Rule 10b-5 — Employment of Manipulative and Deceptive Devices

It is unlawful for any person, in connection with the purchase or sale of any security, to employ any device, scheme, or artifice to defraud; to make any untrue statement of a material fact or to omit to state a material fact necessary to make statements not misleading; or to engage in any act, practice, or course of business which operates as a fraud or deceit.

This rule is the primary basis for SEC enforcement against insider trading and securities fraud, applying to all securities transactions regardless of whether the securities are registered.