Share Repurchase Disclosure Modernization

Overview

The Securities and Exchange Commission (“Commission”) is adopting technical amendments to various rules and forms under the Securities Exchange Act of 1934 (“Exchange Act”) and the Investment Company Act of 1940 (“Investment Company Act”) to reflect a Federal court's vacatur of rule amendments that the Commission adopted on May 3, 2023, to modernize and improve disclosure about repurchases of an issuer's equity securities that are registered under the Exchange Act (“Repurchase Rule”). The court's vacatur of the Repurchase Rule was effective as of December 19, 2023, and had the legal effect of reverting to the rules and forms that existed prior to the effective date of the Repurchase Rule. These technical amendments revise the Code of Federal Regulations (“CFR”) to reflect the court's vacatur of the Repurchase Rule.