WilmerHale
MONTH-IN-BRIEF (May 2023)
SEC Adopts Share Repurchase Disclosure Rules
By Alan J. Wilson, WilmerHale
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934. The amendments establish new disclosure requirements related to the structure of issuer repurchase programs and share repurchases, and they require quarterly disclosure of certain quantitative daily repurchase data. In a departure from the SEC’s original rule proposal, next-business-day reporting of share repurchases is not required under the final rules. For foreign private issuers, though, these latest amendments usher in a new quarterly reporting obligation. The amendments also revise and expand the existing periodic disclosure requirements about repurchase programs, and add new quarterly disclosure in certain periodic reports related to an issuer’s adoption and termination of Rule 10b5-1 trading arrangements.