Section 16(a) Reporting Obligations for Foreign Private Issuer Directors and Officers in 2026

The Holding Foreign Insiders Accountable Act (HFIAA), which was signed into law on 18 December 2025, introduces a new compliance requirement for foreign private issuers (FPIs) that historically have not been subject to US insider reporting rules under Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Beginning 18 March 2026, directors and officers of FPIs will be required to report their equity ownership and trading activity under Section 16(a) of the Exchange Act. Once the new requirements are in effect, directors and officers of FPIs will be required to publicly report their ownership in, and transactions involving, the applicable FPI’s securities to the US Securities and Exchange Commission (SEC) on Forms 3, 4, and 5.

While the HFIAA expands the scope of Section 16(a) to include directors and officers of FPIs for the first time, it does not extend Section 16(a) reporting obligations to shareholders who beneficially own more than 10% of an FPI’s registered equity securities.

Compliance Requirements

As of the 18 March 2026 effective date, directors and officers of FPIs will be required to comply with the following Section 16(a) reporting obligations:

• File an initial ownership report on Form 3 if serving as a director or officer of an FPI as of 18 March 2026;
• File a Form 3 within 10 calendar days of appointment if becoming a director or officer of an FPI after 18 March 2026;
• Ensure timely initial ownership filings in connection with an FPI initial public offering, including filing Form 3 promptly following the effectiveness of the registration statement;
• Report most changes in beneficial ownership on Form 4 within two business days of the transaction, including purchases, sales, grants, or other reportable equity transactions (e.g., equity compensation grants and sales to cover exercise price payments and tax-withholding obligations);
• File an annual Form 5, if applicable, within 45 days after the end of the FPI’s fiscal year to report transactions eligible for deferred reporting or to confirm that no Form 5 filing is required; and
• Obtain and maintain EDGAR Next access credentials in order to make required filings, including completing any necessary onboarding or authorization steps in advance.

Potential SEC Exemptive Relief

HFIAA also authorizes the SEC to exempt, on a conditional or unconditional basis, any person, security, or transaction from these reporting requirements if the SEC determines that the laws of a foreign jurisdiction impose substantially similar disclosure obligations. At this time, there is no guidance regarding how the SEC will evaluate comparability, whether exemptions will be granted on a jurisdiction-wide or class basis, or whether relief will be available only in limited circumstances.

Foreign Private Issuers Remain Exempt from Short Swing Profit Liability

Section 16(b) of the Exchange Act provides for the disgorgement of profits from matching purchases and sales of securities within a six-month period. However, directors and officers of FPIs will remain exempt from Section 16(b) as HFIAA amends only Section 16(a).

Next Steps

Identify Section 16 Officers

Officers subject to Section 16 are defined in Rule 16a-1(f) under the Exchange Act and include the issuer’s president; principal financial officer; principal accounting officer (or, if there is no such accounting officer, the controller); any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other officer who performs a policy-making function; and any other person who performs similar policy-making functions for the issuer. FPIs should identify which of their officers qualify as officers for Section 16 purposes. In many cases, an FPI’s Section 16 officers will be the same as the officers reported in its annual report on Form 20-F. However, in certain circumstances, differences may exist between an FPI’s Section 16 officers and the officers reported on Form 20-F.

Enroll in EDGAR Next

In order to file Forms 3, 4, and 5, directors and officers must be enrolled in the EDGAR Next reporting system. Companies should therefore identify which officers and directors require enrollment and coordinate with them to complete the process prior to the commencement of Section 16 reporting obligations on 18 March 2026.

Education and Logistics

FPIs should establish internal policies and procedures to ensure that directors and officers make timely Section 16 filings. Directors and officers should also be informed of these obligations, including that all Section 16 reports are publicly available on EDGAR. Although the filing obligations rest with the individuals, issuers and their counsel commonly assist with preparing and submitting the filings, often pursuant to powers of attorney authorizing designated persons to act on a director’s or officer’s behalf. FPIs should therefore implement appropriate procedures, such as obtaining powers of attorney where applicable, and consider providing internal training to educate directors and officers on the reporting requirements and potential consequences.

Insider-Trading Policy

Since directors and officers of FPIs will be subject to Section 16(a), FPIs should review and consider adopting insider-trading policies that mandate internal reporting of trades and support compliance with Section 16(a). This may include instituting pre‑clearance procedures for director and Section 16 officer transactions to help ensure timely filings.

Initial Form 3

Each director and officer of an FPI must file an initial report on 18 March 2026, disclosing all equity securities of the FPI beneficially owned as of that date.