The U.S. Securities and Exchange Commission adopted final rules implementing the Holding Foreign Insiders Accountable Act, extending Section 16 insider transaction reporting to directors and officers of foreign private issuers and requiring those reports to be filed on EDGAR. The requirements apply to a foreign private issuer with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934. In a statement accompanying the adoption, Commissioner Mark T. Uyeda highlighted that the final rules do not apply to persons who beneficially own more than 10 percent of any class of registered equity securities, citing the statutory text and legislative history as limiting the Act’s scope to directors and officers.
U.S. Securities & Exchange Commission 2026-02-27
U.S. Securities and Exchange Commission adopts Holding Foreign Insiders Accountable Act rules requiring Section 16 reports from foreign private issuer directors and officers
The U.S. Securities and Exchange Commission adopted final rules under the Holding Foreign Insiders Accountable Act, mandating Section 16 insider transaction reporting for directors and officers of foreign private issuers, with filings required on EDGAR. These rules apply to foreign private issuers with equity securities registered under Section 12 of the Securities Exchange Act of 1934. Commissioner Mark T. Uyeda noted the rules exclude beneficial owners of more than 10% of any class of registered equity securities.