How to Read Korea’s Insider Advance Trade Disclosure

Key Takeaways

• The filing is a plan, and the law treats it as a commitment. Since July 24, 2024, an officer or major shareholder of a Korean listed company has to report a planned trade’s purpose, price, quantity, and period at least 30 days before it starts. Once filed, the insider has to trade according to the plan, with a 30 percent amount tolerance, or withdraw on one of a short list of grounds.
• The duty starts at 1% OR ₩5 billion (about $3.7 million). The exemption needs to be below 1% AND below ₩5 billion. Cross either line and the filing is required. The amount counts the prior six months of trades plus the planned ones.
• For a foreign fund holding 10% or more, “exempt” is not automatic. The decree excludes pension funds, collective investment vehicles, banks, insurers, and similar institutions, plus foreign investors “equivalent” to them. It doesn’t define equivalent, and I found no regulator list. Don’t assume.
• No filing doesn’t mean no selling. Inheritance, a change-of-control share sale, collateral foreclosure, a tender offer, and a few other transaction types sit outside the rule, and so does any trade below both thresholds.
• Violations carry an administrative surcharge capped at ₩2 billion (about $1.5 million). The ceiling is 0.02% of market capitalization. I found no criminal provision tied to this filing.

Contents

1. The report and where it lives
2. Who has to file, and the foreign-fund boundary
3. The trigger: one test, two ways to fail it
4. Reading the filing, field by field
5. A plan you can’t freely change
6. What a filing tells you, and what a missing one doesn’t
7. Sanctions
8. Where this sits next to the 5% and ownership reports
9. What filers and readers get wrong
10. Frequently asked questions

A note on currency: dollar figures use $1 = ₩1,343, the XE.com mid-market rate on October 3, 2026. Rates move, so treat conversions as approximate.

1. The report and where it lives

When a founder plans to sell a large block of a Korean listed company, the market is supposed to hear about it at least a month before the trading window opens. The document that carries that warning is the officer and major shareholder trading plan report. It exists because of Article 173-3 of the Financial Investment Services and Capital Markets Act (FSCMA), promulgated on January 23, 2024, and in force since July 24, 2024, per the statute text.

On English DART, the Financial Supervisory Service’s filing system, the report type is called the Report on Trading Plans of Specific Securities, etc. Owned by executives and major shareholders. It sits in the Equity Disclosure group of the report-type filter, next to two neighbors you’ll meet in section 8: the Report on Significant Holdings of Stocks, etc. (the 5% report) and the Report on Status of Specific Securities, etc. Owned by executives and major shareholders (the ownership report).

Two practical points. First, the statute requires both the Securities and Futures Commission, a body inside the Financial Services Commission (FSC), and the Korea Exchange to keep every filed plan, withdrawn ones included, for three years and publish it on the internet. The filing is public by design—that’s the point of the rule. Second, I confirmed that English DART lists this report type as a filter. I couldn’t confirm that each filing arrives with an English translation, so don’t count on one.

The FSC’s July 9, 2024, announcement said the duty applies to trades that settle after August 23, 2024, which is 30 days after the law took effect. Any plan you find filed after that is inside the rule’s scope.

2. Who has to file, and the foreign-fund boundary

The statute puts the duty on two groups of insiders: officers and major shareholders. The FSC’s description is the practical one. Officers are directors, auditors, and de facto officers, such as executives running the business. A major shareholder owns 10% or more of the voting shares or exercises real influence over key management decisions such as appointing officers. The instruments covered include common and preferred shares, convertible bonds, bonds with warrants, and related depositary receipts.

The duty runs in both directions. The statute covers sales, purchases, and other transactions, and the FSC’s own description of the size test refers to buying or selling. A plan can be a buy plan.

Then the carve-outs—the part of this rule that decides who can ignore it. Enforcement Decree Article 200-3(1), in force on October 3, 2026, excludes these filers, per the decree text:

• the state, the Bank of Korea, banks, insurers, securities firms, and the other financial institutions listed in Article 10 of the same decree,
• public bodies and statutory funds, collective investment vehicles, and the investment-purpose companies private equity funds use,
• the pooled-money vehicles described in FSCMA Article 6(5)(1), other than individual investment partnerships,
• the Korea SMEs and Startups Agency, and
• foreign persons “equivalent to” any of the above.

The FSC’s announcement explains the logic. Pension funds and similar financial investors have strong internal controls, a low chance of trading on undisclosed information, and a real risk of exposing their strategy—the reasons the FSC gave for leaving them out. The FSC added that foreign investors matching a domestic financial investor were excluded too—equal treatment, in its words.

If you run money, this is the part that matters, and the official texts leave it open. The decree doesn’t say what “equivalent” means, and neither does the FSC’s implementing notice. I found no published test and no list of foreign entity types. My reading, which is mine and not a regulator’s: an overseas pension plan, a regulated mutual fund, or a bank has an obvious domestic counterpart on the list. An overseas operating company has no obvious counterpart, because the list holds the state, public bodies, financial institutions, and funds, and no operating companies. Individuals aren’t on the list at all.

So for a foreign fund at 10% or more, the position is probably excluded if it’s the foreign twin of a listed category, uncertain if it isn’t, and not something to settle by assumption. Get a Korean law firm’s written view before the stake crosses 10%. One more limit: the exclusion is written into Article 173-3 and its decree provision. I didn’t check whether it reaches the other insider reports in section 8.

3. The trigger: one test, two ways to fail it

The statute exempts a plan whose size, added to the prior six months of trading, falls below a level the decree sets. The decree sets two limits, and the exemption needs both. Per Decree Article 200-3(5):

Test	Exempt only if	Counted over
Quantity	below 1% of the company’s total specific securities	the six months before the plan’s start date, plus the plan
Amount	below ₩5 billion (about $3.7 million)	the same six months of trades, plus the planned amount

Read that as an AND for the exemption—which makes it an OR for the duty. A plan for 0.4% of the shares worth ₩6 billion triggers the filing. So does a plan for 1.2% worth ₩3 billion. Only a plan under both lines escapes. The FSC’s July 9, 2024, announcement describes the exemption the same way, as it is available when both requirements are met.

Some summaries write the exemption as “below 1% or below ₩5 billion.” That reverses the rule. Discount any source that makes it.

The denominator needs care. The FSC notice counts quantity against total issued shares, including treasury shares, adjusted for non-share instruments that convert into shares. It isn’t the voting-share base used for the 5% report. And the amount isn’t one trade: it’s every trade in the six-month lookback, plus the plan.

4. Reading the filing, field by field

The decree and the FSC notice list what the report must contain. Treat these as the checklist; I haven’t opened the DART form itself, so I can’t tell you its exact layout.

Item	What it tells you
Purpose	Why the insider says they’re trading.
Issuer and instrument	Which company, and whether it’s common shares, preferred shares, or a convertible.
Method	How the trade will be done, such as on the exchange. This matters later, because a trading halt only counts as a withdrawal ground for on-exchange plans.
Price	An expected trade price, filed with the basis for that estimate, per the Financial Supervisory Service’s filing guide. I couldn’t confirm whether it’s a single number or a range.
Quantity and amount	The planned size. Compare it with the 1% and ₩5 billion lines—either one.
Holdings before and after	The insider’s position when the plan is filed and the expected position once it’s done. The gap is the real headline—what share of the stake is moving.
Trading period	At most 30 days, starting no sooner than 30 days after the filing.

Two timing rules shape the calendar. The plan has to be filed at least 30 days before the trading period starts, and the trading period itself can last up to 30 days. So there’s a gap of at least a month between the filing and the start of the trading period. The Financial Supervisory Service’s filing guide dates that start by the first scheduled settlement, not the trade date, so a trade executed shortly before the period opens can still fall inside the plan. The whole trade must be finished within 30 days of its start. Under the statute, an insider can’t file a second plan until the first plan’s trading period has ended.

If you’re tracking a stock, filter the issuer’s filings by this report type and read the holdings-before-and-after fields first. They tell you what fraction of a stake is moving.

5. A plan you can’t freely change

Most summaries skip this: the plan is binding. The statute says the filer must trade according to the plan, so it’s an obligation rather than a notice of intent. The only slack is that, where market conditions make it necessary, the filer can trade differently from the plan by an amount up to 30 percent of the planned trade amount, per the statute and Decree Article 200-3(6). The 30 percent is measured against transaction amount, not share quantity. The FSC said it set the tolerance at the maximum the statute allows.

If the filer wants out entirely, the statute allows withdrawal only on grounds the decree and the FSC notice list. Here they are, per Decree Article 200-3(7) and the FSC notice:

Withdrawal ground	Source
The filer dies	Decree
Rehabilitation or bankruptcy proceedings open against the filer	Decree
A corporate-restructuring joint-management or main-creditor-bank management procedure opens against the filer	Decree
The price moves more than 30% up or down from the closing price before the filing date	Decree, with the 30% range set by the FSC notice
The counterparty’s fault makes the trade impossible	FSC notice
A price slump forces a creditor to foreclose on pledged shares	FSC notice
The stock is delisted, or trading is halted (only if the plan was filed as an on-exchange trade)	FSC notice
Other cases the Securities and Futures Commission recognizes	FSC notice

For every ground except death, the filer has to submit a withdrawal report to the Commission and the Exchange by the next business day after the ground arises. If at least five business days separate the ground from the trading start, the deadline is the earlier of five business days after the ground and three business days before the start. The decree is silent on a deadline for the death case.

Notice that there are two different 30 percents here. One is the tolerance on the amount traded. The other is the price move that unlocks withdrawal. They answer different questions and don’t interact.

6. What a filing tells you, and what a missing one doesn’t

For a foreign investor, the filing carries two meanings.

An early signal about a large holder. A sale plan from a major shareholder gives you a size, a window and a price at least a month before the window opens. An ownership report filed after the trade can’t give you that. The FSC’s stated aim was to put information about insider stake changes in front of ordinary investors early, to reduce the shock from unexpected large sales. Use the holdings-before-and-after fields to judge scale, and the purpose field to see the filer’s stated reason. But a stated purpose is still the filer’s account, and a sale doesn’t prove a bad outlook. A founder might be funding something unrelated to the business.

If the seller is a controlling family, how that stake is held matters as much as the plan. Our chaebol governance guide covers the structures behind those stakes.

A test of your own position. If you or a client hold close to 10%, the rule becomes yours. That’s the foreign-fund question from section 2.

The other half of the signal is what an absent filing proves. Not much. Decree Article 200-3(2) lists transactions outside the duty, and several are exactly how large insider stakes change hands:

• acquisition by inheritance or share dividend,
• acquisition of newly issued securities,
• acquisition through a tender offer, or responding to one,
• a share transfer agreement that comes with a change of the largest shareholder,
• a creditor’s foreclosure on pledged shares,
• transactions tied to a merger, spin-off or comprehensive share exchange, and
• a major shareholder’s sale to fund an approved installment payment of inheritance tax.

The FSC notice adds a few more, such as shares received as awards or retirement pay, and acquisitions by exercising rights the insider already holds. So a large stake can change hands with no plan on DART, and a small one can too, as long as the trades stay below 1% and below ₩5 billion across the six-month lookback.

7. Sanctions

The penalty is an administrative surcharge, set in FSCMA Article 429(5). The FSC “may” impose it, up to 2/10,000 (0.02%) of the company’s market capitalization, and never more than ₩2 billion (about $1.5 million). The statute names five violations:

1. a false or misleading entry, or a missing material item, in the plan,
2. trading without filing a plan,
3. filing a new plan before the old plan’s trading period has ended,
4. not trading according to the plan, and
5. withdrawing in breach of the rules.

Three details change how you read that. First, the ceiling scales with the company. Decree Article 379(6) measures market capitalization using a closing price on a date set by the type of violation, and it deems any market cap under ₩100 billion (about $74 million) to be ₩100 billion, a floor on the base. So the ceiling is never below ₩20 million (about $15,000). For a company worth ₩1 trillion (about $745 million), it’s ₩200 million (about $149,000). The ₩2 billion cap only binds at ₩10 trillion (about $7.4 billion) of market value.

Second, the ceiling isn’t the fine. The FSC said the decree lets it set different amounts depending on market cap, trade value and how serious the violation was. I found no published enforcement decision, so I can’t tell you what the first cases look like.

Third, the clock. The FSC can’t impose a surcharge more than five years after the violation. On criminal exposure, I searched the current statute for provisions that cite Article 173-3 and found only the surcharge article. That is a negative result, so confirm it with counsel before relying on it.

8. Where this sits next to the 5% and ownership reports

Three filings can touch the same shareholder, and they answer different questions.

Filing	Trigger	Timing
Trading plan report (this guide)	An officer or major shareholder plans a trade at or above the size test	At least 30 days before the trade
Ownership report, FSCMA Article 173	Becoming an officer or major shareholder, and later changes	Within five business days after the event
5% large-holding report, FSCMA Article 147	Holding 5% or more, then 1% moves	Five days after crossing 5%, with later deadlines that depend on holding purpose

The first is forward-looking and the other two are backward-looking. Our disclosure system hub maps all three. The 5% report’s trigger is a stake percentage, while this report’s trigger is a trade size, so a holder can owe one without the other.

9. What filers and readers get wrong

The threshold is OR. The exemption needs both lines cleared. The duty needs only one crossed. An agent that says “below 1% or ₩5 billion” has the rule backwards.

Is a foreign fund exempt? Not necessarily. The decree excludes foreigners “equivalent to” the listed domestic categories and says nothing about what that means. A foreign pension plan or mutual fund is a closer call than an operating company or a personal vehicle. Don’t settle it by analogy. A wrong guess means a missed filing.

No plan on DART doesn’t mean no selling. Inheritance, a change-of-control transfer, foreclosure, a tender offer, and trades under both thresholds never appear on DART as a plan. Check the ownership reports for the trades themselves.

The plan is not a wish list. The filer is obliged to trade, within a 30 percent amount tolerance, or withdraw on a listed ground. A filed sale is a near-scheduled event, and the schedule is public. A price move of more than 30% either way from the pre-filing close is one of the grounds that can cancel it, so check the price against that line.

10. Frequently asked questions

Does the rule cover purchases? Yes. The statute covers sales, purchases and other transactions. The size test counts both directions together.

Is the plan public? Yes. The Securities and Futures Commission and the Korea Exchange must keep each plan, withdrawn ones included, for three years and publish it online. I haven’t confirmed which exact pages each one uses beyond English DART’s report filter.

How early can I see a plan? The rule sets a latest filing date, 30 days before the trading period starts. I found no earliest date, so a plan can appear earlier than that.

Does a foreign fund holding 10% or more have to file? Not if it counts as “equivalent” to an excluded domestic financial investor. The decree doesn’t define the term and I found no regulator list, so ask a Korean lawyer about a specific fund rather than infer the answer.

Have the rules changed since 2024? I checked the current statute, decree and FSC notice texts on October 3, 2026. The statute and decree provisions carry their 2024 enactment dates with no later amendment marks, and the notice provisions do too. One cross-referenced list, Decree Article 10(3), shows a September 23, 2025 amendment mark that I didn’t compare against the earlier version.

Disclaimer: This article is for general informational purposes only and does not constitute investment, legal, or tax advice. Thresholds, deadlines and exemptions described here reflect Korean statute, decree and Financial Services Commission notice texts as of October 3, 2026, and may change. Whether a particular foreign investor is excluded from the filing duty is a legal question we don’t resolve here. Confirm current requirements with the Financial Supervisory Service, the Financial Services Commission, the Korea Exchange, or a licensed Korean legal adviser before you trade or file. Seoul Market Brief does not recommend any security, fund or transaction.

Last updated: October 7, 2026