Executive Summary -

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Amendments require quantitative and qualitative disclosure of buybacks on a day-by-day basis but, in a significant change from the SEC’s original proposal that would have required next business day reporting, this disclosure will be required on either a quarterly or semi-annual basis, depending on the type of issuer. The amendments also revise and expand the existing periodic disclosure requirements for buybacks.