Glossary term
Material Non-Public Information (MNPI)
Material non-public information is important information about a company or security that has not been broadly disclosed to the market.
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What Is Material Non-Public Information?
Material non-public information, often shortened to MNPI, is important information about a company, security, transaction, or market event that has not been broadly disclosed to investors. Information is material when a reasonable investor would likely consider it important in making an investment decision or when it could affect a security's price.
MNPI sits at the center of insider-trading rules because markets depend on fair access to meaningful information. Trading while aware of MNPI, or tipping it to someone else who trades, can create legal, compliance, and reputational risk.
Key Takeaways
- MNPI is important information that has not yet been made public.
- It can involve earnings, mergers, product developments, regulatory actions, financing plans, or major contracts.
- Public-company insiders, advisers, employees, vendors, and consultants may all encounter MNPI.
- Possessing MNPI can restrict trading and information sharing.
- Information barriers, restricted lists, and trading windows help firms control MNPI risk.
How MNPI Works
Information can be non-public even if several people know it. The key question is whether it has been broadly disseminated in a way that gives the market a reasonable chance to absorb it. A private conversation, draft filing, board deck, confidential data room, or internal earnings report is not the same as public disclosure.
Information can also be material without being dramatic. A pending acquisition, unreleased earnings result, major customer loss, cybersecurity incident, drug-trial result, regulatory decision, financing need, or executive departure may all be material depending on the facts.
MNPI can also exist outside the issuer's own walls. A banker, lawyer, auditor, printer, consultant, vendor, or family member may learn confidential information through a relationship of trust. The risk follows the information, not just the person's job title.
Where MNPI Commonly Appears
Setting | Potential MNPI |
|---|---|
Corporate earnings process | Unreleased revenue, margins, guidance, or impairment information. |
Mergers and acquisitions | Confidential deal talks, bids, financing, or board approvals. |
Capital markets work | Unannounced offerings, buybacks, restructurings, or debt transactions. |
Operations and legal matters | Major contracts, litigation, regulatory decisions, or cyber incidents. |
Advisory or vendor role | Information learned while serving a public company client. |
Trading and Compliance Context
People with MNPI may be subject to blackout periods, trading restrictions, preclearance rules, confidentiality obligations, and internal reporting requirements. Public companies and financial firms often use restricted lists, watch lists, information barriers, and written policies to reduce the risk that MNPI is misused.
MNPI is not limited to executives. Employees, lawyers, accountants, bankers, consultants, board members, vendors, family members, and friends can all become part of an insider-trading problem if confidential information is misused.
The Bottom Line
Material non-public information is market-moving information that has not yet reached the public market. When someone has MNPI, the safest assumption is that trading and sharing are restricted until the information is properly disclosed and absorbed.