Guidance on ​“Insider” and ​“Significant Shareholder” Order Markers

1. Background

1.1 Purpose of the “insider” or “significant shareholder” order markers

Rule 6.2 of UMIR requires that an order entered on a marketplace for the account of a person who is an “insider”3 or a “significant shareholder,”4 must be clearly identified using specific markers: “IA” for insiders and “SS” for significant shareholders. The “IA” and “SS” markers were implemented to help CIRO monitor trading activity on Canadian marketplaces. These markers help securities regulators identify potential violations of securities laws, specifically related to insider trading.

1.2 Evolution of the “insider” and “significant shareholder” order markers Guidance

Since the introduction of the “IA” or “SS” order markers, CIRO has updated its guidance to help Participants meet their order marking obligations. Initially, “IA” or “SS” order markers were interpreted to apply to all “insider” orders. Subsequent guidance5 narrowed this interpretation, stating that only orders made from “reporting insiders”, who are required to report their transaction under NI 55-104, should be marked, unless the transaction was exempt from reporting requirements under securities legislation. As such, Guidance Note 10-0121 – Guidance on Insider and “Significant Shareholder” Markers tied the use of the “IA” order marker to the requirements of NI 55-1046.

Despite this, some Participants continued to mark all orders from statutory insiders, regardless of whether the trade needed to be reported under securities legislation. After consulting the Canadian Securities Administrators (CSA), CIRO confirmed that insider order marking may be broader than insider reporting requirements. This broader approach helps regulators detect potential insider trading more effectively7.

In 2011, CIRO proposed an alternative method that allowed Participants to mark all orders from statutory insiders, even if the trade was not subject to reporting. Participants were given the option to either mark only reporting insiders or to mark all statutory insiders, as long as they applied their chosen method consistently.

This dual approach has worked well in practice, allowing flexibility without requiring system changes or added costs. As a result, CIRO formally adopted this method in 20158, confirming that Participants may mark orders from statutory insiders even if the trade does not trigger insider reporting obligations.

1.3 Compliance with “insider” or “significant shareholder” order marking

A Participant may comply with the insider marking obligation in one of two ways:

• marking only orders from a “reporting insider”9, unless the trade qualifies for a reporting exemption. Under this method, the “IA” marker is tied to the reporting obligations set out in NI 55-104; or
• marking all orders entered for a “statutory insider”, regardless of whether the trade must be reported under securities laws or qualifies for an exemption

provided that the Participant is consistent in its approach to the marking of orders.

If a Participant normally marks all trades for statutory insiders, but an institutional client only considers trades that are not exempt from insider reporting rules, the Participant can follow the client’s approach for that client. This means the Participant can rely on the client to decide which trades need insider marking and apply the marking only to those trades— so long as the client uses this approach consistently.

2. Questions and Answers

The following is a list of the most frequently asked questions regarding the UMIR obligations relating to the use of “insider” or “significant shareholder” order markers and CIRO’s response to each question:

1. Must every order entered on a marketplace for an “insider” of the particular security contain an “insider” or a “significant shareholder” order marker?

This depends on which approach the Participant follows:

• If the Participant’s procedures rely on “reporting issuers”:
  • all orders from “reporting insiders”, as defined in NI 55-104, must be marked and only if the trade is not exempt from insider reporting requirements. To establish whether a particular transaction is exempt from insider reporting obligations, Participants should refer to applicable regulations, including:
    • NI 55-104, which outlines exemptions for automatic securities purchase plans, such as employee stock purchase plans and dividend reinvestment plans, and certain issuer events such as stock splits; and
    • NI 62-103, which provides exemptions for certain “eligible institutional investors” and others under specific conditions;
• If the Participant’s procedures rely on statutory insiders:
  • all orders placed for statutory insiders must be marked as “insiders” regardless of whether the trade is exempt from reporting under securities laws. A person is considered an insider if they meet the definition under the securities legislation of the jurisdiction in which the person resides or the securities legislation governing the marketplace where the order is entered.

Whichever approach chosen by a Participant must be applied consistently. If a Participant normally marks all trades for statutory insiders, but an institutional client only considers trades that are not exempt from insider reporting rules, the Participant can follow the client’s approach for that client. This means the Participant can rely on the client to decide which trades need insider marking and apply the marking only to those trades—so long as the client uses this approach consistently.

2. May a Participant rely on “know your client” information when establishing whether an order must contain an “insider” or a “significant shareholder” order marker?

Yes, a Participant may rely on the “know your client” information which the Participant has collected from the account holder, provided such information is reviewed regularly in line with CIRO’s rules. When acting for an institutional client, a Participant will not be expected to inquire, prior to accepting or executing an order, whether the institutional client is an insider or significant shareholder. However, if the Participant has actual knowledge that a client, including an institutional client, is an insider or significant shareholder (for example, through the Participant’s monitoring of news releases required under “early warning” requirements), the Participant must ensure the client’s orders are properly marked with the appropriate marker.

3. Does it matter how an order is marked if the reporting insider fits into more than one of the categories requiring an “insider” or a “significant shareholder” order marker?

Yes. A person who is an “insider” is considered a significant shareholder if they own, directly or indirectly, alone or with others, more than 20 per cent of an issuer’s voting shares. If a person qualifies as both an insider and a significant shareholder, the order must be marked using the most restrictive designation, being the “SS” designation.

4. Must an order contain an “insider” or a “significant shareholder” order marker if it is for the account of a person who is exempt under the applicable securities regulation from aggregating its holdings for the purposes of “early warning requirements” or “control block distributions”?

Not necessarily. For example, if a person holds securities across different business units and has received regulatory relief from aggregating those holdings for the purpose of assessing whether a transaction constitutes a “control block distribution” or triggers “early warning requirements” under the applicable securities legislation, then an “insider” or a “significant shareholder” order marker may not be required, provided the individual is also exempt from insider reporting obligations. To establish whether a person is granted relief from the aggregation requirement, reference should be made to Part 5 of NI 62-103. To determine if a particular transaction is exempt from insider reporting requirements, reference must be made to the applicable securities legislation, including Part 9 of NI 62-103.

5. Should an order for the account of a spouse of, or other persons related to, a reporting insider contain an “insider” or a “significant shareholder” order marker?

Not necessarily. The order should only contain the appropriate designation if the reporting insider has “control or direction” over the securities in the account of the spouse or related person. Reference should be made to the Companion Policy to NI 55-104 for guidance as to when a reporting insider is considered to have “control and direction” over securities.

6. Can an order marked as “insider” or a “significant shareholder” be grouped together with orders for persons who are not reporting insiders or a significant shareholder?

Yes. Under Part 7 of NI 55-104, an issuer is subject to an alternative reporting requirement when acquiring securities of its own issue under a normal course issuer bid (NCIB). The issuer must file an insider report disclosing each acquisition within 10 days following the month end in which the acquisition occurred. As such, orders entered onto a marketplace for the account of the issuer under a NCIB must be marked with the “IA” order marker.

Additionally, under securities legislation, a reporting issuer becomes an insider of itself if it “has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security”. In certain jurisdictions, this status may also apply when securities are acquired and held through an affiliate due to rules deeming beneficial ownership through affiliate entities. Accordingly, orders entered onto a marketplace by a reporting issuer under a NCIB must be marked with the “insider” designation, as they are entered on behalf of an insider10.

7. May an order which must contain an “insider” or a “significant shareholder” order marker be grouped together with orders for persons who are not reporting insiders?

Yes. From the perspective of facilitating an accurate audit trail as required by Rule 10.11 of UMIR, CIRO generally discourages the grouping of such orders. Nonetheless, if a Participant or Access Person enters a grouped order on a marketplace, the entire grouped order must be marked with the most “restrictive” applicable designation. In the case of orders for an “insider” or “significant shareholder” that are grouped together with orders that do not require a “IA” or a “SS” order marker, the entire order is to be marked “insider” or “significant shareholder” as appropriate. The obligation to mark a grouped order with the most restrictive applicable designation ensures that orders are not intentionally grouped together to avoid marking an order with the applicable marker.

Where a Participant or Access Person has entered a grouped order with an “IA” or “SS" marker that has executed in whole or in part, and the full execution was not attributable to insiders or significant shareholders, a Regulatory Marker Correction System (RMCS) report must be filed with CIRO. This filing is required to “unbundle” the executed volume and identify which portion of the order was incorrectly marked as “insider” or “significant shareholder”. The correction ensures that only the appropriate volume is reported with the “insider” or “significant shareholder” designation, and the remainder is accurately reflected as not subject to that designation. For examples, see GN-URPart6-26-0003 - Marker Corrections and Use of the Regulatory Marker Correction System (February 23, 2026). The RMCS report should be filed as soon as practicable after the execution of the trade and, in any case, by the later of 5:00 p.m. and 15 minutes following the close of trading on the marketplace on which the trade was executed11.

8. Is there a requirement to mark an order by an issuer to purchase securities of the issuer for a “non-independent” employee stock purchase plan or other similar plan”?

Yes. Under applicable provisions of listing exchanges’ rules and policies12, a trustee or other purchasing agent (the “Plan Trustee”) for a plan involving employees or shareholders of a listed company, is considered to be making an offer to acquire securities on behalf of the listed issuer if the Plan Trustee is deemed to be “non-independent”. Examples of such plans may include pensions or stock purchase plans.

A Plan Trustee is considered to be “non-independent” if the issuer, directly or indirectly, has control over the time, price, amount or manner of purchases, or the choice of the broker through which the purchases are to be made. In such cases, an order entered onto a marketplace for the account of the issuer must contain the “insider” marker”.

A Plan Trustee is deemed to be “independent” under applicable exchange rules and policies when the issuer does not exercise discretion over individual investment decisions made under a plan or when acquisitions are governed by predetermined formula or objective criteria explicitly outlined in a plan document. In such cases, the “insider” or “significant shareholder” order marker is not required.

3. Applicable Rules

UMIR Rules this Guidance Note relates to:

• UMIR 1.1
• UMIR 6.2
• UMIR 10.11

4. Previous Guidance Notes

This Guidance Note replaces the following:

• Guidance Note 10-0121 - Guidance on “Insider” and “Significant Shareholder” Markers (April 28, 2010).
• Guidance Note 15-0135 - Alternative Guidance on “Insider” Order Marking (June 24, 2015).

5. Related Documents

This Guidance Note is related to the following Guidance Notes:

GN-URPart6-26-0003 - Marker Corrections and Use of the Regulatory Marker Correction System (February 23, 2026)

• 3Rule 1.1 of UMIR defines the term “insider” as a person who is an insider of an issuer for the purpose of applicable securities legislation. For further clarification, reference must be made to the securities legislation of every jurisdiction in which the issuer is a reporting issuer or equivalent.
• 4Rule 1.1 of UMIR defines the term “significant shareholder” as a person who holds separately, or in combination with any other persons, more than 20 per cent of the outstanding voting securities of an issuer.
• 5See Market Integrity Notice 2006-014 and Market Integrity Notice 2007-016, op.cit., which were repealed by IIROC Notice 10-0121.
• 6Guidance Note 10-0121 – Guidance on Insider and “Significant Shareholder” Markers (April 28, 2010) was also intended to align with the production of publicly disseminated daily reports of insider trades for the accounts of insiders of each listed issuer on the TSX and TSXV, consolidated on a per-security basis (as ordered by the Ontario, Alberta and British Columbia Securities Commissions in September, 2006). These reports were designed to provide public disclosure in a timely manner of the views of an issuer’s core group of insiders (having insider reporting obligations), with information publicly available on the System for Electronic Disclosure by Insiders (“SEDI”).
• 7CIRO also acknowledged that any potential “over-marking” of trades with the “IA” designation will not compromise CIRO’s ability to effectively monitor insider trading and is consistent with the broad supervision obligations and liability provisions imposed with respect to trading by statutory insiders and not just reporting insiders.
• 8See Guidance Note 15-0135 – Alternative Guidance on “Insider” Order Marking (June 24, 2015).
• 9See s. 1.1 of NI 55-104. Generally, a person or company would be considered to be a “reporting insider” under NI 55-104 if the person or company is: the CEO, CFO, COO and the directors of the reporting issuer, a significant shareholder of the reporting issuer or a major subsidiary of the reporting issuer;
  • a person or company that is responsible for a principal business unit or function of the reporting issuer;
  • a person or company that performs functions similar to those described above;
  • a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or any combination of beneficial ownership and control or direction, of more than 10 per cent of the voting rights in an issuer’s securities; and
  • any other insider who has both access to undisclosed material information and can exercise “significant power or influence” over the business, operations, capital or development of the reporting issuer. 
  In the Companion Policy to NI 55-104, the CSA states that the determination as to whether a person is a “reporting insider” by virtue of both access to undisclosed material information and an ability to exercise “significant power or influence” over the business, operations, capital or development of the reporting issuer requires the exercise of reasonable judgement as to whether the insider exercises, or has the ability to exercise, influence over the reporting issuer which is comparable to the influence exercised by the other categories included within the definition of “reporting insider”.
• 10TSX Rule 4-403(1)(f) requires Participating Organizations to mark each order entered on the Exchange with a designation acceptable to the Exchange if the order is for the account of an issuer that is purchasing pursuant to a normal course issuer bid. Reference should also be made to TSX Rule 6-501 and TSXV Policy 5.6 for applicable procedures and policies respecting normal course issuer bids, including circumstances when a trustee or other purchasing agent (“Plan Trustee”) for a pension, stock purchase, stock option, dividend reinvestment or other plan in which employees or security holders of a listed issuer may participate, is deemed to be making an offer to acquire securities on behalf of the listed issuer where the trustee is deemed to be “non-independent” and is subject to certain Exchange normal course issuer bid rules. In those circumstances, the orders of the Plan Trustee entered onto a marketplace for the account of the issuer must contain the order marker for an “insider”. See also CBOE Canada’s normal course issuer bid procedures, which will apply to all purchases of securities listed on CBOE Canada by a Plan Trustee in the circumstances described in s. 7.19(1)(b) of the Listing Manual. Orders of a Plan Trustee to which the CBOE Canada’s normal course issuer bid procedures apply that are entered onto a marketplace for the account of the issuer, must contain the order marker for an “insider”.
• 11See CIRO GN-URPart6-26-0003 – Guidance Note – UMIR - Marker Corrections and Use of the Regulatory Marker Correction System (February 23, 2026).
• 12Reference should be made to TSX Rule 6-501 and TSXV Policy 5.6 for applicable procedures and policies.