What is material nonpublic information (MNPI)?
Material nonpublic information (MNPI) is information about a company that a reasonable investor would likely consider important and that has not yet been made available to the public. The SEC treats information as material if there is a substantial likelihood a reasonable shareholder would consider it important to an investment decision. Illegal insider trading means trading on MNPI in breach of a duty of trust, including tipping others.
Why it matters to a revenue leader
Revenue leaders at public companies handle MNPI as part of the job: quarter-to-date bookings, a large win or loss, a pricing change, a forecast that has moved. The SEC's Regulation FD release lists earnings information among the items to review carefully for materiality, and warns that an official who privately signals to an analyst whether earnings will beat or miss forecasts likely violates the rule. The company's insider trading policy and legal team set who may trade and when.
Example
Two days before quarter end, a sales director learns that the company's largest renewal will not close and the forecast now sits below guidance. Until the company announces results, that information is material and nonpublic for everyone who knows it. The company's insider trading policy governs whether the director may trade, and the news stays inside the company.
"Who on my team sees information that could move our share price, and have they read our insider trading policy?"
Sources
- Selective Disclosure and Insider Trading (Regulation FD adopting release) checked 9 Oct 2026
- Insider Trading checked 9 Oct 2026