The U.S. Securities and Exchange Commission adopted final amendments to its rules and forms under Section 16 of the Securities Exchange Act of 1934 to conform to the Holding Foreign Insiders Accountable Act (HFIA Act). The changes implement new insider reporting obligations for directors and officers of certain foreign private issuers. Under the HFIA Act, covered foreign private issuer insiders must report their holdings and transactions in the issuer’s securities, with the statutory reporting requirements taking effect on 18 March 2026. The SEC noted the amendments were adopted more than two-and-a-half weeks ahead of the deadline set by the HFIA Act and highlighted that the statute authorises exemptions where foreign law already imposes substantially similar requirements. SEC staff is evaluating whether to recommend that the Commission exercise its exemptive authority for certain persons, securities, or transactions.
U.S. Securities & Exchange Commission 2026-02-27
U.S. Securities and Exchange Commission amends Section 16 insider reporting rules to implement the Holding Foreign Insiders Accountable Act
The U.S. Securities and Exchange Commission (SEC) adopted final amendments to rules under Section 16 of the Securities Exchange Act of 1934 to align with the Holding Foreign Insiders Accountable Act (HFIA Act). These amendments introduce new insider reporting obligations for directors and officers of certain foreign private issuers, effective 18 March 2026. The SEC is considering exemptions where foreign law imposes similar requirements.