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Instructions for Form 7208

Department of the Treasury
Internal Revenue Service

(April 2024)

Excise Tax on Repurchase of Corporate Stock
Section references are to the Internal Revenue Code unless
otherwise noted.

company (RIC), as defined in section 851, or a real estate
investment trust (REIT), as defined in section 856(a).

Future Developments

Covered funding. A covered funding occurs when an
applicable specified affiliate funds by any means (including
through distributions, debt, or capital contributions), directly
or indirectly, a covered purchase with a principal purpose of
avoiding the stock repurchase excise tax. If a principal
purpose of a covered funding is to fund, directly or indirectly,
a covered purchase, then there is a principal purpose of
avoiding the stock repurchase excise tax.

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For the latest information about developments related to
Form 7208 and its instructions, such as legislation enacted
after they were published, go to IRS.gov/Form7208.

General Instructions
Purpose of Form

The Inflation Reduction Act of 2022 established a stock
repurchase excise tax under section 4501 equal to 1% of the
fair market value (FMV) of stock repurchased during the tax
year by certain publicly traded corporations or their specified
affiliates, effective for repurchases occurring after 2022.

Use Form 7208 to figure the excise tax on stock
repurchases. If you need more lines for any part of the form,
prepare a continuation sheet using the same format as the
form. Attach your Form 7208 and any continuation sheets to
your Form 720, Quarterly Federal Excise Tax Return. The
Form 720 to which this form is attached must be signed
under penalties of perjury. See Proposed Regulations section
58.6061-1.
You must keep complete and detailed records that are
sufficient to establish the amounts you report on this form.
See Proposed Regulations section 58.6001-1.
See the proposed regulations for more information on
figuring the stock repurchase excise tax.

Definitions
Acquisitive reorganization. An acquisitive reorganization
is a transaction that qualifies as a reorganization under any of
the following.
• Section 368(a)(1)(A) (including by reason of section 368(a)
(2)(D) or section 368(a)(2)(E)).
• Section 368(a)(1)(C).
• Section 368(a)(1)(D) (if the transaction satisfies the
requirements of section 354(b)(1)).
• Section 368(a)(1)(G) (if the transaction satisfies the
requirements of section 354(b)(1)).
Applicable foreign corporation. An applicable foreign
corporation is any foreign corporation the stock of which is
traded on an established securities market.
Applicable specified affiliate. An applicable specified
affiliate is a specified affiliate of an applicable foreign
corporation, other than a foreign corporation or a foreign
partnership (unless the partnership has a domestic entity as
a direct or indirect partner).
Covered corporation. A covered corporation is any
domestic corporation the stock of which is traded on an
established securities market. A covered corporation
includes a corporation that is a regulated investment
Apr 8, 2024

Covered purchase. A covered purchase is:
• A repurchase of stock of an applicable foreign corporation
by an applicable foreign corporation.
• An acquisition of stock of an applicable foreign corporation
by a specified affiliate of an applicable foreign corporation
that is not an applicable specified affiliate of the applicable
foreign corporation.
Covered surrogate foreign corporation. A covered
surrogate foreign corporation is any surrogate foreign
corporation (as determined under section 7874(a)(2)(B) by
substituting “September 20, 2021” for “March 4, 2003” each
place it appears) the stock of which is traded on an
established securities market, but only for tax years that
include any portion of the applicable period for such
corporation under section 7874(d)(1).

Employer-sponsored retirement plan. An
employer-sponsored retirement plan is a retirement plan
maintained by a covered corporation or a specified affiliate of
the covered corporation that is qualified under section 401(a),
including an employee stock ownership plan described in
section 4975(e)(7).
Established securities market. An established securities
market has the meaning given the term in Regulations
section 1.7704-1(b).
Expatriated entity. An expatriated entity is an entity defined
in section 7874(a)(2)(A).
Repurchase. A repurchase is a redemption within the
meaning of section 317(b) with regard to the stock of a
covered corporation (except as otherwise provided in
published guidance), and any transaction determined by the
Secretary to be economically similar to such a redemption.
Except as otherwise provided in published guidance, an
economically similar transaction is one of the following
transactions.
• An acquisitive reorganization.
• A transaction qualifying as a reorganization under section
368(a)(1)(E) or (F).
• A split-off.
• A liquidating distribution to a minority shareholder in a
complete liquidation subject to both sections 331 and 332(a).
• Certain forfeitures and clawbacks of stock of a covered
corporation.
See Proposed Regulations section 58.4501-2(e)(4) for
more information on transactions the Secretary views as
economically similar to a redemption within the meaning of

Cat. No. 93562X

section 317(b). See Proposed Regulations section
58.4501-7(j) for more information on transactions treated as
repurchases by applicable specified affiliates and expatriated
entities.
A repurchase may be for any class of stock of a covered
corporation and any interest in a covered corporation treated
as stock of such corporation for federal income tax purposes.
Specified affiliate. For any corporation, a specified affiliate
is:
• Any corporation more than 50% of the stock of which is
owned (by vote or by value), directly or indirectly, by such
corporation.
• Any partnership more than 50% of the capital interests or
profits interests of which is held, directly or indirectly, by such
corporation.

Use the following table to determine the filing deadline for
your Form 720.
Tax year ends in:

Form 7208 attached to Form 720
due by:

Jan., Feb., Mar.

July 31, 2nd Quarter, Form 720

Apr., May, June

October 31, 3rd Quarter, Form 720

July, Aug., Sept.

January 31 (following year), 4th
Quarter, Form 720

Oct., Nov., Dec.

April 30 (following year), 1st
Quarter, Form 720

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Split-off. A split-off is a distribution qualifying under section
355 (or so much of section 356 as relates to section 355) by
a distributing corporation according to which the
shareholders of the distributing corporation exchange stock
of the distributing corporation for stock of the controlled
corporation and, if applicable, other property (including
securities of the controlled corporation) or money.

Stock. Stock is any instrument issued by a corporation that
is stock or that is treated as stock for federal tax purposes,
regardless of whether the instrument is traded on an
established securities market. Whether an instrument is
stock is determined at the time of issuance (for example,
upon a significant modification of a debt instrument pursuant
to Regulations section 1.1001-3). However, preferred stock
that qualifies as additional tier 1 capital (within the meaning of
12 CFR 3.20(c), 12 CFR 217.20(c), or 12 CFR 324.20(c)) is
not considered stock for purposes of the stock repurchase
excise tax. See Proposed Regulations section 58.4501-1(b)
(29)(ii).

Who Must File

You must file Form 7208 if you're:
• A covered corporation whose stock is repurchased or
acquired (or treated as repurchased or acquired) during its
tax year by such corporation or by a specified affiliate of such
corporation from a person who isn't the corporation or a
specified affiliate of such corporation.
• An applicable specified affiliate of an applicable foreign
corporation whose stock is acquired or treated as acquired
during the tax year of such applicable specified affiliate by
such applicable specified affiliate from a person who is not
the applicable foreign corporation or a specified affiliate of
such applicable foreign corporation. See Proposed
Regulations section 58.4501-7(e) regarding the proposed
treatment of covered purchases funded by an applicable
specified affiliate.
• An expatriated entity with respect to a covered surrogate
foreign corporation whose stock is repurchased or acquired
during the tax year of such expatriated entity by such covered
surrogate foreign corporation or a specified affiliate of such
covered surrogate foreign corporation. See Proposed
Regulations section 58.4501-7(d) for coordination rules that
would apply with respect to expatriated entities.

When To File

Attach your Form 7208 to the Form 720, due for the first full
quarter after the close of your tax year. Report the stock
repurchase excise tax from your Form 7208 on your Form
720, IRS No. 150.
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If your Form 7208 is for a tax year ending after
December 31, 2022, and prior to the date final
CAUTION regulations under subpart B of part 58 are published,
you must file your Form 7208 with the Form 720 due for the
first full quarter following the publication of the final
regulations. See Proposed Regulations section 58.6071-1. If
two Forms 7208 are required to be filed with respect to the
same calendar quarter, attach both Forms 7208 to the Form
720 due for that calendar quarter.

!

Where To File

See the Instructions for Form 720 for information on where to
file your Form 720 and your attached Form 7208.

Interest and Penalties

Interest. Interest is charged at a rate determined under
section 6621 on taxes paid late, and on penalties imposed for
failure to file, negligence, and fraud from the due date to the
date of payment.
Late filing of return. If you don’t file a return by the due
date, you may be penalized 5% of the unpaid tax for each
month or part of a month the return is late, up to a maximum
of 25% of the unpaid tax. The penalty won’t be imposed if you
can show that the failure to file on time was due to reasonable
cause. You should send an explanation of reasonable cause
after receiving a notice from the IRS. Don’t attach an
explanation when the return is filed.
Late payment of tax. If you don’t pay the tax when due, you
may be charged a penalty for the failure to pay tax. The
amount of the penalty is ½ of 1% of the unpaid tax for each
month or part of the month the tax isn't paid, up to a
maximum of 25% of the unpaid tax. This penalty won’t be
imposed if you can show that the failure to pay on time was
due to reasonable cause.

Other penalties. Other penalties may be imposed for
negligence and fraud. See sections 6662 and 6663.

Amended Return

To amend your previously filed Form 7208, you must file a
corrected Form 7208 (enter “Amended” at the top of it) and
attach it to your Form 720-X, Amended Quarterly Federal
Excise Tax Return.

Specific Instructions
Period Covered

Enter your tax year for which you’re filing Form 7208.

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Name and EIN

Enter your name and EIN. If you don't have an EIN, you may
apply for one online by visiting IRS.gov/EIN. You may also
apply for an EIN by faxing or mailing Form SS-4, Application
for Employer Identification Number, to the IRS.

Part I. Total Stock Repurchases

Follow these steps to compute the total FMV of stock
repurchased in your tax year.

absent the rebuttal, be treated as acquiring stock of the
applicable foreign corporation. See Proposed Regulations
section 58.4501-7(e)(2). If the applicable specified affiliate
rebuts the presumption with respect to all covered fundings,
and the applicable specified affiliate has not otherwise
acquired stock of the applicable foreign corporation, enter -0on Line 3. However, to the extent the presumption is not
rebutted, complete Line 1 in accordance with these
instructions for such transactions.

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Line 1. Fill in the table with information regarding the
following stock (depending on whether you're a covered
corporation, an applicable specified affiliate, or an
expatriated entity).
• In the case of a covered corporation, the covered
corporation’s stock that, during the covered corporation’s tax
year, is either (i) repurchased by the covered corporation, or
(ii) acquired by a specified affiliate of such corporation from a
person who isn't the corporation or a specified affiliate of
such corporation.
• In the case of an applicable specified affiliate, the
applicable foreign corporation’s stock acquired during the
applicable specified affiliate’s tax year by the applicable
specified affiliate from a person who isn't the applicable
foreign corporation or a specified affiliate of such applicable
foreign corporation. See Proposed Regulations section
58.4501-7(e) regarding the treatment of covered purchases
funded by an applicable specified affiliate.
• In the case of an expatriated entity, the covered surrogate
foreign corporation’s stock that, during the expatriated entity’s
tax year, is either (i) repurchased by such covered surrogate
foreign corporation, or (ii) acquired by a specified affiliate of
such covered surrogate foreign corporation.
In completing the Form 7208, acquisitions of stock by a
specified affiliate or applicable specified affiliate are
“repurchases.” In certain situations, acquisitions of an entity
that owns stock of a covered corporation, applicable foreign
corporation, or covered surrogate foreign corporation may be
treated as “repurchases.” See Proposed Regulations
sections 58.4501-2(f)(3) and 58.4501-7(g)(3) (regarding
constructive specified affiliate acquisitions).
Use a separate line on the table for each transaction in
which stock was repurchased. If stock was repurchased in
multiple transactions according to a single plan, include all
repurchases according to such plan on a single line. For
example, for stock repurchases within the tax year that would
be reported on line 1, column (c), as an open-market
repurchase, aggregate all such repurchases of stock of the
same class and by the same entity onto a single line.
If stock was repurchased in a single transaction by
multiple entities (for instance, a covered corporation and its
specified affiliate), enter the information regarding the stock
repurchased by each of those entities in the transaction on
separate lines. Similarly, if multiple classes of stock were
repurchased in a single transaction, enter the information
regarding each class of stock repurchased on separate lines.
In the case of an applicable specified affiliate that is
rebutting the presumption that one or more covered fundings
were made with a principal purpose of avoiding the stock
repurchase excise tax, do not fill in Line 1 with respect to
such transactions. Instead, attach a separate statement
disclosing the relevant covered fundings and covered
purchases and the facts that rebut the presumption for such
transactions to your Form 7208 for the tax year that includes
the date on which the applicable specified affiliate would,
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Line 1, column (a). If stock that is treated as repurchased
was repurchased or acquired by an entity other than the
covered corporation, applicable specified affiliate, or
expatriated entity, enter the name of the entity.
If stock was treated as repurchased in a constructive
specified affiliate acquisition, enter the name of the
corporation or partnership that became a specified affiliate in
the constructive specified affiliate acquisition.
Line 1, column (b). If stock that is treated as repurchased
was repurchased or acquired by an entity other than the
covered corporation, applicable specified affiliate, or
expatriated entity, enter the EIN of the entity. In the case of a
taxpayer that is an applicable specified affiliate or expatriated
entity, if the repurchasing or acquiring entity does not have an
EIN, do not make an entry on Line 1, column (b).

Line 1, column (c). Enter the type of transaction in which
the stock was repurchased.
• Enter “OMR” if the stock was repurchased through an
open-market repurchase (for instance, according to a share
buyback plan).
• Enter “Tender Offer” if the stock was repurchased
according to a tender offer.
• Enter “ASR” if the stock was repurchased according to an
accelerated share repurchase agreement. See Proposed
Regulations section 58.4501-5(b)(15).
• Enter “Reorganization” if the stock was repurchased in an
acquisitive reorganization or a reorganization under section
368(a)(1)(E) or (F). See Proposed Regulations sections
58.4501-2(e)(4)(i)-(iii) and 58.4501-7(j)(4)(i)-(iii).
• Enter “LBO” if the stock was repurchased in a leveraged
buyout, bootstrap acquisition, or other similar acquisition of
stock of the covered corporation, according to which the
covered corporation is treated as redeeming stock under
general federal income tax principles. See Proposed
Regulations section 58.4501-5(b)(3) and (4).
• Enter “Minority Liquidation” if the stock was repurchased
from a minority shareholder in a complete liquidation subject
to both sections 331 and 332(a). See Proposed Regulations
sections 58.4501-2(e)(4)(v) and 58.4501-7(j)(4)(v).
• Enter “Partial Liquidation” if the stock was repurchased in a
partial liquidation, as defined in section 302(e)(1). See
Proposed Regulations section 58.4501-5(b)(24) and (25).
• Enter “Split-Off” if the stock was repurchased in a split-off.
See Proposed Regulations sections 58.4501-2(e)(4)(iv) and
58.4501-7(j)(4)(iv).
• Enter "Constructive Acq" if stock was treated as
repurchased due to an acquisition of an entity that owns
stock of a covered corporation, applicable foreign
corporation, or covered surrogate foreign corporation. See
Proposed Regulations sections 58.4501-2(f)(3) and
58.4501-7(g)(3).
• Enter “Funded” if the repurchase was funded by an
applicable specified affiliate with a principal purpose of
avoiding the stock repurchase excise tax. See Proposed
Regulations section 58.4501-7(e).
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• Enter “NLF” if the repurchase was of an instrument not in
the legal form of stock. See Proposed Regulations sections
58.4501-4(f)(13)(ii)(C) and 58.4501-7(n)(8)(v)(B)(4). A
taxpayer entering “NLF” should make corresponding
adjustments as appropriate for other entries in Form 7208 (for
example, entering the FMV provided for in Proposed
Regulations section 58.4501-4(f)(13)(ii)(E) and identifying the
class of stock corresponding to the instrument not in the legal
form of stock).
• Enter “Other” if the stock was repurchased in a type of
transaction not listed above.

355 to be received without the recognition of gain or loss in
one of the following types of transactions.
• An acquisitive reorganization.
• A reorganization under section 368(a)(1)(E) or (F).
• A split-off.
Line 5b. Enter the FMV of any stock repurchased in a
transaction treated as a distribution of a dividend under
section 301(c)(1) or section 356(a)(2), provided that you have
established with sufficient evidence that the shareholder
treats the repurchase as a dividend on the shareholder’s
federal income tax return. For more information on the
sufficient evidence requirement, see Proposed Regulations
sections 58.4501-3(g)(2)(iii) and 58.4501-7(m)(6)(ii). Don’t
attach to the Form 7208 the evidence establishing that the
shareholder treats the repurchase as a dividend.

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Line 1, column (d). Enter the stock symbol (or ISIN/CUSIP)
of the stock repurchased.
Line 1, column (e). Enter the class of stock to which the
repurchased stock belongs.

Line 1, column (f). Enter the established securities market
(if any) on which the repurchased stock trades.
Line 1, column (g). Enter the total number of shares
repurchased in the transaction.

Line 1, column (h). Enter the total FMV of the shares
repurchased in the transaction. See Proposed Regulations
sections 58.4501-2(h) and 58.4501-7(l) for guidance on
determining FMV.
Line 2. If you prepared any continuation sheets for line 1,
enter the total FMV of the repurchased shares reported on
the continuation sheets.

Line 3. Add the amounts on line 1, column (h), and line 2. If
there are no amounts on line 1, column (h), and line 2
because the applicable specified affiliate is rebutting the
presumption with respect to all covered fundings and has
otherwise not acquired stock of the applicable foreign
corporation, enter -0- on line 3.

Line 4. If any of the stock repurchases reported on lines 1 or
2 were with respect to stock of an applicable foreign
corporation or a covered surrogate foreign corporation, check
“Yes.” Otherwise, check “No.”
If the amount on line 3 is $1 million or less, complete Part I
and then attach the form to Form 720. If the amount on line 3
is more than $1 million, continue to Part II. For an applicable
specified affiliate, the $1 million threshold must be calculated
by aggregating all repurchases by all applicable specified
affiliates with respect to an applicable foreign corporation.
See Proposed Regulations section 58.4501-7(c)(2)(i), for
further guidance. For an applicable specified affiliate for
which the amount on line 3 would otherwise be $1 million or
less, include a separate attachment reporting the information
required by the table in line 1 for all other applicable specified
affiliates of the applicable foreign corporation. (The amounts
with respect to other applicable specified affiliates in this
separate attachment are not included in the amount on
line 3.) You must complete this entire form if the aggregate
amount of repurchases by all applicable specified affiliates
with respect to the applicable foreign corporation exceeds $1
million.

Part II. Exceptions

See Proposed Regulations sections 58.4501-3 and
58.4501-7(m) for more detailed information regarding the
proposed application of each of the following exceptions.

Line 5a. Enter the FMV of any stock repurchased in
exchange for property permitted by section 354 or section
4

Line 5c. Enter the FMV of any stock repurchased by a RIC
or REIT.
Line 5d. Enter the FMV of any stock repurchased by a
covered corporation, a specified affiliate of a covered
corporation, a specified affiliate of an applicable foreign
corporation, an applicable foreign corporation, a specified
affiliate of a covered surrogate foreign corporation, or a
covered surrogate foreign corporation that is a dealer in
securities in the ordinary course of business.
Line 5e. Enter the total of the amounts reported on lines 5a
through 5d.

Part III. Contributions to
Employer-Sponsored Retirement
Plans

Use the table on line 6 to calculate the FMV of stock
contributed to an employer-sponsored retirement plan. See
Proposed Regulations sections 58.4501-3(d) and
58.4501-7(m)(3) regarding the proposed treatment of stock
contributed to an employer-sponsored retirement plan.
Stock contributions may be made to an
employer-sponsored retirement plan for the tax year covered
by the Form 7208 if contributed by the filing deadline for the
Form 720 to which the Form 7208 must be attached.
Line 6, column (a). On separate lines, enter each class of
stock repurchased that is listed on lines 1 and 2. Fill in the
following columns for the class listed in column (a).
Line 6, column (b). Enter the net number of repurchased
shares belonging to the repurchased class, which equals the
number of repurchased shares belonging to the repurchased
class, as reported on lines 1 and 2, minus the number of the
repurchased shares belonging to the repurchased class that
were taken into account in calculating the amounts on lines
5a-5d.
Line 6, column (c). Enter the net aggregate FMV of
repurchased shares belonging to the repurchased class,
which equals the aggregate FMV of repurchased shares
belonging to the repurchased class, as reported on lines 1
and 2, minus the FMV of the repurchased shares belonging
to the repurchased class that were taken into account in
calculating the amounts on lines 5a-5d.
Line 6, column (d). Calculate the repurchased class’s
average price per share by dividing column (c) by column (b).
Line 6, column (e). Enter the number of shares in the
repurchased class that are contributed to an
employer-sponsored retirement plan.
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Line 6, column (f). Calculate the aggregate FMV of shares
in the repurchased class contributed to an
employer-sponsored retirement plan by multiplying column
(d) by column (e).
Line 6, column (g). Enter the number of shares belonging
to a class other than the repurchased class that are
contributed to an employer-sponsored retirement plan.

expatriated entity during its tax year to employees of the
expatriated entity in connection with the performance of
services for such expatriated entity by the employee of the
expatriated entity.
Such amount of stock issued or provided to employees of
the covered corporation, employees of the applicable
specified affiliate, and employees of the expatriated entity
includes the FMV of stock issued or provided according to
the exercise of an option to purchase such stock.
Don't include the FMV of stock contributed to an
employer-sponsored retirement plan and included on line 6
or line 7.

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Line 6, column (h). Enter the aggregate FMV of shares
belonging to a class other than the repurchased class that
are contributed to an employer-sponsored retirement plan.
The aggregate FMV equals the sum of the FMVs of the
shares at the time the shares are contributed to an
employer-sponsored retirement plan.

Line 6, column (i). Enter the sum of column (f) and column
(h). This amount may not exceed the amount reported in
column (c).
Line 7. If you prepared any continuation sheets for line 6,
enter the total FMV of contributions reported on the
continuation sheets.

Line 8. Enter the sum of the amounts in line 6, column (i),
and line 7.

Part IV. Stock Issued or Provided

See Proposed Regulations sections 58.4501-4 and
58.4501-7(n) for proposed rules regarding the timing and
amount of stock issued or provided under, respectively,
sections 4501(c)(3), 4501(d)(1)(C), or 4501(d)(2)(C). See
Proposed Regulations sections 58.4501-4(f) and
58.4501-7(n)(8) for a proposed list of circumstances in which
an issuance of stock is disregarded for purposes of lines 9a,
9b, or 9c.

Line 9a. Enter the aggregate FMV, at the time issued or
provided, of the following.
• If the filer is a covered corporation, the covered
corporation’s stock issued or provided by the covered
corporation during its tax year in connection with the
performance of services for such corporation by an employee
or other service provider of such corporation.
• If the filer is an applicable specified affiliate, the applicable
foreign corporation’s stock issued or provided by such
applicable specified affiliate during its tax year to employees
of the applicable specified affiliate in connection with the
performance of services for such applicable specified affiliate
by the employee of the applicable specified affiliate.
• If the filer is an expatriated entity, the covered surrogate
foreign corporation’s stock issued or provided by such

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Line 9b. If the filer is a covered corporation, enter the
aggregate FMV, at the time provided, of the covered
corporation’s stock provided during its tax year to employees
of a specified affiliate of such covered corporation in
connection with the performance of services for such entity.
Such amount includes the FMV of stock provided pursuant to
the exercise of an option to purchase such stock. See
Proposed Regulations section 58.4501-4(f)(2)(iii) regarding
the proposed treatment of transfers of stock described in
Regulations section 1.83-6(d) to an employee of a specified
affiliate as a provision, rather than an issuance, of stock.
Don't include the FMV of stock contributed to an
employer-sponsored retirement plan and included on line 6
or line 7.
Enter -0- on line 9b in the case of a Form 7208 filed by an
applicable specified affiliate or an expatriated entity.

Line 9c. If the filer is a covered corporation, enter the
aggregate FMV of the covered corporation’s stock issued by
such covered corporation during its tax year other than in
connection with the performance of services for such
corporation by an employee or other service provider of such
corporation.
Enter -0- on line 9c in the case of a Form 7208 filed by an
applicable specified affiliate or an expatriated entity.

Part V. Tax and Payments
Line 10. Subtract lines 5e, 8, and 9d from line 3. If the
resulting amount is zero or less, enter -0- and attach the Form
7208 to Form 720. If the resulting amount is more than zero,
continue to line 11.
Line 11. Multiply line 10 by 1% (0.01). Enter the resulting
amount on line 11 and on Form 720 on the line for IRS No.
150.

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