What is Regulation FD in US markets?

Regulation FD (Fair Disclosure) is an SEC rule adopted in August 2000 that prohibits public companies from selectively disclosing material, non-public information to certain market participants — analysts, institutional investors, or major shareholders — without simultaneously making that information available to the broader public.

Before Regulation FD, it was common practice for companies to brief sell-side analysts privately ahead of earnings announcements or strategic updates, creating an information advantage for institutional investors with close relationships to management. The rule was designed to level the playing field for retail investors.

Under Regulation FD, if a company intentionally discloses material non-public information to a covered person (such as a broker-dealer, investment adviser, or major shareholder), it must simultaneously make that same disclosure to the public — typically via an SEC Form 8-K filing, a press release, or a method reasonably designed to reach the general public. If the disclosure is unintentional, the company must make a public announcement promptly (within 24 hours or before the next trading day opens).

In practice, Regulation FD has shaped how companies communicate. Earnings calls and investor days are now broadcast publicly, often live-streamed and archived on company websites. Analyst Q&A sessions with management are held on public calls rather than in private conversations. Company investor relations teams are careful about what is said in one-on-one meetings with investors versus what has already been publicly disclosed.

Critics argue that Regulation FD has, paradoxically, made companies more guarded in their communications, reducing the overall quality of information that reaches the market. Proponents maintain it has meaningfully reduced the information advantage previously available only to large institutional players.