SEC Proposes Changes To Share Repurchase Disclosure Rules And 10b5-1 Plans

The Securities and Exchange Commission (SEC) has issued for comment two separate but related proposed rule amendments regarding share repurchases and 10b5-1 Plans. The comment period will remain open for 45 days after publication of the proposed rules in the Federal Register.

Issuer Share Repurchases. The SEC has proposed two amendments regarding an issuer's share repurchase disclosures. Currently, Item 703 of Regulation S-K requires issuers to disclose certain information regarding such repurchases in their quarterly reports.¹ The SEC is concerned that this disclosure scheme prevents investors from timely incorporating information on repurchases into the market or adequately understanding the motivations or rationales behind specific repurchases. In response, the SEC proposes that issuers, including foreign private issuers, listed registered closed-end funds and business development companies, be required to furnish (not file) to the SEC a new Form SR before the