Life Stage
From your first equity grant to retirement and wealth transfer, we provide steady guidance. Our advisors integrate investment, tax, and estate planning so your financial life stays coordinated. We also serve as a sounding board—helping you weigh trade-offs, make objective decisions, and stay focused on your priorities.
Get Started with a Fully-Integrated 105b-1 Plan Today
Ready to explore a 105b-1 plan with one of our advisors? Start by completing a short questionnaire so we can confirm the right fit. We’ll then schedule a consultation to review your situation, understand your goals, and outline how a trading plan can support your financial future.
Frequently Asked Questions
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A Rule 10b5-1 plan is an SEC-approved trading plan that allows company insiders - such as executives, board members, and employees - to sell shares on a pre-set schedule. The plan must be created when you are not in possession of material nonpublic information (MNPI), and once in place, trades happen automatically.
The benefit is twofold: you can meet your liquidity or diversification goals while complying with insider trading laws.
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Yes. Imagine an executive who sets up a 10b5-1 trading plan to sell 10,000 shares per quarter. The plan might stagger sales - some at $50, some at $75, and some at $100 - securing liquidity at realistic price points while still leaving room for upside potential.
The plan also can distinguish between share types: long-held shares could be sold once they qualify for long-term capital gains, while newly vesting RSUs could be sold at vest - both strategies optimized for tax-efficiency. The plan would be adopted during an open trading window with the required cooling-off period, ensuring compliance while providing diversification and tax-efficient liquidity.
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Description text goes hereTo comply with SEC rules, a 10b5-1 plan must meet several requirements:
Adopted in good faith – The plan must be created when you are not in possession of material nonpublic information (MNPI).
Set in advance – The plan must specify the amount, price, and timing of trades (or use a formula to determine them).
Cooling-off period – Trades can’t begin right away. Most insiders must wait 30-120 days after adoption before the first sale.
Material nonpublic information – Directors and officers must certify they are not aware of MNPI when adopting a plan.
No overlapping plans – You generally can’t maintain multiple active 10b5-1 plans for the same stock.
Ongoing disclosures – Companies must provide more detail about insider trading plans in public filings.
Together, these rules are designed to prevent insider trading while still allowing executives and employees to access liquidity, diversify, and manage their equity in a compliant way.
Together, these rules are designed to prevent insider trading while still allowing executives and employees to access liquidity, diversify, and manage their equity in a compliant way.