The U.S. Securities and Exchange Commission adopted final rules to implement the Holding Foreign Insiders Accountable Act, generally requiring every director and officer of a foreign private issuer to file Section 16 reports on EDGAR. The requirement applies to foreign private issuers 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 are limited to directors and officers and do not extend to persons who beneficially own more than 10 percent of any class of Section 12-registered equity securities, citing the statutory text and legislative history as support for excluding 10 percent holders.
U.S. Securities & Exchange Commission 2026-02-27
U.S. Securities and Exchange Commission adopts HFIA Act disclosure rules requiring Section 16 filings by foreign private issuer directors and officers
The U.S. Securities and Exchange Commission adopted final rules under the Holding Foreign Insiders Accountable Act, requiring directors and officers of foreign private issuers to file Section 16 reports on EDGAR. This applies to 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 percent of such securities, based on statutory text and legislative history.