When an insider sale was decided months ago
Paycom’s founder just told the SEC his bank may sell up to 1.09 million of his shares between December and June. Come December, that will look like a decision. It was made in September. How Rule 10b5-1 plans work, and why the tracker now tags them.
On September 1, 2026, an entity controlled by Paycom's founder, Chad Richison, signed a plan with J.P. Morgan to sell up to 1,090,000 Paycom shares. The plan cannot start until December 1 at the earliest and runs to June 1, 2027. The filing that disclosed it, an amended Schedule 13D, went to the SEC on September 3.
Every sale under that plan will show up on a Form 4 this winter. Each one will read "insider sold." None of them will tell you anything about what Richison thinks of the stock in December, because he decided in September.
What a 10b5-1 plan is
Rule 10b5-1 is the SEC's rule that lets an insider set up a trading plan in advance. The plan fixes what to sell, how much, when or at what price, and hands execution to a broker. The insider has to adopt it when they hold no material non-public information. In exchange, trades made under the plan get an affirmative defence against insider-trading claims even if the insider later learns something the market does not know.
The rule was tightened in 2023. Now a director or officer's plan cannot start trading until at least 90 days after it is adopted, or two business days after the company's next quarterly report, whichever is later, with a cap of 120 days. Overlapping plans are barred. A plan built around a single trade is limited to one per year. And every Form 4 carries a checkbox: was this trade made under a 10b5-1 plan, and when was the plan adopted.
That checkbox is why plan trades can be told apart at all.
Why it changes how you read a sale
An open-market buy is almost always a decision made that day with the insider's own money. That is what makes insider buying worth tracking.
A sale under a plan is a decision made months earlier, usually for reasons that have nothing to do with the company: taxes on vested stock, diversifying a net worth that is mostly one ticker, a house. Treating it as a signal about the business is reading a calendar as a forecast.
Not every sale is planned, and unplanned sales by several insiders at once are worth a look. The point of the tag is to separate the two.
What the tracker does with it
Since September 6, every US Form 4 this site reads carries the plan flag. Trades made under a plan show a PLAN tag next to the buy or sell chip on the Insider Tracker, and a toggle hides them. Filings from before September 6 do not carry the flag because we were not reading it, so older sells look unplanned even when they were not. Canadian SEDI filings have no equivalent field.
Cluster buys, the site's main signal, ignore sells entirely, so plan trades never affected them. They did affect the raw "insiders sold" totals on stock pages, which is where the tag earns its keep.
The catch
A plan can be cancelled, and cancellations do not get their own filing. A plan can also be adopted right before bad news if the insider is careless about what counts as material, which is what the 2023 cooling-off period was meant to stop. And the checkbox is self-reported. The tag tells you what the insider declared, not what a court would decide.
[ADAM: your read]
Richison's plan, for the record, is in the Paycom filing at /stock/us/PAYC/holders, under stakes of 5 percent or more. When the sales start in December, they will be tagged.
Opinion and personal record, not investment advice.