Regulation FD, or Regulation Fair Disclosure, is a US Securities and Exchange Commission rule that requires public companies to disclose material nonpublic information to all investors at the same time, rather than selectively sharing it with favored analysts or investors first.
Regulation FD was adopted by the SEC in 2000 to address selective disclosure, the practice of privately giving important information to certain analysts or large investors before the broader market. Under the rule, when a company or its representatives disclose material nonpublic information, they must do so publicly and simultaneously to everyone, typically through a press release, an SEC filing, or a widely accessible webcast.
Material information is broadly anything a reasonable investor would consider important in deciding whether to buy or sell a stock, such as significant financial results, major contracts, management changes, or corporate transactions. The rule applies to communications with market professionals and with shareholders who might trade on the information.
For investor relations, Regulation FD sets clear boundaries around how information can be shared. It does not prevent a company from meeting privately with investors or analysts. It means those conversations must stay within the bounds of information that is already public, or otherwise not material. This is why disciplined IR programs are careful about what is said in one-on-one meetings, roadshows, and calls, and why companies release material news broadly before discussing it.
Fair disclosure ultimately supports the integrity of investor relations rather than hindering it. It ensures that a company's engagement with investors is built on a level playing field, which protects the company from regulatory risk and reinforces investor trust. Comparable principles exist in other jurisdictions, so cross-border programs need to account for the rules in each market.