H.R. 4335House116th Congress (2019-2021)Passed House

8–K Trading Gap Act of 2019

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Updated April 14, 2026 at 8:13 AM UTC

The 8‑K Trading Gap Act of 2019 would direct the SEC to create rules that stop company executives and directors from buying or selling their own company’s stock when they know a material event is about to be reported on Form 8‑K. The goal is to close the window between an event’s occurrence (or the company’s decision to disclose it) and the filing of the 8‑K, reducing insider‑trading opportunities. The rules would apply to all public companies that must file periodic reports under the Securities Exchange Act.

Key Provisions

The SEC must issue the new rules within one year of the law’s enactment.
Each reporting issuer must adopt policies, controls, and procedures that reasonably prevent its executive officers and directors from trading the company’s equity securities during the period between an event’s occurrence (or the company’s decision to disclose it) and the filing of the related Form 8‑K.
The prohibition covers events listed in Form 8‑K sections 1‑6 (material events) and sections 7‑8 (other events) with specific timing windows defined for each.
The rules may allow exemptions for transactions that are automatic, made under a pre‑arranged “10b5‑1” plan, or otherwise meet SEC‑approved criteria.
Transactions under a 10b5‑1 plan that were adopted before the event‑related trading window may still be permitted, unless the plan falls within the prohibited window.
Issuers that have a required code of ethics or are registered investment companies with advisers that have a code of ethics are exempt from the new rule, as are companies that publicly announce the event in a press release meeting Regulation FD requirements before filing the 8‑K.

Legislative Activity

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14 earlier actions

SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

January 14, 2020

View full timeline

HouseIntro Referral

Introduced in House

September 16, 2019

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

September 16, 2019

HouseCommittee

Committee Consideration and Mark-up Session Held.

Financial Services Committee

September 18, 2019

HouseCommittee

Committee Consideration and Mark-up Session Held.

Financial Services Committee

September 19, 2019

HouseCommittee

Committee Consideration and Mark-up Session Held.

Financial Services Committee

September 20, 2019

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 52 - 0.

Financial Services Committee

September 20, 2019

HouseFloor

Mr. San Nicolas moved to suspend the rules and pass the bill, as amended.

January 13, 2020 • 4:56 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H188-189)

January 13, 2020 • 4:56 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 4335.

January 13, 2020 • 4:56 PM

HouseFloor

At the conclusion of debate, the Yeas and Nays were demanded and ordered. Pursuant to the provisions of clause 8, rule XX, the Chair announced that further proceedings on the motion would be postponed.

January 13, 2020 • 5:06 PM

HouseFloor

Considered as unfinished business. (consideration: CR H201-202)

January 13, 2020 • 6:33 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 384 - 7 (Roll no. 14).(text: CR H188)

View vote Passed

January 13, 2020 • 7:02 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by the Yeas and Nays: (2/3 required): 384 - 7 (Roll no. 14). (text: CR H188)

View vote Passed

January 13, 2020 • 7:02 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

January 13, 2020 • 7:02 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Banking, Housing, and Urban Affairs Committee

January 14, 2020

Voting History

1 vote recorded • Roll call available

HOUSE

Roll Call Available

January 13, 2020 at 7:00 PM

On Motion to Suspend the Rules and Pass, as Amended

Majority required: 2/3 (66.7%)

Passed

384 - 7

Bill Text

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Referred in SenateIssued January 14, 2020

IIB

116th CONGRESS

2d Session

H. R. 4335

IN THE SENATE OF THE UNITED STATES

January 14, 2020

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

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.

Short title

This Act may be cited as the 8–K Trading Gap Act of 2019.

Prohibition on certain trading in anticipation of a current report

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 10D the following:

10E.

Prohibition on certain trading in anticipation of a current report

(a)

Prohibition

Not later than 1 year after the date of enactment of this section, the Commission shall issue rules that require each issuer that is subject to reporting requirements under section 13(a) or 15(d) to establish and maintain policies, controls, and procedures that are reasonably designed to prohibit executive officers and directors of the issuer from purchasing, selling, or otherwise transferring any equity security of the issuer, directly or indirectly—

(1)

with respect to an event described in sections 1 through 6 of Form 8–K, between—

(A)

the occurrence of such event; and

(B)

the filing or furnishing of a current report on Form 8–K with respect to such event; and

(2)

with respect to an event described in section 7 or 8 of Form 8–K, between—

(A)

the date on which the issuer determines that it will disclose such event; and

(B)

the filing or furnishing of a current report on Form 8–K with respect to such event.

(b)

Permissible transactions

In issuing rules under subsection (a), the Commission—

(1)

may exempt certain transactions that the Commission determines is appropriate, including those that—

(A)

occur automatically;

(B)

are made pursuant to an advance election; or

(C)

except as provided in paragraph (2), involve a purchase or sale of equity securities that satisfies the conditions under section 240.10b5–1(c) of title 17, Code of Federal Regulations;

(2)

may not exempt from those rules a transaction made by an executive officer or director of an issuer under a plan that—

(A)

is described in section 240.10b5–1(c)(1)(i)(A)(3) of title 17, Code of Federal Regulations; and

(B)

was adopted—

(i)

with respect to an event described in sections 1 through 6 of Form 8–K, between—

(I)

the occurrence of such event; and

(II)

the filing or furnishing of a current report on Form 8–K with respect to such event; and

(ii)

with respect to an event described in section 7 or 8 of Form 8–K, between—

(I)

the date on which the issuer determines that it will disclose such event; and

(II)

the filing or furnishing of a current report on Form 8–K with respect to such event; and

(3)

shall exempt from those rules—

(A)

issuers required to adopt and administer a code of ethics pursuant section 270.17j–1 of title 17, Code of Federal Regulations, and any other issuers registered under the Investment Company Act of 1940 whose investment advisers are required to adopt and administer a code of ethics pursuant to section 275.204A–1 of title 17, Code of Federal Regulations; and

(B)

any event where such event is described in sections 1 through 6 of Form 8–K and the issuer has announced such event in a press release or other method of dissemination that complies with the requirements of section 101(e)(2) of Regulation FD (17 CFR Part 243.101(e)(2)).

Passed the House of Representatives January 13, 2020.

Cheryl L. Johnson,

Clerk