Foreign Private Issuers

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On December 18, 2025, the Holding Foreign Insiders Accountable Act (HFIAA) amended Section 16(a) to require directors and officers of foreign private issuers ("FPIs") that have a class of equity securities registered under Section 12 of the Exchange Act to report their holdings of and transactions in the FPI's equity securities (electronically and in English) beginning March 18, 2026.

On March 5, 2026, the SEC issued an exemptive order providing relief from these requirements for insiders who are subject to and comply with specified regulations in the following jurisdictions (provided that, if the filings aren't in English, the FPI posts an English language version on its website): Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom.

The staff of the SEC's Division of Corporation Finance also issued FAQs on HFIAA transition issues to supplement existing guidance for Section 16(a) reporting persons.

FPI Resources for Non-Members:

1. Section 16(a) Compliance For Foreign Private Issuers
2. SEC Guidance

FPI Resources for Section16.net Members Only:

3. Memos
4. Alan Dye's Section 16 Forms & Filings Handbook
5. Webcasts
6. Romeo & Dye's Section 16 Treatise and Reporting Guide
7. Section16.net Q&A Forum
8. Back issues of Section 16 Updates

FPI Resources for TheCorporateCounsel.net Members Only:

9. Relevant FPI Resources for TheCorporateCounsel.net Members
10. SEC Guidance

FPI Resources for Non-Members:

1. 16(a) Compliance For Foreign Private Issuers
    
2. SEC Guidance
   • Holding Foreign Insiders Accountable Act Frequently Asked Questions (3/26)
   • Exemptive Order Release: Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act (3/26)
   • Chairman Atkins' Statement on Final Rules for the Holding Foreign Insiders Accountable Act (2/26)
   • Division of Corporation Finance: Compliance and Disclosure Interpretations, Exchange Act Section 16 and Related Rules and Forms (as last updated August 25, 2023)
      

FPI Resources for Section16.net Members Only:

3. Memos
   • "US Congress Eliminates FPI Exemption for Insider Reporting Obligations Under Holding Foreign Insiders Accountable Act" - Cooley (3/26)
   • "U.S. SEC Adopts Final Rules to Address Section 16(a) Reporting Obligations for Directors and Officers of FPIs" - Sidley (3/26) 
   • "New Reporting Obligations for Directors and Officers of Foreign Private Issuers" - Proskauer (2/26) 
   • "Foreign Private Issuers and Section 16: Understanding Your Equity Compensation Plan" - Simpson Thacher (1/26)
   • "Foreign Private Issuer Directors and Officers Are Soon Subject to Section 16(a) Reporting" - Barnes & Thornburg (1/26)
   • "President Trump Signs Holding Foreign Insiders Accountable Act into Law" - Pillsbury (1/26)
   • "Section 16 Reporting to Apply to Directors and Officers of Foreign Private Issuers" - Simpson Thacher (1/26)
   • "Defense Bill Extends Insider Reporting Obligations to FPIs" - Davis Polk (12/25)
   • "SEC Insider Reporting Obligations Will Apply to Directors and Officers of FPIs" - Davis Polk (12/25)
   • "Section 16 Reporting Obligations Extended to Insiders of Foreign Private Issuers" - Paul Weiss (12/25)
   • "Changes Coming For Officers and Directors of FPIs: Congress Mandates Reporting Securities Trades" - Covington (12/25)
   • "Section 16(a) Reporting Obligations for Foreign Private Issuer Directors and Officers in 2026" - K&L Gates (12/25)
   • "Foreign Private Issuer Insiders to Become Subject to Section 16 Reporting" - Bryan Cave (12/25)
   • "Congress Abolishes Certain Exemptions for Foreign Private Issuers" - Greenberg Traurig (12/25)
   • "US Insider Reporting Requirements Coming for Directors and Officers of Foreign Private Issuers" - Troutman Pepper Locke (12/25)
   • "Directors and Officers of FPIs Required to Begin Publicly Reporting Equity Ownership, Awards, and Transactions on March 18, 2026" - Ropes & Gray (12/25)
   • "SEC Insider Reporting Obligations Extend to Directors and Officers of Foreign Private Issuers" - Norton Rose Fulbright (12/25)
   • "Foreign Private Issuers: New Insider Reporting Obligations Take Effect in March 2026" - Dechert (12/25)
   • "Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting" - Wilson Sonsini (12/25)
   • "Section 16 Reporting Requirements Expanded" - Dorsey (12/25)
   • "Directors and Officers of FPIs Will Be Subject to Section 16 Reporting Requirements" - White & Case (12/25)
   • "Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption" - Cleary Gottlieb (12/25)
   • "Section 16(a) Reporting Obligations to Be Extended to Directors and Officers of Foreign Private Issuers" - Debevoise (12/25)
   • "FPI Insiders to Be Required to Report Share Ownership and Trading to SEC" - Sullivan & Cromwell (12/25)
   • "U.S. May Eliminate Section 16 Reporting Exemption for Foreign Private Issuers" - Torys (12/25)
   • "U.S. Legislation Subjects Directors and Officers of Foreign Private Issuers to Section 16(a) Reporting Obligations" - Sidley (12/25)
      
4. Alan Dye's Section 16 Forms & Filings Handbook
   • Model Form 7a — Sample Form 3 Upon Foreign Private Issuer Becoming Subject to Section 16(a) on March 18, 2026
      
5. Webcasts
   • Alan Dye's "2026 Latest Developments" Webcast on February 4, 2026
      
6. Romeo & Dye's Section 16 Treatise and Reporting Guide
   • Section 3.04 - Exempted Securities
      
7. Section16.net Q&A Forum
   • Q&A Forum FPI Discussions
      
8. Back Issues of Section 16 Updates Quarterly Newsletter
    

Relevant FPI Resources for TheCorporateCounsel.net Members Only:

9. "Foreign Private Issuers" Practice Area
    
10. SEC Guidance
    • Adopting Release: Holding Foreign Insiders Accountable Act Disclosure (2/26)
    • Concept Release: Foreign Private Issuer Eligibility (6/25)