U.S. SEC Adopts Final Rules to Address Section 16(a) Reporting Obligations for Directors and Officers of Foreign Private Issuers

On February 27, 2026, the U.S. Securities and Exchange Commission (SEC) adopted final rules and related form amendments to implement the newly enacted Holding Foreign Insiders Accountable Act (the HFIA Act). The HFIA Act, included in the National Defense Authorization Act for Fiscal Year 2026 and signed into law on December 18, 2025, amends Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to subject directors and officers of foreign private issuers (FPI) to the SEC reporting requirements under Section 16(a) of the Exchange Act.

Pursuant to the HFIA Act, directors and officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act must begin reporting their holdings and transactions in the FPI’s equity securities on March 18, 2026, the effective date of the HFIA Act. The final rules adopted by the SEC effectuate the technical changes to the rules, including Rule 3a12-3(b) and 16a-2 under the Exchange Act, necessary to comply with the HFIA Act requirements, and adjust the format and instructions for Forms 3, 4, and 5, to accommodate FPIs.

In a statement accompanying the final rules, SEC Chairman Paul S. Atkins noted that the SEC staff is evaluating whether it will recommend that the SEC exercise its authority, under the HFIA Act, to exempt persons, securities, or transactions from Section 16(a) reporting where it determines that a foreign jurisdiction imposes substantially similar requirements.

FPIs and their directors and officers should begin preparing for compliance with Section 16(a) reporting requirements, including setting up EDGAR filing accounts and implementing appropriate internal compliance procedures, while monitoring further developments regarding potential exemptive relief.