MNPI

Material Nonpublic Information (MNPI) refers to information about a company or its securities that is both material and not publicly disclosed. Information is material if a reasonable investor would consider it important in making an investment decision, such that its disclosure could be expected to alter the price of the security or the overall information available about it. Information is nonpublic if it has not been disseminated to the general investing public in a manner reasonably calculated to reach investors broadly.

Common sources of MNPI include earnings surprises, plans for mergers or acquisitions, divestitures, significant regulatory approvals or actions, major contracts or losses, substantial management changes, and material litigation outcomes. MNPI can arise in various contexts, including communications between company insiders, consultants, or outside advisers who have a confidential relationship with the issuer.

Those who possess MNPI typically owe duties of confidentiality and may be prohibited from trading the related securities or sharing the information with others who might trade on it. Trading on MNPI, or tipping others who trade on it, can violate securities laws and lead to civil penalties, disgorgement, or criminal sanctions.

Regulators worldwide enforce MNPI-related rules as part of insider trading and market abuse regimes. In the United States, laws tied to the Securities Exchange Act and case law address the prohibition on trading while in possession of material nonpublic information. In other jurisdictions, similar prohibitions exist, often with additional corporate governance and disclosure requirements. Organizations commonly implement compliance programs—such as access controls, confidential information policies, and trading blackout periods—to manage MNPI risks and promote lawful trading and information handling.