Material Non-Public Information
Information about a company that has not been publicly disclosed and would likely influence an investor's decision to buy or sell the company's securities.
Definition
Material non-public information (MNPI) is any information about a company that (1) has not been publicly disclosed through proper channels and (2) would reasonably be expected to influence an investor's decision to buy, sell, or hold the company's securities. Examples include unannounced earnings results, pending mergers or acquisitions, executive departures, significant contract wins or losses, and regulatory actions.
For communications professionals working in investor relations, MNPI represents the most critical compliance boundary. Sharing MNPI with anyone outside the authorized circle — even inadvertently during casual conversation — can constitute a securities law violation, expose the company to SEC enforcement action, and create insider trading liability for anyone who trades on the information.
Why It Matters
Communications professionals working in investor relations operate in close proximity to MNPI every day. They help draft earnings announcements before public release, coordinate communications strategy around unannounced transactions, and prepare executives for investor meetings where probing questions may seek material information.
Understanding what constitutes MNPI — and maintaining rigorous protocols to prevent its disclosure — is the foundational compliance responsibility of any professional working in investor communications. Every investor meeting, conference presentation, and stakeholder conversation must be evaluated through the lens of: does any of this information qualify as material and non-public? If the answer is yes or uncertain, the information cannot be shared. Robust MNPI training, insider trading policies, and information barriers are essential components of any IR program.
Examples in Practice
An IR professional is preparing investor materials for an upcoming earnings release. Until the results are publicly announced, all financial figures are MNPI. The IR team must ensure that no external stakeholder — investor, analyst, or otherwise — receives this information before the official release time, even if pressured for a preview.
An institutional investor on a call with the IR team asks whether the company is exploring a potential acquisition mentioned in market rumors. Even if the company is in active discussions, the IR professional must decline to confirm or deny, as the existence of M&A discussions is typically MNPI until publicly announced. The IR professional redirects the conversation to publicly available strategic priorities.