Regulation Fair Disclosure (FD) is a Securities and Exchange Commission (SEC) regulation that requires public companies to disclose material non-public information which they shared with private individuals. The regulatory text is found in 17 C.F.R. Part 243.
The SEC promulgated Regulation FD in response to reports that public companies disclosed material non-public information, such as advance information on earnings results, to securities analysts or selected institutional investors. By requiring that companies disclose such material information, Regulation FD aims to ensure that all investors have equal access to the company’s material disclosures at the same time. In the case of intentional selective disclosures, the company must release the material information simultaneously. In the case of unintentional selective disclosure, the company must publicly disclose the material information shortly afterwards. Public companies file Regulation FD disclosures on a Form 8-K.
[Last updated in February of 2022 by the Wex Definitions Team]