Alerts3.5.26
SEC Adopts Implementing Amendments for Section 16(a) Reporting by Directors and Officers of Foreign Private Issuers
Highlights
- On Feb. 27, 2026, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules and forms to implement the Holding Foreign Insiders Accountable Act (HFIAA), enacted in December 2025.
- As discussed in our previous alert, the HFIAA provides that, beginning on March 18, 2026, directors and officers of any foreign private issuer (FPI) with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act) must report their holdings of and transactions in the FPI’s equity securities pursuant to Section 16(a) of the Exchange Act.
Section 16 of the Exchange Act generally applies to the directors and officers of any issuer with a class of equity securities registered under Section 12 of the Exchange Act, as well as to persons who beneficially own more than 10% of such class. Section 16(a) generally requires these “insiders” to report their holdings of, and transactions in, the issuer’s equity securities by means of filings on Forms 3, 4, and 5.
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