(a) Disclose the specified information in narrative form with respect to the issuer’s repurchases of equity securities disclosed pursuant to § 229.601(b)(26) (Item 601(b)(26) of Regulation S-K) and refer to the particular repurchases in the table in Item 601(b)(26) of Regulation S-K that correspond to the different parts of the narrative, if applicable:

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(1) The objectives or rationales for each repurchase plan or program and the process or criteria used to determine the amount of repurchases.

(2) The number of shares (or units) purchased other than through a publicly announced plan or program, and the nature of the transaction (e.g., whether the purchases were made in open-market transactions, tender offers, in satisfaction of the issuer’s obligations upon exercise of outstanding put options issued by the issuer, or other transactions).

(3) For publicly announced repurchase plans or programs:

(i) The date each plan or program was announced;

(ii) The dollar amount (or share or unit amount) approved;

(iii) The expiration date (if any) of each plan or program;

(iv) Each plan or program that has expired during the period covered by the table in Item 601(b)(26) of Regulation S-K; and

(v) Each plan or program the issuer has determined to terminate prior to expiration, or under which the issuer does not intend to make further purchases.

(4) 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 restrictions on such transactions.

(b) The disclosure provided pursuant to paragraph (a) of this section must be provided in an Interactive Data File as required by § 232.405 of this chapter (Rule 405 of Regulation S-T) in accordance with the EDGAR Filer Manual.

[88 FR 36056, June 1, 2023]