Alerts3.11.26
SEC Grants Section 16(a) Reporting Exemptions for Directors and Officers of Certain Foreign Private Issuers
Highlights
- In an order released on March 5, 2026, the U.S. Securities and Exchange Commission (SEC) announced exemptions to its Feb. 27, 2026 order implementing the Holding Foreign Insiders Accountable Act (HFIAA).
- The HFIAA directs officers and directors of foreign private issuers (FPI) to report their holdings of equity securities in the FPI pursuant to Section 16(a) of the Exchange Act.
- The March 5, 2026 exempts from the insider reporting requirements of Section 16(a) qualifying directors and officers of FPIs organized in the countries of Canada, Chile, The European Economic Area, South Korea, Switzerland and the United Kingdom.
On Feb. 27, 2026, the SEC adopted amendments to its rules and forms to implement the 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 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.
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