Cite as: 532 U. S. 588 (2001)
Opinion of the Court
such rules and regulations as the [SEC] may prescribe." 15 U. S. C. § 78j.
Pursuant to this provision, the SEC has promulgated Rule 10b-5. That Rule forbids the use, "in connection with the purchase or sale of any security," of (1) "any device, scheme, or artifice to defraud"; (2) "any untrue statement of a material fact"; (3) the omission of "a material fact necessary in order to make the statements made . . . not misleading"; or (4) any other "act, practice, or course of business" that "operates . . . as a fraud or deceit." 17 CFR § 240.10b-5 (2000).
To succeed in a Rule 10b-5 suit, a private plaintiff must show that the defendant used, in connection with the purchase or sale of a security, one of the four kinds of manipulative or deceptive devices to which the Rule refers, and must also satisfy certain other requirements not at issue here. See, e. g., 15 U. S. C. § 78j (requiring the "use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange"); Ernst & Ernst v. Hochfelder, 425 U. S. 185, 193 (1976) (requiring sci-enter, meaning "intent to deceive, manipulate, or defraud"); Basic Inc. v. Levinson, 485 U. S. 224, 231-232 (1988) (requiring that any misrepresentation be material); id., at 243 (requiring that the plaintiff sustain damages through reliance on the misrepresentation).
In deciding whether the Rule covers the circumstances present here, we must assume that the "security" at issue is not the cable system stock, but the option to purchase that stock. That is because the Court of Appeals found that Wharf conceded this point. 210 F. 3d, at 1221 ("Wharf does not contest on appeal the classification of the option as a security"). That concession is consistent with the language of the Securities Exchange Act, which defines "security" to include both "any . . . option . . . on any security" and "any . . . right to . . . purchase" stock. 15 U. S. C. § 78c(a)(10) (1994 ed., Supp. V); see also Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 751 (1975) ("[H]olders of . . . options,
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