Defining Issues | December 2021

 

Insight

SEC proposes share repurchase disclosure rules

Proposals would require more timely reporting of share repurchases and expand quarterly and annual filing disclosures.

The proposed rules would require an issuer to furnish certain information to the SEC on newly established Form SR within one business day of share repurchase transactions, and enhance periodic disclosure requirements of share repurchases in periodic reports filed with the SEC (Forms 10-K, 10-Q, 20-F, 40-F or N-CSR).

Applicability

  • All public companies

Relevant dates

  • Comments due within 45 days after publication in the Federal Register

Key impacts

The SEC issued a Fact Sheet summarizing the key provision of the proposed rules.

The proposed rules would establish a new Form SR, which an issuer would be required to furnish within one business day after execution of any share repurchase transaction.

The Form SR would be required to include the following information in tabular form:

  • Date of the repurchase.
  • Specific information about the repurchase transaction, including the number and class of shares and price paid, amongst other information.
  • Information including whether the repurchase was made pursuant to a publicly announced plan, made on the open market and/or purchased in reliance on certain safe harbor provisions in the Exchange Act. 

The proposed rules would also revise Item 703 of Regulation S-K (with corresponding changes to Form 20-F and Form N-CSR) to enhance and expand disclosure requirements related to an issuer’s share repurchases in its periodic filings (e.g. Forms 10-K and 10-Q).  

The following disclosure requirements would be added under the proposed rules, and would be required to follow the Inline XBRL tagging requirements in an issuer’s filings:

  • The objective or rationale for the issuer’s share repurchases and process or criteria used to determine the amount of repurchases.
  • Any policies and procedures relating to purchases and sales of the issuer’s securities by its officers and directors during a repurchase program, including any restriction on such transactions.
  • Whether the issuer made its repurchase pursuant to a plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and if so, the date the plan was adopted or terminated.
  • Whether purchases were made in reliance on the Rule 10b-18 non-exclusive safe harbor.
  • Whether any officer or director of the issuer purchased or sold shares of the class of the issuer’s equity securities that is the subject of an issuer share repurchase plan or program within 10 business days before or after the announcement of an issuer purchase plan or program.

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