Thailand Securities and Exchange Commission consults on allowing up to two-year extension for ESOP treasury stock disposal by listed companies

The Thailand Securities and Exchange Commission has opened a public consultation on proposed revisions to the criteria for extending the disposal period for treasury stocks sold to directors or employees under an employee stock option program (ESOP), where the disposal is exempt from the requirement to file a registration statement with the SEC. The changes are intended to align the SEC’s approach with the Ministry of Commerce’s amended regulation on share repurchases. Under the proposal, a listed company could apply to extend the treasury share disposal period by up to two further years if it cannot dispose of the shares within the disposal period specified under the share repurchase program (not exceeding three years from completion of the repurchase), the three-month volume-weighted average market price prior to the board resolution to convene a shareholders’ meeting is below the average repurchase price, and shareholders approve the extension before the original disposal period expires. The consultation also references the Ministry of Commerce amendments that extend disposal periods for repurchased shares of Stock Exchange of Thailand-listed securities, introduce a cap on the number of shares that may be repurchased, and remove the mandatory break between share repurchase programs. The public hearing closes on 13 March 2026.