IRS Final Rule Correction: Excise Tax on Corporate Stock Repurchases
Summary
The Internal Revenue Service (IRS) has issued a correction to its final rule regarding the excise tax on corporate stock repurchases. This correction clarifies specific aspects of the rule, ensuring accurate application of the tax. The effective date for these corrections is February 11, 2026.
What changed
The Internal Revenue Service (IRS) has published a correction to its final rule concerning the excise tax on the repurchase of corporate stock. This document, published in the Federal Register on February 11, 2026, addresses minor inaccuracies or ambiguities within the existing final rule, ensuring its proper implementation. The correction is effective immediately upon publication.
While this is a correction to a final rule, regulated entities, particularly public companies involved in stock repurchases, should review the specific corrections to ensure their compliance with the excise tax provisions. The effective date of February 11, 2026, indicates that these corrections apply to ongoing compliance efforts. No new compliance actions are mandated beyond adherence to the corrected final rule.
What to do next
- Review the specific corrections made to the final rule on the excise tax on corporate stock repurchases.
- Ensure internal processes and tax filings align with the corrected provisions of the excise tax rule.
Source document (simplified)
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Rule
Excise Tax on Repurchase of Corporate Stock; Correction
A Rule by the Internal Revenue Service on 02/11/2026
- 1.
1.
Document Details Published Content - Document Details Agencies Department of the Treasury Internal Revenue Service Agency/Docket Number TD 10037 CFR 26 CFR 58 Document Citation 91 FR 6135 Document Number 2026-02748 Document Type Rule Page 6135
(1 page) Publication Date 02/11/2026 RIN 1545-BQ59 Published Content - Document DetailsPDF Official Content
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Document Details Published Content - Document Details Agencies Department of the Treasury Internal Revenue Service Agency/Docket Number TD 10037 CFR 26 CFR 58 Document Citation 91 FR 6135 Document Number 2026-02748 Document Type Rule Page 6135
(1 page) Publication Date 02/11/2026 RIN 1545-BQ59 Published Content - Document DetailsDocument Dates Published Content - Document Dates Effective Date 2026-02-11 Dates Text Effective date: These corrections are effective on February 11, 2026. Published Content - Document Dates
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| TD 10037
(3 Documents) | | | |
| --- | | | |
| Date | | Action | Title |
| | 2026-02-11 | Final rule; correcting amendments. | Excise Tax on Repurchase of Corporate Stock; Correction |
| | 2025-12-19 | Final rule; correction and correcting amendments. | Excise Tax on Repurchase of Corporate Stock; Correction |
| | 2025-11-24 | Final regulations. | Excise Tax on Repurchase of Corporate Stock |
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Excise Tax on Repurchase of Corporate Stock (REG-115710-22)
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Department of the Treasury
Internal Revenue Service
- 26 CFR Part 58
- [TD 10037]
- RIN 1545-BQ59 ( printed page 6135) # AGENCY:
Internal Revenue Service (IRS), Treasury.
ACTION:
Final rule; correcting amendments.
SUMMARY:
This document includes corrections to final regulations (TD 10037) published in the Federal Register (90 FR 53144) on Monday, November 24, 2025, providing guidance regarding the application of the excise tax on repurchases of corporate stock made after December 31, 2022.
DATES:
Effective date: These corrections are effective on February 11, 2026.
Applicability date: For dates of applicability, see §§ 1.1275-6(f)(12)(iii)(B), 58.4501-6, 58.4501-7(r), and 58.6011-1(d).
FOR FURTHER INFORMATION CONTACT:
Concerning § 58.4501-7, Brittany N. Dobi of the Office of Associate Chief Counsel (International) at (202) 317-5469 (not a toll-free number). For all other issues, Kailee H. Hock of the Office of Associate Chief Counsel (Corporate) at (202) 317-3181 (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Background
The final regulations (TD 10037) subject to these corrections are issued under sections 1275, 4501, and 6011 of the Internal Revenue Code.
List of Subjects in 26 CFR Part 58
- Excise taxes
- Stocks
- Reporting and recordkeeping requirements
Correction to the Regulations
Accordingly, 26 CFR part 58 is corrected by making the following correcting amendments:
PART 58—STOCK REPURCHASE EXCISE TAX
Paragraph 1. The authority citation for part 58 continues to read in part as follows:
Authority: 26 U.S.C. 4501(f) and 7805.
Par. 2. Section 58.4501-4 is amended by revising paragraph (f)(3)(i) to read as follows:
§ 58.4501-4 Application of netting rule. * * * * * (f) * * *
(3) * * *
(i) Any stock issued by a recapitalizing corporation as part of a transaction qualifying as an E reorganization, but only to the extent such stock was issued in exchange for other stock of the recapitalizing corporation.
- * * * * Par. 3. Section 58.4501-5 is amended by revising paragraph (b)(20)(ii) to read as follows:
§ 58.4501-5 Examples. * * * * * (b) * * *
(20) * * *
(ii) Analysis. Corporation X reduces its gross repurchase amount by an amount equal to the sum of the fair market values of the different class of stock at the time the stock is contributed to the employer-sponsored retirement plan ($1,000x + $500x = $1,500x). Corporation X's stock repurchase excise tax base for its 2025 taxable year is $0 ($1,200x repurchase−$1,500x exception). The $300x excess of the contributions qualifying for the exception under § 58.4501-3(d) over the gross repurchase amount ($1,500x exception−$1,200x gross repurchase amount) may not be carried forward or backward to preceding or succeeding taxable years of Corporation X. See § 58.4501-2(c)(2)(ii).
- * * * * Oluwafunmilayo A. Taylor,
Chief, Publications and Regulations Section, Associate Chief Counsel (Procedure and Administration).
[FR Doc. 2026-02748 Filed 2-10-26; 8:45 am]
BILLING CODE 4831-GV-P
Published Document: 2026-02748 (91 FR 6135)
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