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ARTICLE · 24 MAY 2023

SEC Adopts Final Rules Regarding Share Repurchase Disclosure

Foley & Lardner LLP
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On May 3, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted final rules requiring (1) issuers to disclose daily quantitative repurchase data at the end of every quarter in their Form 10-Qs and 10-Ks, ...

United StatesCorporate/Commercial Law
Jason Hille
Jason Hille
Austin R. Kissinger
Austin R. Kissinger
Jessica Lochmann
Jessica Lochmann
John Wilson
John Wilson
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On May 3, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted final rules requiring (1) issuers to disclose daily quantitative repurchase data at the end of every quarter in their Form 10-Qs and 10-Ks, (2) foreign private issuers ("FPIs") to disclose daily quantitative repurchase data at the end of every quarter on a new Form F-SR within 45 days after the end of an FPI's fiscal quarter, (3) issuers to include in Form 10-Qs and 10-Ks, and FPIs to include in Form 20-Fs, narrative disclosure on the objectives and rationale for share repurchases and the process or criteria used to determine the amount of repurchases, as well as any policies or procedures relating to purchases and sales of the issuer's securities by its officers and directors during a repurchase program, and (4) issuers to include in Form 10-Qs and 10-Ks disclosure regarding an issuer's adoption and termination of Rule 10b5-1 trading plans. The final rules vary from the proposed rules issued

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