How are share buybacks regulated and disclosed? Rule 10b-18 and the Item 703 table

Information as of 16 October 2026. Everything below comes from Rule 10b-18 under the Securities Exchange Act and Item 703 of Regulation S-K, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

What does Rule 10b-18 protect against?

Rule 10b-18 provides that a company, and its affiliated purchasers, will not be deemed to have violated the anti-manipulation provisions of Sections 9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5 solely by reason of the manner, timing, price and volume of its repurchases of its common stock, if the repurchases meet the rule's four conditions on each day. The safe harbor is voluntary: a company can buy outside it, but then it has no presumption that the purchases were not manipulative. The rule does not cover purchases made during a merger or acquisition period, with limited exceptions, and does not protect a company that buys while in possession of material non-public information, since that is a different rule.

What are the four conditions?

Manner: all purchases on a single day are made through one broker or dealer. Timing: a company whose stock has an average daily trading volume of at least 1 million dollars and a public float of at least 150 million dollars may not make the opening purchase of the day nor purchase in the last 10 minutes before the scheduled close; for all other companies the closing window is 30 minutes. Price: a purchase may not be at a price higher than the highest independent bid or the last independent transaction price, whichever is higher, quoted or reported at the time of the purchase. Volume: total purchases on a day may not exceed 25 percent of the average daily trading volume of the security over the preceding four calendar weeks, except that once a week the company may make one block purchase instead, which does not count toward the 25 percent and is not included in the ADTV. The rule defines a block as 10,000 shares worth at least 200,000 dollars, or at least 5,000 shares worth at least 50,000 dollars, or at least 20,000 shares when that is 150 percent of the trading volume.

How are buybacks disclosed?

Item 703 of Regulation S-K requires a company to disclose, in its quarterly and annual reports, a table of all purchases of its equity securities registered under Section 12 made by or on behalf of the company or an affiliated purchaser in each month of the quarter: the total number of shares purchased, the average price paid per share, the number purchased as part of publicly announced plans or programs, and the maximum number or approximate dollar value of shares that may yet be purchased under those plans. Footnotes have to give the date each plan was announced, the amount approved, its expiration date and any plan that expired or was terminated in the period. The table is the official record of how much of an announced buyback has actually been executed.

How does a buyback sit next to insider sales?

A company buying its shares and its officers selling theirs in the same quarter is a common pattern: the buyback is a corporate decision reported in the Item 703 table, while an officer's sale is a personal transaction reported on Form 4, often under a trading plan described in our article on Rule 10b5-1 plans. OQRO shows the company's buyback programs as the company reports them and the insiders' trades as filed, with dates, and does not infer one from the other.

What this does not tell you

Rule 10b-18 is about manipulation, not about whether a buyback is a good use of cash. The monthly table reports what was bought, not why, and an announced authorization is a ceiling, not a commitment: a company can announce a program and buy nothing. The rule's conditions apply day by day, and the safe harbor is lost for any day on which one is missed. OQRO describes the filing and its dates; it does not interpret the event or predict anything about a price. Nothing here is investment advice.