On February 27, 2026, the Securities and Exchange Commission (SEC) adopted final rules and form amendments implementing the Holding Foreign Insiders Accountable Act (HFIAA). As of March 18, 2026 — HFIAA’s effective date — directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) must file Exchange Act Section 16(a) beneficial ownership reports on Forms 3, 4, and 5 via EDGAR. Because Section 16(a) includes short, transaction-driven filing deadlines (often within two business days), FPIs should treat this as an operational readiness item for their legal, finance, HR/equity administration, and investor relations teams.
Section 16(a) Requirements/Changes for FPIs
Section 16(a) is a U.S. insider reporting regime. It requires directors and certain officers of public companies to publicly report their beneficial ownership of company equity securities and most changes in that ownership (for example, open-market trades, certain equity award events, and option exercises). Until recently, FPIs generally relied on a long-standing SEC rule that provided a broad exemption from Section 16 reporting. HFIAA, signed into law in December 2025, amended the statute to extend Section 16(a) reporting to directors and officers of FPIs. The SEC’s February 2026 final rulemaking updated the SEC’ rules and the Forms 3, 4, and 5 instructions to reflect that statutory change.
What the SEC Adopted
The SEC’s final rules are largely “conforming” changes, meaning they are designed to implement HFIAA without expanding it. In addition to updating Forms 3, 4, and 5, the SEC amended several Exchange Act rules to (a) remove FPIs’ blanket exemption from Section 16(a) reporting, (b) confirm who is and is not covered, and (c) address filing mechanics for newly covered insiders. Key points include:
- Who is covered (and how to think about it): These changes apply to directors and officers of FPIs, as those terms are defined under U.S. securities laws. The SEC reiterated that “officer” status is not based solely on titles and can include individuals who perform significant policy-making functions. For “director,” the analysis is based on facts and circumstances (including in non-U.S. governance structures), rather than labels.
- 10% shareholders are not swept in: Although Section 16(a) also typically applies to more-than-10% beneficial owners for U.S. domestic issuers, the HFIAA extension for FPIs is limited to directors and officers. The SEC’s conforming amendments (including to Rule 16a-2) reflect that 10% beneficial owners of an FPI are not newly subject to Section 16(a) unless they also serve as a director or officer.
- What must be filed: Covered directors and officers must file Form 3 (initial ownership), Form 4 (most changes in ownership, generally within two business days), and Form 5 (annual “catch-all” for certain transactions and missed filings). Reportable events often include open-market trades, many equity award-related events (including grants, exercises, and settlement/vesting events, as applicable), gifts, and other transactions that change beneficial ownership.
- Filings and form updates: Reports must be filed electronically on EDGAR and in English. The SEC also updated Forms 3, 4, and 5 and their instructions to better accommodate FPIs (adding, for example, optional fields for foreign trading symbols and address fields designed to work with non-U.S. address formats).
- What did not change: The SEC amended Rule 3a12-3(b) to remove FPIs’ blanket exemption from Section 16(a) reporting, but it preserved FPIs’ exemptions from Section 16(b) (short-swing profit disgorgement) and Section 16(c) (short sale restrictions). In other words, the new requirement for most FPIs is public reporting, not expansion of short-swing profit or short sale liability.
Key Dates and Filing Deadlines
For many FPIs, the most immediate impact is timing. Section 16(a) has short turnaround times, and many filings are due within two business days of a transaction.
- Form 3 (initial filing): Individuals who were directors or officers of a covered FPI prior to HFIAA’s effective date were required to file an initial Form 3 by 10:00 p.m. ET on March 18, 2026. Individuals who become directors or officers after March 18, 2026, generally must file a Form 3 within 10 days of becoming a director or officer (even if they do not own any company securities).
- Form 4 (most transactions): Most acquisitions and dispositions must be reported on Form 4 within two business days of the transaction date. This typically includes open-market trades, many equity award transactions, option exercises, and gifts.
- Form 5 (annual “catch-all”): Certain transactions that can be deferred, along with any transactions that were required to be reported earlier but were missed, are generally reported on Form 5 within 45 days after the company’s fiscal year end.
What’s Next
- Confirm who is covered and what is reportable. FPIs should confirm which individuals are officers and directors under the SEC’s definitions (Rule 16a‑1(f) and Exchange Act Section 3(a)(7)). Directors and officers should understand the types of transactions that typically trigger reporting, including trades and many equity award-related events.
- Get filing logistics in place (EDGAR access, delegation, and timing). FPIs and their directors/officers should confirm EDGAR credentials, delegations (to the company, counsel, or a filing agent), and the practical steps needed to file quickly, especially given the two-business-day Form 4 deadline for many transactions.
- Prepare initial filings and baseline ownership information. FPIs should coordinate collection of initial holdings and equity award information so initial Forms 3 can be prepared on time. Directors and officers should be ready to confirm their beneficial ownership information (including through entities or trusts, as applicable).
- Put a repeatable transaction-notice process in place. FPIs should aim to implement a simple process that ensures they learn about reportable transactions immediately (including trades, exercises, and certain gifts) so that filings can be prepared and submitted within required deadlines. Directors and officers should provide prompt notice of transactions and follow any company pre-clearance procedures.
Potential Exemptive Relief for Certain FPIs
Separately from the February 2026 rulemaking, the SEC has exercised its exemptive authority for certain FPIs whose home jurisdictions already require timely public insider reporting. Specifically, on March 5, 2026, the SEC issued an order granting a conditional exemption from Section 16(a) filing requirements for directors and officers of FPIs that are incorporated or organized in specified “qualifying jurisdictions” and subject to substantially similar local insider reporting regulations. Qualifying jurisdictions currently include Canada, Chile, the European Economic Area, South Korea, Switzerland, and the United Kingdom.
The exemption is conditioned on compliance with the applicable foreign reporting regime and on the related reports being publicly available in English within two business days, among other requirements. Because eligibility depends on both the insider’s qualifying jurisdiction and satisfaction of the order’s conditions (and because the SEC could issue additional orders covering other jurisdictions), FPIs should evaluate early whether they may rely on the exemption and, unless it clearly applies, plan to comply with U.S. Section 16(a) reporting.
Key Takeaways
Many FPIs now need to support U.S. Section 16(a) insider reporting for the first time for their directors and officers. The change is primarily about timing and process: initial Form 3 filings were due on (or shortly after) March 18, 2026, and many transactions will trigger Form 4 filings due within two business days. FPIs should focus now on mapping covered individuals, completing EDGAR/EDGAR Next set-up, and implementing a repeatable, cross-functional process that captures reportable transactions quickly enough to meet short filing deadlines. FPIs should also monitor SEC developments regarding any exemptive relief and related conditions.
FBT Gibbons is monitoring SEC developments affecting FPIs, including the new Section 16(a) reporting regime and any further exemptive relief or guidance. We stand ready to assist businesses impacted by this rule adoption. Please contact the authors to discuss strategies for navigating this development and the possible effects on your business.