An Authorization Sets a Ceiling. The 10-Q Table Shows What Was Bought.

A repurchase authorization is a permission, not a purchase. A board resolution creates a ceiling — a dollar amount or a share count that management may spend down at its discretion — and it creates no duty to spend any of it. The number in the announcement is therefore not a flow. It is a limit. The flow appears later, in a table, in monthly buckets, weeks after the quarter it describes has closed.

That gap is the whole subject here. A trader reacting to an announcement is pricing a limit. A trader reading a filing is pricing a flow. The two are separated by a lag that is set by filing deadlines, and by execution mechanics that a US issuer has strong incentives to follow but is not required to follow. Both halves are written down in public rule text, which means both can be checked rather than assumed.

What the announcement grants, and what it does not

Nothing in the federal securities rules requires a company that announces a repurchase program to complete it, to start it, or to buy on any particular schedule. The disclosure framework assumes the opposite. Item 703 of Regulation S-K (17 CFR 229.703) requires an issuer to footnote, for each publicly announced program, the date it was announced, the dollar or share amount approved, and the expiration date if any — plus any program that expired during the period, and any program the registrant has decided to terminate early or under which it does not intend to buy further.

Read that list of required footnotes closely. It is a list of ways a program can fail to be executed. The rule anticipates programs with no expiry, programs that lapse, and programs quietly abandoned. It requires the issuer to say so, but only in the periodic report, and only after the fact.

The table where execution shows up

Execution is disclosed in one place: the Item 703 table. Form 10-Q, Part II, Item 2(c) requires the registrant to furnish Item 703 information "for any repurchase made in the quarter covered by the report." Form 10-K, Part II, Item 5(c) does the same for repurchases made in a month within the fourth quarter, because there is no fourth-quarter 10-Q.

The table carries four columns, presented month by month with beginning and ending dates for each row plus a total:

• (a) Total number of shares (or units) purchased
• (b) Average price paid per share (or unit)
• (c) Total number purchased as part of publicly announced plans or programs
• (d) Maximum number, or approximate dollar value, that may yet be purchased under the plans or programs

Two properties of this table matter more than the headline totals. First, it captures all issuer and affiliated-purchaser repurchases, including those made outside any announced program, which must be identified by footnote with the nature of the transaction stated. Second, it captures them whether or not the purchases satisfied the Rule 10b-18 safe harbor. The table is not a safe-harbor report. It is a purchase report.

The daily-disclosure rule is not in force

This is the point where a stale mental model does real damage. In May 2023 the SEC adopted a rule requiring quantitative repurchase data on a daily basis, delivered as an exhibit and, for foreign private issuers, on a new Form F-SR. The US Court of Appeals for the Fifth Circuit vacated that rule on December 19, 2023. On April 8, 2024 the Commission published technical amendments (89 FR 24372) removing the vacated text from the rules and forms, including Form F-SR, restoring the prior framework.

So the current granularity is monthly rows inside a quarterly filing. A model built on the expectation of daily issuer prints is a model of a data feed that no longer gets filed. If a screen or a vendor field claims daily issuer repurchase volume for US filers, the burden is on that source to explain where it came from, because Item 703 does not produce it.

Rule 10b-18 is a safe harbor, not a speed limit

The second half of the gap is mechanical. Rule 10b-18 (17 CFR 240.10b-18) gives an issuer a safe harbor from liability under the anti-manipulation provisions when its repurchases meet four conditions on a given day. The rule is explicit that it cuts one way only: no presumption arises that an issuer has violated those provisions merely because its purchases fell outside the conditions. Compliance is voluntary, and non-compliance is not automatically an offence.

The four conditions

• Manner. Rule 10b-18 purchases must be effected from or through only one broker or dealer on any single day, with narrow exceptions for unsolicited purchases.
• Timing. The purchases may not be the opening transaction, and may not be effected during the last 10 minutes before the scheduled close for a security with an ADTV value of $1 million or more and a public float value of $150 million or more — or the last 30 minutes for every other security.
• Price. The purchase price may not exceed the highest independent bid or the last independent transaction price, whichever is higher.
• Volume. Total volume on any single day may not exceed 25 percent of the security's ADTV, where ADTV is the average daily trading volume reported during the four calendar weeks preceding the week of the purchase. One block purchase per week is available as an alternative if no other Rule 10b-18 purchases are effected that day, and that block is excluded from the four-week ADTV computation.

The rule also carries alternative conditions following a market-wide trading suspension: the timing condition is relaxed for the reopening session, and the volume ceiling rises to 100 percent of ADTV rather than 25 percent.

What the price condition implies for the tape

The price condition is the one with a direct chart consequence, and it can be reasoned about without any private information. Inside the safe harbor, an issuer never pays above the higher of the highest independent bid and the last independent print. It cannot lift a rising offer and stay inside the harbor. It is, structurally, a passive bidder.

The conditional follows: when a stock is trading up through offers quickly, the safe-harbor bid is left behind and the program buys less than its daily allowance. When the stock is drifting down into bids, the same passive order is filled more easily. This does not make a repurchase program a floor, and it should not be traded as one. The daily allowance is capped at a quarter of ADTV, the program can be suspended at any time without notice, and the issuer is under no obligation to bid at all on any given day. What the condition supports is a narrower statement: within a program that is being executed, fills skew toward weakness rather than strength, which is one reason average price paid in column (b) can sit below a naive average of the month's closes.

Plans, blackouts, and why the monthly rows are uneven

An issuer can also buy through a Rule 10b5-1 arrangement. The conditions of that rule are written asymmetrically, and the asymmetry is worth knowing. The cooling-off periods apply to the person who entered the plan: for a director or officer, the later of 90 days after adoption or two business days following disclosure of the issuer's financial results, capped at 120 days; for other persons, 30 days. The certification requirement is written for directors and officers. The no-overlapping-plans condition and the limit of one single-trade plan in any 12-month period are written to apply to "the person (other than the issuer)."

The practical read for a filing reader: the specific cooling-off and overlapping-plan constraints that shape insider selling are not the constraints that shape issuer repurchases. What remains for the issuer is the general good-faith requirement and the company's own policy. Many issuers nonetheless pause open-market repurchases around results unless a plan is already running. That, plus the 25 percent volume cap moving with a rolling four-week ADTV, is enough to explain most of the unevenness across the three monthly rows in a single table — without inventing a signal from it.

Four calculations the table supports

Once the columns are understood, a small number of derived quantities do most of the work. None of them requires a subscription, and all of them are checkable against the filing.

1. Program share of total purchases. Column (c) divided by column (a), month by month. A quarter where column (a) exceeds column (c) by a wide margin is often a vesting month, not a buying month. The footnote will say which.
2. Daily participation. Column (a) for a month, divided by the number of trading days, divided by the security's ADTV over the same window. If the result sits far below the 25 percent ceiling, the program is not the marginal bidder and should not be modelled as one.
3. Runway. Column (d) at the end of the period, divided by the average monthly spend implied by columns (a) and (b). This converts a headline authorization into a number of months, which is the form in which it can be compared with anything else.
4. Execution rate against the announcement. The change in column (d) between two consecutive filings is the amount committed in between. Compare it with the pace the announcement implied. A wide, persistent gap is itself the observation.

Aggregate execution swings, and it can change sign

The same authorized-versus-executed distinction is visible in the national accounts, where only realised transactions are counted. In the Federal Reserve's Financial Accounts of the United States, net issues of corporate equities by nonfinancial corporate business ran at -611.0 billion dollars in calendar 2023, -398.0 billion in 2024 and -304.1 billion in 2025. A negative number means shares retired exceeded shares issued.

The quarterly path inside those annual figures is far less smooth than the annual figures suggest, and in the most recent quarter shown it reverses sign.

Two cautions on reading that chart. It is a net series, so equity issued in mergers, secondary offerings and employee plans is netted against retirement; it is not a buyback series. And the quarterly bars are stated at annual rates, which is why they are larger than a quarter of the annual figure — the four quarters of 2025 average to the -304.1 annual number. What the picture supports is narrow and useful: executed equity retirement in aggregate is far lumpier than any announcement calendar, and a single quarter can print on the other side of zero. An expectation built on the previous quarter's pace is an expectation, not a schedule.

What Would Invalidate This

The frame above assumes a US domestic filer subject to Regulation S-K and the Exchange Act periodic reports. It weakens or fails in several identifiable cases.

• Non-US and cross-listed issuers. Companies reporting under other regimes may face different, and in some cases faster or more frequent, repurchase disclosure. The monthly-inside-quarterly cadence described here is the US periodic-report cadence, not a global standard.
• Accelerated share repurchase structures. A large upfront delivery of shares under a negotiated agreement is not the same profile as an open-market program executed at 25 percent of ADTV. The Item 703 table still reports it, but the daily-participation calculation stops describing anything about the tape.
• Tender offers. A self-tender runs under a separate disclosure regime with its own timetable and documents, and is not what column (c) of a routine Item 703 table describes.
• A rule change. The daily-disclosure requirement was adopted, vacated, and removed once already. If a new proposal is adopted and survives review, the lag structure at the centre of this frame changes, and the analysis above should be re-derived from the new text rather than patched.
• Programs run outside the safe harbor. An issuer is free to buy without meeting the Rule 10b-18 conditions. If it does, the 25 percent ceiling and the closing-window restrictions no longer bound its behaviour, and inferences drawn from them do not apply.
• Thinly traded securities. Where four-week ADTV is small, a 25 percent daily allowance is a small absolute number, and the block alternative rather than the percentage becomes the binding path. Participation ratios computed the usual way will mislead.

Concrete Framework

1. Separate the two events in the calendar. Log the authorization date and amount in one column, and the filing dates on which execution will become visible in another. For a first-month purchase in a quarter, expect the record roughly four and a half months later; for a fourth-quarter purchase, expect it in the 10-K.
2. Never treat an authorization as a flow. Record it as a ceiling with an unknown drawdown rate until at least two consecutive Item 703 tables exist.
3. Pull column (d) from the two most recent filings. The difference is the executed amount. That number, not the announcement, is the input to any model.
4. Reconcile (a) against (c) before using either. Read the footnotes. Purchases outside announced programs, including shares withheld on vesting, must be identified there.
5. Convert to a participation ratio. Monthly shares from column (a), divided by trading days, divided by ADTV. Compare against the 25 percent safe-harbor ceiling to see how much of the available room the program used.
6. Check the program's status footnotes. Expiration date if any, early termination, or a statement that no further purchases are intended. These are required disclosures and they are where abandoned programs surface.
7. Size positions on the flow, not the headline. A program that has drawn down a small fraction of its ceiling over several quarters has told you its execution rate. Assume that rate continues, and state explicitly what would have to change for it not to.
8. Re-check the rule text annually. Confirm that Item 703 still governs the cadence and that no replacement disclosure rule has taken effect. The 2023 episode is the reason this step exists.

The discipline reduces to one sentence. An authorization tells you what a company is permitted to do; the table tells you what it did; and there is no public document that tells you what it is doing right now.