SEC Adopts New Share Repurchase Disclosure Rules

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted final rules requiring increased quantitative data and expanded narrative disclosure regarding share repurchases by an issuer.

Overview of New Disclosures

In summary, the new requirements include:

• Quarterly Disclosure of Daily Quantitative Repurchase Data: Domestic issuers¹ must disclose, on a quarterly basis, daily quantitative share repurchase data regarding any class of the company's publicly traded equity securities repurchased by or on behalf of the company or any "affiliated purchaser."² The final rules relax the stringent requirements contained in the SEC's 2021 proposed rules by eliminating the proposed Form SR, which would have required daily reporting of share repurchases and would have been deemed furnished to the SEC. The new disclosure must be presented in an exhibit to the company's Forms 10-Q and 10-K, as applicable, which is deemed filed with the SEC as opposed to furnished.