Instructions for Form 7208

Instructions for Form 7208

(Rev. December 2025)

Excise Tax on Repurchase of Corporate Stock

Section references are to the Internal Revenue Code unless

otherwise noted.

Future Developments

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

place it appears) the stock of which is traded on an

established securities market, including any successor to the

surrogate foreign corporation (as determined under

Regulations section 1.7874-12(a)(10)), 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).

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.

Established securities market. An established securities

market has the meaning given the term in Regulations

section 1.7704-1(b).

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 Regulations section

58.6061-1.

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

Regulations section 58.4501-2(e)(3)), and any transaction

determined by the Secretary to be economically similar to

such a redemption (as provided in Regulations section

58.4501-2(e)(4)). An economically similar transaction is one

of the following transactions.

• Certain transactions qualifying as a reorganization under

section 368(a)(1)(E) in which shareholders receive property

other than property permitted to be received under section

354 without the recognition of gain or loss.

• Certain distributions under section 355.

• Certain forfeitures and clawbacks of stock of a covered

corporation.

See Regulations section 58.4501-2(e) for more

information on transactions treated as repurchases.

You must keep complete and detailed records that are

sufficient to establish the amounts you report on this form.

See Regulations section 58.6001-1.

See Regulations sections 58.4501-1 through 58.4501-7

for more information on figuring the stock repurchase excise

tax.

Definitions

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). However, a foreign partnership

that has one or more domestic entities as direct or indirect

partners is not considered an applicable specified affiliate if

the domestic entities hold, directly or indirectly, in the

aggregate, less than 10% in each of the capital interests and

profits interests in the foreign partnership. See Regulations

section 58.4501-7(g).

Covered corporation. A covered corporation is any

domestic corporation the stock of which is traded on an

established securities market.

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

Dec 9, 2025

Expatriated entity. An expatriated entity is an entity defined

in section 7874(a)(2)(A).

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.

Stock. Stock is any instrument issued by a corporation that

is stock (including treasury stock) or that is treated as stock

for federal tax purposes, regardless of whether the

instrument is traded on an established securities market.

However, preferred stock that qualifies as additional tier 1

capital (see Regulations section 58.4501-1(b)(34)(ii)) or

preferred stock described in section 1504(a)(4) (see

Regulations section 58.4501-1(b)(34)(iii)) is not considered

stock for purposes of the stock repurchase excise tax.

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).

Instructions for Form 7208 (Rev. 12-2025) Catalog Number 93562X

Department of the Treasury Internal Revenue Service www.irs.gov

Who Must File

You must file Form 7208 if you're:

• A covered corporation whose stock is 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 during the tax year of

such applicable specified affiliate by such applicable

specified affiliate, including a foreign partnership that is an

applicable specified affiliate, from a person who is not the

applicable foreign corporation, or a specified affiliate of such

applicable foreign corporation.

• 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.

Caution: A covered corporation that is a regulated

investment company (RIC), as defined in section 851, a real

estate investment trust (REIT), as defined in section 856(a),

or a non-RIC '40 Act fund (as described in Regulations

section 58.4501-3(h)), does not need to file Form 7208.

When To File

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, for the quarter to which your previously

filed Form 7208 was attached.

Caution: If you previously submitted two Forms 7208

attached to a single Form 720 for tax years ending before

publication of final regulations under subpart B of part 58,

and you are filing two amended Forms 7208, you must attach

both of them to a single Form 720-X for the quarter to which

your previously filed Forms 7208 were attached.

Specific Instructions

File Form 7208 annually to report and pay the excise tax.

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.

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

Caution: Form 7208 is an annual return. Form 720 is a

quarterly return. Use the following table to determine the

appropriate period to attach Form 7208 to Form 720.

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.

Corporation or

partnership tax year

ends in:

Attach Form 7208 to:

Due by:

Jan., Feb., Mar.

2nd Quarter, Form 720

July 31 (same year)

Apr., May, June

3rd Quarter, Form 720 October 31 (same year)

July, Aug., Sept.

4th Quarter, Form 720

January 31 (following

year)

Oct., Nov., Dec.

1st Quarter, Form 720

April 30 (following year)

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.

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Period Covered

Name and EIN

Part I. Total Stock Repurchases

Follow these steps to compute the total FMV of stock

repurchased in your tax year.

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.

• 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 Form 7208, acquisitions of stock by a

specified affiliate or applicable specified affiliate are

“repurchases.”

Use a separate line on the table for each transaction in

which stock was repurchased. If stock was repurchased in

Instructions for Form 7208 (December 2025)

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.

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.

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 Regulations

section 58.4501-5(b)(15).

• Enter “Reorganization” if the stock was repurchased in a

reorganization under section 368(a)(1)(E). See Regulations

sections 58.4501-2(e)(4)(i) and 58.4501-7(h)(4)(i).

• Enter “Split-Off” if the stock was repurchased in a split-off.

See Regulations sections 58.4501-2(e)(4)(ii) and

58.4501-7(h)(4)(ii).

• Enter “NLF” if the repurchase was of a covered non-stock

instrument or a section 4501(d) covered non-stock

instrument. See Regulations sections 58.4501-4(f)(13)(ii)(B)

and 58.4501-7(m)(7)(v)(B)(2).

• Enter “Other” if the stock was repurchased in a type of

transaction not listed above.

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 Regulations sections

58.4501-2(h) and 58.4501-7(k) 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.

Instructions for Form 7208 (December 2025)

Line 3. Add the amounts on line 1, column (h), and line 2.

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.

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 Regulations sections 58.4501-3 and 58.4501-7(l) for

more detailed information regarding the application of each of

the following exceptions.

Line 5a. Enter the FMV of any stock repurchased from a

shareholder in a split-off in exchange for property permitted

by section 355 to be received without the recognition of gain

or loss.

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 Regulations sections

58.4501-3(g) and 58.4501-7(l)(6). Don’t attach to the Form

7208 the evidence establishing that the shareholder treats

the repurchase as a dividend.

Line 5c. Reserved for future use.

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, 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

Regulations sections 58.4501-3(d) and 58.4501-7(l)(3)

regarding the 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

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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 through 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 through 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.

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.

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 Regulations sections 58.4501-4 and 58.4501-7(m) for

rules regarding the timing and amount of stock issued or

provided under section 4501(c)(3). See Regulations sections

58.4501-4(f) and 58.4501-7(m) for a 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.

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• 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 an 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

expatriated entity during its tax year to employees of the

expatriated entity in connection with the performance of

services for such expatriated entity by an 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.

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 an

employee or other service provider 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 Regulations section 58.4501-4(f)

(2)(iv) regarding the 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. If the issuance was of a covered non-stock

instrument described in Regulations section 58.4501-4(f)(13)

(ii)(B) (or of a section 4501(d) covered non-stock instrument

described in Regulations section 58.4501-7(m)(7)(v)(B)(2)),

the aggregate FMV at the time of issuance should be entered

only if such instrument is repurchased, and only for the tax

year in which that repurchase occurs. See Regulations

sections 58.4501-4(f)(13)(iii) and 58.4501-7(m)(7)(v)(C).

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.

Instructions for Form 7208 (December 2025)

Paperwork Reduction Act Notice. The information

collected will be used by the Internal Revenue Service to

carry out the Internal Revenue laws of the United States. You

are required to give us the information. We need it to ensure

that you are complying with these laws and to allow us to

figure and collect the right amount of tax.

You aren't required to provide the information requested

on a form that is subject to the Paperwork Reduction Act

unless the form displays a valid OMB control number. The

valid OMB control number for this information collection is

1545-2323. Books or records relating to a form or its

instructions must be retained as long as their contents may

become material in the administration of any Internal

Revenue law. Generally, tax returns and return information

are confidential, as required by section 6103.

Instructions for Form 7208 (December 2025)

The time needed to complete and file this form and related

schedules will vary depending on individual circumstances.

The estimated average times are:

Recordkeeping . . . . . . . . . . . . . . . . . . . . . .

Learning about the law or the form . . . . . . . . .

Preparing and sending the form to the IRS . . . .

2hr., 37min.

1hr., 52min.

2hr., 00min.

If you have comments concerning the accuracy of these

time estimates or suggestions for making this form simpler,

we would be happy to hear from you. You can send

comments from IRS.gov/FormComments. Or you can write to

the Internal Revenue Service, Tax Forms and Publications,

1111 Constitution Ave. NW, IR-6526, Washington, DC 20224.

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