What is Regulation FD (Fair Disclosure)?

What the rule requires

Regulation FD, adopted in 2000, targets selective disclosure. If a company (or someone acting on its behalf) discloses material non-public information to certain people — typically analysts, institutional investors, or shareholders who might trade on it — it must disclose that same information to the public. For an intentional selective disclosure, the public disclosure must be simultaneous; for an unintentional one, promptly (generally within 24 hours).

The usual mechanism for the public disclosure is a Form 8-K under Item 7.01 (Regulation FD Disclosure), or a widely accessible press release or webcast.

Why it exists

Before Reg FD, companies sometimes gave analysts and big investors a heads-up on earnings or guidance ahead of everyone else, creating an uneven playing field. The rule was designed to ensure all investors get access to material information at the same time, improving fairness and market integrity. It is a big reason earnings guidance and material updates are released through broadly accessible channels.

How you see it in filings

When you see an 8-K with Item 7.01, the company is making a Regulation FD disclosure — putting information on the public record so no one has an informational edge. These are often "furnished" rather than "filed," a technical distinction affecting liability but not your ability to read the content. Investor-day slides, updated guidance, and similar materials frequently appear this way.