Share Repurchase Disclosure Modernization

May 24, 2023

On May 3, 2023, the SEC adopted amendments to an issuer’s repurchase program and its share repurchases, requiring the filing of daily quantitative repurchase data either quarterly or semi-annually. Amendments also include the removal of filing monthly repurchase data in periodic reports, updating current requirements, and tagging certain disclosures with inline XBRL (“iXBRL”). These amendments are designed to increase transparency with regard to the efficiency, purpose, and impacts of an issuer’s share repurchases. 

Affected Rules/Forms Include 

• Regulation S-K 
• Regulation S-T 
• Securities Exchange Act of 1934 

• Form F-SR 
• Form 20-F 

• Form 10-Q 
• Form 10-K 
• Form N-CSR 

Amendments Require 

• Corporate issuers that file on domestic forms to disclose daily quantitative repurchase data at the end of every quarter in an exhibit to their Form 10-Q and Form 10K (for an issuer’s fourth fiscal quarter). 
• Listed closed-end funds to disclose daily quantitative repurchase data in their annual and semi-annual reports on Form N-CSR. 
• Foreign private issuers reporting on the FPI forms to disclose daily quantitative repurchase data at the end of every quarter in the new Form F-SR, which will be due 45 days after the end of an FPI’s fiscal quarter. 
• Issuers to include a checkbox above its tabular disclosures indicating whether certain officers and directors purchased or sold shares or other units of the class of the issuer’s equity securities that are the subject of an issuer share repurchase plan or program before or after the announcement of an issuer repurchase plan or program. 
  • Must be checked if the trades occur within four business days before or after the repurchase announcement. 
  • For domestic corporate issuers and listed closed-end funds, this applies to any officer or director subject to Exchange Act Section 16(a) reporting requirements. 
  • For foreign private issuers, this applies to any director or member of senior management who would be identified pursuant to Item 1 of Form 20-F. 

• Tabular disclosure including, for each day: 
  • The class of shares
  • Average price paid per share 
  • Total number of shares purchased, including as part of a publicly announced plan 
  • Aggregate maximum number of shares (or approximate dollar value) that may yet be purchased under a publicly announced plan 
  • Total number of shares purchased on the open market 
  • Total number of shares purchased that are intended to qualify for the safe harbor in Rule 10b-19 and separately the total number of shares purchased pursuant to a plan that is intended to satisfy the affirmative defense conditions of rule 10b5-1(c) 

• For Item 703 of Regulation S-K, Form 20-F, and Form N-CSR: 
  • Disclosure of objectives or rationales for an issuer’s share repurchases and the process or criteria used to determine the amount of repurchases. 
  • Disclosure of any policies and procedures relating to purchases and sales of an issuer’s securities during a repurchase program by its officers and directors, including any restrictions on transactions. 
  • Disclosure of the number of shares (or units) purchased and the nature of the transaction, with certain disclosures for publicly announced repurchase plans or programs, including: 
    • The date each plan or program was announced 
    • The dollar amount (or share or unit amount) approved 
    • The expiration date (if any) of each plan or program 
    • Each plan or program that has expired during the period covered by the table 
    • Each plan or program an issuer has determined to terminate prior to expiration, or under which an issuer does not intend to make further purchases 

• For Forms 10-Q and 10-K (for an issuer’s fourth fiscal quarter), a new Item 408(d) that includes disclosing an issuer’s adoption and termination of Rule 10b5-1 trading arrangements. This information is required to be tagged using iXBRL. 
• For information disclosed pursuant to Items 601 and 703 of Regulation S-K, Item 16(e) of Form 20-F, Item 14 of Form N-CSR, and Form F-SR, iXBRL tagging is required. 

Amendments Remove 

• Requirements in Item 703 of Regulation S-K, Item 16(e) of Form 20-F, and Item 14 of Form N-CSR to disclose monthly repurchase data in periodic reports. 

Compliance Dates 

• Foreign Private Issuers: Comply with amendments in new Form F-SR beginning with the first full fiscal quarter covered that starts on or after April 1, 2024. Form 20-F disclosure and iXBRL tagging required to comply after the first Form F-SR has been filed.
• Listed Closed-End Funds: Comply with amendments in Exchange Act periodic reports beginning with the Form N-CSR that covers the first six-month period beginning on or after January 1, 2024.
• All Other Issuers: Comply with amendments in Exchange Act periodic reports on Forms 10-Q and 10-K (for their fourth fiscal quarter) beginning with the first filing that covers the first full fiscal quarter starting on or after October 1, 2023. 

Final Rule 

https://www.sec.gov/rules/final/2023/34-97424.pdf 

Questions?

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