Buyback and Dividend Announcements: Rules and Wording

A buyback announcement should state the board authorization date, the maximum dollar amount, the time period, the purchase methods and that the program does not obligate the company to buy any shares. Rule 10b-18 is a voluntary safe harbor with four conditions tested daily, and an "up to" figure is a ceiling, not a commitment. A dividend announcement should state the declared amount, the record and payment dates and that later dividends stay at the board's discretion.

Updated: November 9, 2026. This guide is general information for communications teams, not legal advice. Securities counsel approves every announcement.

Summary

• Rule 10b-18 is a safe harbor, not a requirement, and each of its conditions is tested every trading day.

• Strong buyback language names the authorization, the ceiling, the period, the methods and the absence of any obligation.

• "Up to" sets a maximum, so the release should not read as a promise to spend it.

• Dividend language separates the declared payment from future payments, which stay at the board's discretion.

Contents

• What Rule 10b-18 covers

• The four conditions

• Board authorization language

• Disclosure timing

• The risks in "up to"

• Three SEC-filed cases

• Wording checklist

• Frequently asked questions

What does Rule 10b-18 cover?

Rule 10b-18 gives an issuer and its affiliated purchasers a safe harbor from liability for manipulation under Section 9(a)(2) of the Exchange Act and Rule 10b-5, solely because of the manner, timing, price and volume of its repurchases, according to the Code of Federal Regulations text of the rule. The SEC adopted the rule in 1982, as described in a 1999 Federal Register release.

Compliance is voluntary. The SEC states in its Release 34-41905 that repurchases outside the conditions are not necessarily manipulative. The same rule text says reporting issuers must report their repurchasing activity under Item 703 of Regulation S-K whether or not the purchases follow the safe harbor.

What are the four conditions of the Rule 10b-18 safe harbor?

The four conditions are manner, timing, price and volume, and an issuer must meet each of them on a daily basis to be within the safe harbor on that day. The SEC's 2003 adopting release, Release 33-8335, describes the safe harbor as applying to purchases on a given day.

Condition What it requires Source

Manner Use one broker or dealer on a given day for purchases the issuer solicits SEC Release 33-8335

Timing No opening purchase and no purchase in the final minutes of the session; the window depends on trading volume and public float Security National Financial 10-Q exhibit

Price No higher than the highest independent bid or the last independent transaction price, whichever is higher SEC Release 33-8335

Volume No more than 25 percent of average daily trading volume, measured over the four calendar weeks before the week of purchase ClearOne policy exhibit

The timing and volume rows rest on summaries in company filings on sec.gov, so counsel should confirm the current rule text before anyone relies on them.

What should board authorization language say?

Board authorization language should state who authorized the program, when, the maximum amount, the period, the methods and the absence of any obligation to buy. Filed announcements from the fourth quarter of 2026 show these parts appearing again and again.

• The date and body: "On October 29, 2026, Dexcom announced that its Board of Directors authorized and approved a share repurchase program," per its 8-K.

• The ceiling and the period: up to $1.0 billion, ending no later than December 31, 2027, in the same filing.

• The methods: open market, privately negotiated transactions or other methods, including trading plans.

• No obligation: the program does not obligate Dexcom to repurchase any dollar amount or number of shares, and it may be extended, modified, suspended or discontinued.

• Source of funds, where the company chooses to say it: MYR Group's 8-K says it intends to fund the program with cash on hand and borrowings under its revolving credit facility.

When should a buyback or dividend be disclosed?

A buyback or dividend should be disclosed when the board has acted, and companies in the 2026 filings did so on the day of the announcement, often in the same cycle as earnings. Dexcom put its authorization in the 8-K that reported results on October 29, 2026, and MYR Group did the same on October 28, 2026.

Other companies filed on their own. EverQuote's board authorized a program on October 21, 2026 and the company filed its 8-K dated that day. Companies chose different items: James Hardie reported its August 20, 2026 authorization under Item 7.01 in an 8-K, and First Solar used Item 8.01 in its October 29, 2026 8-K.

Sequencing can also be written into the program. XMax's program starts only after the company releases its results for the quarter ended September 30, 2026, per its 8-K. For the rules on who may hear news first, see Virgo's plain guide to Regulation FD.

What risks sit in wording like "up to"?

The phrase "up to" sets a ceiling, and a release that leads with the ceiling can read as a plan to spend it. Business First Bancshares shows the gap. Its 8-K says a prior program authorized up to $30.0 million and that about $12.4 million remained as of October 29, 2026, so by our arithmetic roughly $17.6 million had been used.

Our editorial judgment is that three habits reduce the risk. Pair the ceiling with the no-obligation sentence in the same paragraph, as Dexcom, Business First and MYR Group did. Put price limits and start conditions next to the number, as XMax did. Avoid verbs like "will return" or "will buy back" unless purchases have already been made.

Forward-looking statements about the program, such as its amount and timing, need their own cautionary language. EverQuote's 8-K includes it, and Virgo's guide to the forward-looking statements safe harbor covers the wording.

What do three SEC-filed announcements show?

Three announcements filed in 2026 show a large program, a conditioned program and a dividend policy. Each fact is attributed to the filing.

Dexcom: ceiling, period and no obligation in one place

Dexcom's October 29, 2026 8-K reports the board authorization, the $1.0 billion ceiling and the end date together, then states the program does not obligate the company and may be extended, modified, suspended or discontinued. The announcement sits beside quarterly results under Item 2.02, with the release furnished as Exhibit 99.1. The lesson is that one paragraph can carry every element a reader needs.

XMax: conditions that change what the number means

XMax's board approved a program of up to $30,000,000 on October 31, 2026 and amended it on November 2, 2026 by unanimous written consent to revise the conditions for starting, according to its 8-K. The company may buy only at prices below $5.50 per share, the program begins on a commencement date set by conditions in the filing and it expires three months later. A press release followed on November 3, 2026. The lesson is that a two-day amendment, a price cap and start conditions belong in the announcement, because the headline amount alone would mislead.

Korn Ferry: declared dividends versus policy

On March 5, 2026 Korn Ferry's board raised its quarterly dividend policy from $0.48 to $0.55 per share and declared a $0.55 dividend payable April 15, 2026 to holders of record March 27, according to its 8-K. Its June 22, 2026 8-K says future dividends are at the board's discretion and that the company may amend, revoke or suspend the policy at any time. The lesson is to state the declared amount and dates as facts and the future as discretionary.

Other dividend filings follow the same pattern. National Bank Holdings declared $0.32 per share on August 4, 2026, payable September 15 to holders of record August 28, and said later dividends are subject to board review and approval, per its 8-K. Knight-Swift's 8-K declared $0.20 on August 5, 2026 and notes there is no assurance future dividends will be declared.

Company Announced Stated amount Period Obligation or discretion language

Dexcom Oct 29, 2026 Up to $1.0 billion Ends no later than Dec 31, 2027 Does not obligate; may be modified or discontinued

Business First Bancshares Oct 29, 2026 Up to $30,000,000 Until Oct 28, 2028 Does not obligate; no assurance

MYR Group Oct 28, 2026 Up to $100.0 million Until Nov 3, 2027 or funds exhausted Not obligated; Board may modify or terminate

EverQuote Oct 21, 2026 Up to $50 million No expiration Does not obligate; may change without notice

XMax Oct 31, 2026 Up to $30,000,000 Three months after commencement Price cap and start conditions

What is the wording checklist for a buyback or dividend announcement?

Work through this list with securities counsel before release.

• State the date and the body that acted, whether the board or a committee.

• State the maximum amount and say it is a ceiling.

• State the period or the expiration, or say there is none.

• List the purchase methods, such as open market or privately negotiated transactions.

• Say the program does not obligate the company to buy any shares and may be changed or stopped.

• Add price limits, start conditions or amendments next to the headline number.

• For a dividend, give the amount, the record date and the payment date, and say later dividends are at the board's discretion.

• Add cautionary language for any forward-looking statement about timing or amount.

• Make the press release and the 8-K match line by line, as covered in the earnings release Form 8-K guide.

• Confirm who may see the news first and how it will be made public.

Teams building the wider program can start from the investor relations hub.

Frequently asked questions

Is Rule 10b-18 mandatory?

No. The SEC states that compliance is voluntary and that repurchases outside the rule are not necessarily manipulative. Within the safe harbor, each of the four conditions must be met on a daily basis.

Does "up to" mean the company will spend it?

No. "Up to" sets a maximum, and the filings reviewed pair it with language that the company is not obligated to buy any amount. Business First Bancshares reported about $12.4 million remaining on a $30.0 million program as of October 29, 2026.

Must a company report repurchases outside the safe harbor?

Yes, according to the rule text. Reporting issuers must report repurchasing activity under Item 703 of Regulation S-K whether or not the purchases comply with Rule 10b-18.

What must a dividend announcement say?

The 2026 filings state the declared amount, the record date and the payment date, and most say that future dividends are at the board's discretion. Counsel should confirm any additional required content.

Who approves the wording?

Securities counsel and the finance team approve the wording, and the investor relations team manages the release and its sequence. This page is general information and not legal advice.

Editorial disclosure and research notes

Sourcing. Rule text and rule history come from the Code of Federal Regulations, the Federal Register and SEC release pages on sec.gov and govinfo.gov. Company facts come from 8-Ks on SEC EDGAR dated between February 5 and November 3, 2026. The timing and volume conditions rest on summaries in company filings and should be checked against the current rule.

Editorial judgment. The comparisons, the cautions on "up to" wording and the checklist are Virgo's own judgment, not statements from the companies or the SEC. Virgo PR publishes this page and provides communications services, so read the judgments as one agency's view. No stock price or return claims are made.

Not legal advice. This page is general information and is not legal advice. Disclosure decisions should be made with securities counsel.