Section 16(a) Compliance For Foreign Private Issuers

On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (the "HFIAA"), which 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 of 1934 to report their holdings of and transactions in the FPI's equity securities (electronically and in English) beginning March 18, 2026 (no-action relief permits directors and officers of FPIs affected by conflict in Iran to delay initial compliance).

• SEC Amendments to Rules and Forms. On February 27, 2026, the SEC adopted amendments to its rules and forms to conform them to the HFIAA (see this blog for more information).



• SEC Exemptive Order. The HFIAA also authorized the SEC to exempt insiders from Section 16(a) if the laws of a foreign jurisdiction impose on them substantially similar reporting requirements.

  On March 5, 2026, the SEC issued an exemptive order providing that directors and officers of FPIs (as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively) are not required to comply with Section 16(a) as long as the FPI is organized under the laws of a "qualifying jurisdiction" and the director or officer is publicly reporting transactions in the FPI'a securities pursuant to a "qualifying regulation."

  To rely on the exemption, directors and officers must file reports as required by a qualifying regulation and in English. If the jurisdiction in which reports are filed doesn't accept filings in English, the exemption will still be available if the FPI posts an English language version of the report on its website by the end of the second business day after the report's public posting.

  The six qualifying jurisdictions are Canada, Chile, the European Economic Area (see list of specific countries below), the Republic of Korea, Switzerland and the United Kingdom. The exemption extends to directors and officers of FPIs organized in a qualifying jurisdiction even if the FPI is subject to the qualifying regulation of another qualifying jurisdiction (e.g., the FPI is organized in Canada but its securities trade in Germany). The 30 countries in the European Economic Area listed in the release are:

  • Austria
  • Belgium
  • Bulgaria
  • Croatia
  • Cyprus
  • Czech Republic
  • Denmark
  • Estonia
  • Finland
  • France
  • Germany
  • Greece
  • Hungary
  • Ireland
  • Italy
  • Latvia
  • Lithuania
  • Luxembourg
  • Malta
  • Netherlands
  • Poland
  • Portugal
  • Romania
  • Slovakia
  • Slovenia
  • Spain
  • Sweden
  • Iceland
  • Liechtenstein
  • Norway
  
  

  The six qualifying regulations are:

  • Canada's National Instrument 55-104 – Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies) ("NI 55-104"), which provides, in general, requirements that directors and officers of covered issuers promptly report their initial holdings and any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.
  • Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma de Carácter General) No. 269, which provide, in general, requirements that directors and executive officers promptly report their initial holdings and any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.
  • Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union's member states) and as incorporated into the domestic law of each European Economic Area state ("EU MAR"), which provides, in general, requirements that persons discharging managerial responsibilities (which includes directors and officers) promptly report to the issuer any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.
  • Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act which provide, in general, requirements that directors and executives promptly report their initial holdings and any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.
  • Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority (the "SIX Listing Rules") which provide, in general, requirements that members of the board of directors and members of the executive committee promptly report to the issuer any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.
  • Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No.596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018 ("UK MAR"), which provides, in general, requirements that persons discharging managerial responsibilities (which includes directors and officers) promptly report to the issuer any changes in beneficial ownership of the issuer's securities, including a description of the security, the nature of the transaction, and the price and volume of the transaction, and that such reports be made available to the general public.

• SEC FAQs. The staff of the SEC's Division of Corporation Finance issued five FAQs on March 9, 2026, and an additional two FAQs on March 12, 2026, addressing transition issues raised by the deferred effective date (March 18, 2026) of the HFIAA. The FAQs confirm that:

  • All Section 16(a) reports (Forms 3, 4 and 5) must be filed via EDGAR in accordance with Regulation S-T unless the filing person has obtained a hardship exception under Regulation S-T Rule 202 allowing reports to be filed in paper. To be timely filed via EDGAR, a report must be submitted and accepted no later than 10:00 p.m., Eastern U.S. time on its due date.
  • A person who is serving as a director or officer on December 18, 2025, must file Form 3 on March 18, 2026. If, however, the person is no longer a director or officer on March 18, the person is not required to file a Form 3.
  • If a person is appointed or elected as a director or officer effective after December 18, 2025, but before March 18, 2026, their Form 3 will be due by the later of March 18, 2026, or the date that is ten days after the person became a director or officer. For example, a person who is appointed as an officer effective March 1, 2026, must file a Form 3 on March 18, 2026, while a person who is appointed as an officer effective March 15, 2026, must file a Form 3 by March 25, 2026.
  • If an FPI initially registers a class of equity securities under Section 12 of the Exchange Act after December 18, 2025, but before March 18, 2026, a person serving as a director or officer as of the date the registration statement becomes effective must file a Form 3 on March 18, 2026. A person who becomes a director or officer after the registration statement became effective must file a Form 3 by the later of March 18, 2026, or the date that is ten days after the person became a director or officer.
  • For an FPI that had a class of equity securities registered under Section 12 of the Exchange Act prior to March 18, 2026, Rule 16a-2(a)'s six-month look-back would not apply to require a director or officer to report on their first any required Form 4 transactions effected prior to March 18, 2026. In contrast, for an FPI that registers a class of equity securities on or after March 18, 2026, Rule 16-2(a) would obligate the FPI's directors and officers to report on the first required Form 4 transactions effected prior to March 18, 2026, and within the six-month look-back.
  • The staff will not recommend enforcement action for a late report filed by a director or officer of an FPI as long as the insider:
    • Submitted a completed Form ID and the related required documents before March 18, 2026,
    • Did not receive EDGAR access codes by March 18, 2026, and
    • Files the required report as soon as possible after receiving EDGAR access codes (and no later than April 1, 2026).
  • The staff will provide the same no-action relief to insiders of domestic issuers as long as the insider:
    • Submitted a completed Form ID before the filing deadline for the Section 16 report and the deadline for filing the report was between December 18, 2025, and March 18, 2026,
    • Did not receive EDGAR access codes by the filing deadline, and
    • Files the required report as soon as possible after receiving EDGAR access codes (and no later than April 1, 2026).



While the staff did not offer relief from Item 405 of Regulation S-K, which requires domestic issuers (but not FPIs) to disclose their insiders' Section 16(a) reporting delinquencies, the staff specified that issuers may include in their Item 405 disclosure a statement that the insider relied on the staff's no-action position.

• SEC No-Action Relief: Delayed Effective Date for Insiders of FPIs Affected by Conflict in Iran. On March 13, 2026, the staff of the Division of Corporation Finance issued a no-action letter that effectively delays the date by which officers and directors of FPIs must start filing Section 16(a) reports under the HFIAA if the FPI is headquartered or organized in a jurisdiction in the geographical region directly affected by the military conflict in Iran and can represent that its ability to comply with the HFIAA's March 18 deadline has been materially affected by the direct effects of the conflict. FPIs may rely on the no-action letter, which was issued to Israel-based Tower Semiconductor Ltd. (TSEM), until April 20, 2026—which is the new deadline for these directors and officers to file their Forms 3.

  An FPI assessing whether the military conflict has directly affected its ability to comply with Section 16(a) may want to compare its circumstances to those TSEM described in its no-action request:

…temporary wartime restrictions on non-essential workplace activities remain ongoing and TSEM employees continue to be subject to shelter-in-place orders from time to time. In addition, several parts of Israel are experiencing intermittent loss of power, internet and telecommunications services, as Israel continues to endure severe disruptions to communications and infrastructure…. [T]hese war conditions have meaningfully impaired TSEM's ability to collect, verify and assist its directors and officers in reporting the security ownership information required under Section 16(a). In addition, these restrictions impact access to company records and legal and compliance services, including notary services, that are necessary to complete the reports.

• Preparing for Section 16(a) Compliance. While the responsibility for complying with Section 16(a) lies solely with each insider, it is common practice for issuers to take charge of Section 16(a) compliance by preparing and filing insiders' Section 16(a) reports on their behalf.

  FPIs that are organized under the laws of a "qualifying jurisdiction" and therefore may come within the exemptive order described above should confirm that their directors and officers (as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively, and keeping in mind the compliance issues described below) are complying with a "qualifying regulation." If the jurisdiction in which reports are filed doesn't accept filings in English, the exemption will still be available so long as the FPI posts on its website an English language version of filed reports by the end of the second business day after the report's public posting.

  All FPIs that do not come within the exemptive order should use the remaining time before March 18 to confirm that they have an effective compliance program in place to ensure that their directors and officers can fulfill their reporting obligations. Current directors and officers of FPIs subject to the new Section 16(a) disclosure requirement will need to file their Form 3 on or before March 18, 2026, and be prepared to file Forms 4 or Forms 5 to report all reportable transactions that occur on or after that date. Starting on March 18, newly appointed directors and officers will have 10 calendar days within which to file a Form 3.

As part of their compliance program, FPIs should, at a minimum:

• Identify Section 16 Officers and Directors. Exchange Act Rule 3b-4 conditions foreign private issuer status on, among other things, a company not having U.S. citizens or residents comprising a majority of its executive officers or directors. Since that is the case, each FPI is already required to identify which members of its management functioned as "executive officers" and "directors" as part of its annual qualification determination. The individuals so identified also would be regarded as "officers" and "directors" under Rule 16a-1. As FPIs prepare to comply with the Section 16(a) reporting requirements, each FPI should re-evaluate the individuals that it has previously identified as its "officers" and "directors" with a view to ensuring that it is applying these new reporting requirements to the correct individuals, keeping in mind that any changes would potentially impact the FPI's status at the next annual determination.

  In evaluating whether the correct individuals have been identified as "officers," FPIs may want to consider the information in Chapter 2 of the Treatise and the "Checklist: 'Executive Officer' Determinations" posted elsewhere on Section16.net. FPIs should also refer to the guidance with respect to "officer" and "director" status provided by the staff in its Compliance and Disclosure Interpretations ("CDIs"), including in Question 110.05 of the Exchange Act Rules CDIs and Question 110.08 of the Exchange Act Forms CDIs. In addition, FPIs should consider implementing other corporate governance best practices, such as having the board of directors annually revisit, and reflect in board resolutions, its evaluation of the individuals identified as "executive officers" and "officers."

• Obtain EDGAR Codes for Section 16 Insiders. Before March 18, 2026, each FPI subject to the new Section 16(a) reporting requirement will need to obtain EDGAR filing codes for each of its officers and directors who does not already have such codes and also determine whether they will handle their insiders' Section 16 filings internally or through a third-party service provider. FPIs may want to consider the information included in our "Checklist: Managing EDGAR Codes for Section 16 Insiders." FPIs should also keep in mind that obtaining EDGAR filing codes currently requires substantial lead time (up to 10 business days, or longer if the initial Form ID is rejected).

• Evaluate Corporate Policies and Procedures. Each FPI should evaluate its existing controls and procedures, insider trading policy, and board and management education and training programs and consider updating them to address compliance with the new reporting requirement to ensure that the required information regarding its directors' and officers' holdings and transactions is communicated timely to the appropriate person so that the required reports (under Section 16(a) or the applicable qualifying regulation) may be filed on time.

  For FPIs that must commence Section 16(a) reporting pursuant to this new requirement, this disclosure will have the collateral effect of providing visibility into insiders' transactions in company stock, particularly equity compensation transactions, since currently most FPIs report their insiders' compensation annually and in the aggregate, and FPIs may want to plan for the potential effects of this increased visibility, including on the FPI's investor relations.

• Insiders of FPIs Remain Exempt from Section 16(b) and Section 16(c). The HFIAA eliminated only the exemption from the reporting requirements of Section 16(a) and did not eliminate the exemption from the short-swing profit recovery provisions of Section 16(b) or the exemption from the prohibition on short-selling in Section 16(c).