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SEC seeks public comments on the extension of the disposal period for treasury stocks of listed companies under ESOP



Thursday 12 February 2026 | No. 44 / 2026


Bangkok, 12 February 2026 – The Securities and Exchange Commission (SEC) has revised the criteria for extending the period for the disposal of treasury stocks to align with the amended Ministerial Regulation on Share Repurchase issued by the Ministry of Commerce (MOC). The revisions aim to enable listed companies to more effectively determine an appropriate timing for the disposal of treasury stocks that is consistent with prevailing market conditions and changing economic circumstances.

The MOC’s issuance of the Ministerial Regulation on Rules and Procedures for the Repurchase of Shares, Disposal of Repurchased Shares and Deduction of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025) (“Amended Ministerial Regulation on Share Repurchase”) has introduced key amendments as follows: (1) an extension of the disposal period for repurchased shares of securities listed on the Stock Exchange of Thailand, providing listed companies with greater flexibility in selecting an appropriate disposal timing that aligns with market conditions; (2) the imposition of a cap on the number of shares that a listed company may repurchase; and (3) the removal of the breaking period, which was previously required before the commencement of a new share repurchase program, to enhance flexibility in capital management for listed companies.

To ensure consistency with these amendments, the SEC is seeking public comments on proposed revisions to the criteria for exemption from the requirement to file a registration statement (“filing”) with the SEC where a listed company disposes of treasury stocks to directors or employees under an employee stock option program (ESOP). Under the proposed revisions, a listed company may apply for an extension of the period for the disposal of its treasury shares for a further period of up to two years, if it meets all of the following conditions under the Amended Ministerial Regulation on Share Repurchase:

    (1) The listed company is unable to dispose of the treasury stocks within the period specified under the share repurchase program, not to exceed three years from the date of completion of the share repurchase;

    (2) The three-month volume-weighted average market price of the listed company’s shares prior to the date the board of directors resolves to convene a shareholders’ meeting is lower than the average repurchase price; and

    (3) The listed company obtains approval at a shareholders’ meeting prior to the expiration of the disposal period specified under the share repurchase program.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1143 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=NjU0OURHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are welcome to submit comments and suggestions via the SEC website or by email at fundraisingpolicy@sec.or.th. The public hearing ends on 13 March 2026.













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NEWS
Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 44 / 2026 Thursday 12 February 2026
SEC seeks public comments on the extension of the disposal period for treasury stocks of listed companies under ESOP

Bangkok, 12 February 2026 – The Securities and Exchange Commission (SEC) has revised the criteria for extending the period for the disposal of treasury stocks to align with the amended Ministerial Regulation on Share Repurchase issued by the Ministry of Commerce (MOC). The revisions aim to enable listed companies to more effectively determine an appropriate timing for the disposal of treasury stocks that is consistent with prevailing market conditions and changing economic circumstances.

The MOC’s issuance of the Ministerial Regulation on Rules and Procedures for the Repurchase of Shares, Disposal of Repurchased Shares and Deduction of Repurchased Shares of Companies (No. 3) B.E. 2568 (2025) (“Amended Ministerial Regulation on Share Repurchase”) has introduced key amendments as follows: (1) an extension of the disposal period for repurchased shares of securities listed on the Stock Exchange of Thailand, providing listed companies with greater flexibility in selecting an appropriate disposal timing that aligns with market conditions; (2) the imposition of a cap on the number of shares that a listed company may repurchase; and (3) the removal of the breaking period, which was previously required before the commencement of a new share repurchase program, to enhance flexibility in capital management for listed companies.

To ensure consistency with these amendments, the SEC is seeking public comments on proposed revisions to the criteria for exemption from the requirement to file a registration statement (“filing”) with the SEC where a listed company disposes of treasury stocks to directors or employees under an employee stock option program (ESOP). Under the proposed revisions, a listed company may apply for an extension of the period for the disposal of its treasury shares for a further period of up to two years, if it meets all of the following conditions under the Amended Ministerial Regulation on Share Repurchase:

    (1) The listed company is unable to dispose of the treasury stocks within the period specified under the share repurchase program, not to exceed three years from the date of completion of the share repurchase;

    (2) The three-month volume-weighted average market price of the listed company’s shares prior to the date the board of directors resolves to convene a shareholders’ meeting is lower than the average repurchase price; and

    (3) The listed company obtains approval at a shareholders’ meeting prior to the expiration of the disposal period specified under the share repurchase program.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1143 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=NjU0OURHQV9MQVdfRlJPTlRFTkQ= Stakeholders and interested parties are welcome to submit comments and suggestions via the SEC website or by email at fundraisingpolicy@sec.or.th. The public hearing ends on 13 March 2026.