The rules require an issuer to provide new and expanded periodic disclosure of share repurchases in periodic reports filed with the SEC (Forms 10-K, 10-Q, 20-F or N-CSR). Foreign private issuers that file on FPI forms are required to file quarterly share repurchase disclosures in a new Form F-SR.
The amendments also eliminate the current requirements in Regulation S-K, Form 20-F and Form N-CSR to disclose monthly repurchase data in periodic reports.
Applicability |
Compliance date |
For registrants with a December 31, 2023 fiscal year-end: |
Issuers that file on domestic forms (e.g. Forms 10-Q and 10-K) |
First filing covering the first full fiscal quarter beginning on or after October 1, 2023 |
Form 10-K for the fiscal year ending December 31, 2023 as it relates to repurchases during the quarter ending December 31, 2023 |
Foreign private issuers that file on FPI forms |
Form F-SR covering the first full fiscal quarter beginning on or after April 1, 2024; and filed within 45 days of that first full fiscal quarter | Begin filing new Form F-SR for the quarter ending June 30, 2024; must file by August 14, 2024 |
First narrative disclosures required starting in the first Form 20-F filed after the initial Form F-SR filing | Form 20-F for the fiscal year ending December 31, 2024 | |
Listed Closed-End Funds in Form N-CSR |
First filing covering the first six-month period beginning on or after January 1, 2024 |
Form N-CSR for the six-month period ending June 30, 2024 |
The SEC issued a Fact Sheet summarizing the key provisions of the final rules.
The amendments require tabular disclosure of an issuer’s repurchase activity aggregated on a daily basis and disclosed either quarterly or semi-annually, depending on filer type.
The table must include, for each day:
The final rules require issuers that file on domestic forms to file on a quarterly basis the daily repurchase data in an exhibit to their Form 10-Q and Form 10-K (for the fourth fiscal quarter). Listed Closed-End Funds must include the data in their annual and semi-annual reports on Form N-CSR. FPIs reporting on FPI forms must disclose the data in a new Form F-SR, which must be filed within 45 days after the end of an FPI’s fiscal quarter.
Issuers are also required to include a checkbox preceding their tabular disclosures indicating whether certain officers and directors purchased or sold shares that are the subject of an issuer share repurchase plan or program within four business days before or after the announcement of that plan or program.
The final amendments revise Item 703 of Regulation S-K (with corresponding changes to Form 20-F and Form N-CSR) by:
Specifically, the following narrative disclosures are required in an issuer’s periodic filings:
Issuers filing on Forms 10-K and 10-Q are also required to disclose whether any Rule 10b5-1 trading arrangements were adopted or terminated and the material terms of such 10b5-1 trading arrangements.
All disclosures must be tagged using Inline XBRL, including those in new Form F-SR.
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Access our accounting research website for additional resources for your financial reporting needs.
Access our accounting research website for additional resources for your financial reporting needs.