Title 15Commerce and TradeRelease 119-73

§7243 Forfeiture of certain bonuses and profits

Title 15 › Chapter CHAPTER 98— - PUBLIC COMPANY ACCOUNTING REFORM AND CORPORATE RESPONSIBILITY › Subchapter SUBCHAPTER III— - CORPORATE RESPONSIBILITY › § 7243

Last updated Apr 6, 2026|Official source

Summary

CEOs and CFOs must repay their company any bonus, incentive or stock-based pay and any profits from selling the company’s stock that they received in the 12-month period after the company first publicly released or filed the faulty financial report, if the report is later restated because of misconduct. The Securities and Exchange Commission can excuse someone from this rule when it thinks that is appropriate.

Full Legal Text

Title 15, §7243

Commerce and Trade — Source: USLM XML via OLRC

(a)If an issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws, the chief executive officer and chief financial officer of the issuer shall reimburse the issuer for—
(1)any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and
(2)any profits realized from the sale of securities of the issuer during that 12-month period.
(b)The Commission may exempt any person from the application of subsection (a), as it deems necessary and appropriate.

Reference

Citations & Metadata

Citation

15 U.S.C. § 7243

Title 15Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73