The U.S. Securities and Exchange Commission adopted final rule and form amendments to implement the Holding Foreign Insiders Accountable Act, expanding transparency around the holdings and transactions of directors and officers of foreign private issuers (FPIs). Directors and officers of FPIs with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 must begin disclosing their holdings and transactions in the issuer’s equity securities on March 18, 2026. The HFIA Act amended Exchange Act Section 16(a) to require directors and officers of Exchange Act reporting FPIs, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC’s amendments remove Rule 3a12-3(b)’s exemption from Section 16 and replace it with exemptions limited to Section 16(b) short-swing profit rules and Section 16(c) short selling prohibitions, and revise Rule 16a-2 to exclude 10 percent holders of FPIs’ equity securities from Section 16(a) and related rules; associated Section 16 reporting forms are also updated. The adopting release is posted on the SEC website and is expected to be published in the Federal Register.
U.S. Securities & Exchange Commission 2026-02-27
U.S. Securities and Exchange Commission adopts final rules requiring Section 16 electronic English filings by foreign private issuer directors and officers from March 18, 2026
The U.S. Securities and Exchange Commission adopted amendments to implement the Holding Foreign Insiders Accountable Act, enhancing transparency for directors and officers of foreign private issuers (FPIs). These amendments require electronic and English filings of Section 16 reports, remove certain exemptions, and update reporting forms. The changes take effect on March 18, 2026, for FPIs with equity securities registered under Section 12 of the Securities Exchange Act of 1934.