[jumhyn]

Right, the SEC’s guidance[1] on this specifies that merely trading on MNPI alone is not enough:

> Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, on the basis of material, nonpublic information about the security.

If you have no fiduciary duty or other relationship of trust and confidence, it’s not insider trading. So to my understanding, if you, say, overheard two execs chatting about this in an airport lounge you’d be free to trade on it.

Note: this only applies to the US! Different countries may define things differently.

[1]: https://www.investor.gov/introduction-investing/investing-ba...