Can you be personally fined for passing on inside information?

In December 2021, the interim chief financial officer of a small listed company knew something the market did not. His company, which placed advertising inside video games, was close to a deal with a large publisher. The announcement had not been made.

He told an acquaintance. Then he opened a trading account in that person’s name and, with their help, bought 1.3 million shares before the news went out. When the deal was announced, the share price rose by more than 125 per cent. The acquaintance made a little over GBP 9,000.

In February 2026 the UK regulator fined the two of them a combined GBP 108,731. That figure already includes a 30 per cent discount for settling. The company was not fined. The two individuals were.

The profit was around GBP 9,000. The penalty was roughly twelve times that, and it landed on two personal balance sheets.

The offence started before anyone traded

Most people in a regulated firm understand insider dealing as trading on information you should not have. That is one part of the rule. Article 14 of the UK Market Abuse Regulation prohibits three things:

• Dealing, or attempting to deal, on inside information
• Recommending or inducing another person to deal
• Unlawfully disclosing inside information

The third one is the one that gets missed, and it is the one that happened first in this case. The moment the CFO told someone about the unannounced deal, the offence was complete. Everything after that, the account, the 1.3 million shares, the profit, was aggravation.

This matters operationally. Unlawful disclosure requires no trade, no profit, and no intention to benefit. A person who tells a friend about an unannounced deal and never touches a share has still breached Article 14. There is no threshold below which a disclosure is too small to count.

Why the disclosure does not feel like one

Nobody involved in a case like this sets out to commit market abuse. The disclosure feels like something else at the moment it is written.

It feels like context. You are explaining why you seem distracted, or why a deadline moved, or why the quarter will look different. The commercially sensitive fact arrives as background to an ordinary explanation.

It feels like trust. A secrecy marker attached to the sentence reads to the writer as a safeguard. “Between us” and “before it’s public” feel like they contain the information. In an enforcement notice they do the opposite: they establish that the writer knew the information was not public.

It feels like seniority. A CFO, a head of corporate development, a general counsel, all handle inside information as routine work. Handling it constantly is what makes the boundary invisible.

What actually makes a disclosure unlawful

Four questions decide it. A disclosure is unlawful when the first three are yes and the fourth is no.

Question	What it turns on
Is the information precise?	Specific enough to draw a conclusion about a likely price effect. “Something big is coming” can qualify if the surrounding facts make it specific.
Is it not yet public?	Public means properly disclosed to the market. Known inside the company, or to advisers, or to a handful of counterparties, is not public.
Would a reasonable investor likely use it?	The test is whether it would form part of an investment decision, not whether it in fact moved the price.
Is the disclosure in the normal exercise of employment, profession or duties?	This is the only gateway. Telling your auditor passes. Telling a friend, a spouse, or a contact who has no role in the matter does not.

That fourth row carries the weight. It is a narrow gateway, and it is about the recipient’s role rather than the sender’s intention. The same sentence sent to two different people produces two different legal outcomes, which is the reason this risk cannot be managed by scanning content alone.

Personal liability changes the calculation

Firm-level fines are absorbed by the firm. A compliance officer arguing for a control usually has to argue in terms of corporate exposure, which competes with every other corporate priority.

A case where two individuals pay GBP 108,731 between them makes a different argument, and it makes it to a different audience. The people writing these messages are the ones who carry the consequence. That reframing tends to land in a way that another training module does not.

It also explains a pattern in enforcement over the past few years. Regulators have been willing to pursue individuals for conduct that sits inside a single message, including senior finance staff at small companies who are not obvious enforcement targets.

Two details in this case are worth carrying into a briefing. The penalty survived a 30 per cent settlement discount and still came to six figures across two people. And the disgorgement element meant the profit was returned on top of the fine, so the trade produced a net loss before the reputational consequence is counted at all.

What “not yet public” actually means

The second row of the table is where people most often assume they are safe. Information feels public once enough people know it, and that instinct is wrong.

Public means disclosed to the market through the proper channel. Until the announcement is made, information stays inside the regime even when it is known to the board, the advisers, the counterparty’s deal team, and everyone copied on the thread. A widely known unannounced fact is still inside information, and a large circle of people who already know it does not create a defence for adding one more.

The practical version of this for a briefing: the number of people who know is not the test. The channel it was released through is.

The three moments to catch

Working backwards from cases of this shape, the disclosure almost always appears in one of three places:

1. The explanation. Someone asks why a timeline slipped or why you are unavailable, and the honest answer contains the unannounced fact. The tell is a reason that is more specific than the question required.
2. The warm heads-up. A relationship contact is told something early as a courtesy, framed as helping them prepare. The tell is a timing marker: “before it’s public”, “still under embargo”, “ahead of the announcement”.
3. The forwarded thread. A message is forwarded for one reason and the history underneath it carries the deal, the numbers, or the board discussion. The tell is that there is no tell, because nobody wrote the sensitive sentence in this message at all.

Secrecy markers deserve their own note. “Just between us” and “keep this to yourself” feel protective to the person typing them. In a final notice they are the opposite of protective, because they evidence that the writer understood the information was not yet public. A phrase intended as a safeguard becomes the paragraph that establishes knowledge.

These cases are provable because the message exists

Enforcement on unlawful disclosure depends on a written record. A conversation in a corridor is difficult to establish. A message is not.

That cuts both ways, and it is worth being clear about which way it cuts for you. The written record is what allows a regulator to reconstruct who knew what and when, years later, from material the firm itself retained and produced. It is also the reason a control placed at the moment of writing can work at all. The same property that makes the disclosure prosecutable makes it catchable.

Firms tend to invest heavily in the retention side of that equation, because retention is what recordkeeping rules require. Retention preserves the evidence. It does nothing about whether the sentence should have been written.

Where a pre-send check fits

The unlawful disclosure and the trade are separated by hours or days. The disclosure is the earlier moment, it is written down, and it is the point where an intervention still costs nothing.

A check that reads the draft before it leaves looks for the combination that matters here: a non-public commercially sensitive fact, a secrecy or timing marker, and a recipient outside the circle with a legitimate reason to know. Our pre-send check flags that combination at phrase level and shows the writer what is exposed before the message goes.

It complements surveillance rather than replacing it. Surveillance finds the message after it was sent. On an Article 14 disclosure, by then the offence is already complete.

The takeaway

Brief the people who routinely hold inside information on the disclosure limb specifically, not only on dealing. The question to give them is the fourth row of the table above: does this recipient have a role in this matter that requires them to know. If the answer needs an explanation, the sentence should not be sent. For the wording patterns that carry this risk, see our guide to the everyday phrases that cross the line.