June Edition 2023

68 “will provide investors with enhanced information to assess the purposes and effects of repurchases, including whether those repurchases may have been taken for reasons that may not increase an issuer’s value.“ The SEC originally proposed share repurchase disclosure amendments on December 15, 2021. The SEC re-opened the comment period for this rulemaking twice, once in order to allow more time following a technological error in the SEC’s internet comment form that potentially affected comments on a number of SEC proposals, and a second time in connection with an SEC staff report analyzing the potential economic effects of the new excise tax on buybacks contained in the Inflation Reduction Act of 2022. Existing Rules Amendments I. Disclosure Requirements Total number of shares repurchased Disclose amounts purchased each month in an issuer’s regular periodic filings, reported month by month for each month covered by the periodic filing Issuers that file on domestic forms must report purchases on a day-by-day basis, quarterly on Form 10-Q and, with respect to the fourth quarter, on Form 10-K FPIs that report on Form 20-F and Form 6-K (“FPI Forms”) must report purchases on a day- by-day basis, quarterly on new Form F-SR Listed Closed-End Funds must report on a day- by-day basis, semi-annually on Form N-CSR. Average price paid per share Required Disclose this information on a daily basis for each buyback transaction, quarterly or semi- annually depending on type of issuer Total number of shares repurchased as part of publicly announced plan or program Required Required Maximum number of shares that may yet be purchased under plans or programs Required Required The following table summarizes key aspects of the Amendments compared to the Existing Rules: