Modernizing Share Repurchase Disclosure Requirements for Investors

The Securities and Exchange Commission has adopted amendments to increase transparency around repurchases of an issuer’s equity securities. These amendments require issuers to provide enhanced disclosure, such as daily repurchase activity on either a quarterly or semi-annual basis and additional narrative disclosure about the objectives or rationales for the repurchases and any policies and procedures relating to purchases and sales by officers and directors. In addition, new Item 408(d) has been added to Regulation S-K to better allow investors, the Commission, and other market participants to observe how issuers use Rule 10b5-1 plans. The amendments will go into effect with the first filing covering the first full fiscal quarter that begins on or after October 1, 2023, depending on the type of issuer.