As discussed in this prior blog, on December 18, 2025, the Holding Foreign Insiders Accountable Act (HFIAA) removed the exemption from reporting under Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act), as amended, for foreign private issuers (FPIs). 

On March 5, 2026, the United States Securities and Exchange Commission (SEC) issued an exemptive order (Order) providing relief for FPIs incorporated in certain jurisdictions and established a framework in which it will accept home-country filings as a substitute for Forms 3, 4, and 5, if they meet certain requirements, which are discussed below. 

In addition, on February 27, 2026, the SEC adopted final amendments to rules and forms under the Exchange Act to implement the HFIAA. Effective March 18, 2026, directors and officers of (FPIs) with a class of equity securities registered under Section 12 of the Exchange Act will become subject to Section 16(a) beneficial ownership and transaction reporting. At the same time, FPIs will retain exemptions from Section 16(b) short-swing profit recovery and Section 16(c) short sale prohibitions, and ten-percent holders of FPIs will remain outside the scope of Section 16(a).

In addition, the rulemaking introduces technical updates to Forms 3, 4, and 5, including optional fields for foreign trading symbols and more precise address information, and clarifies the treatment of FPIs in Rule 16a-2. The SEC did not provide for a notice and comment period under the Administrative Procedure Act, taking the position that the amendments are ministerial-conforming changes mandated by the HFIAA. It also opted not to publish the amended rules in the Federal Register 30 days before effectiveness, finding good cause to have the amended rules become effective sooner to comply with the HFIAA.

Below, we discuss the scope of the new Section 16 obligations, requirements for exemptive relief, and key considerations for FPIs.

Scope of new Section 16 obligations for FPIs

The new requirements apply to:

  • Every director of an FPI with a class of equity securities registered under Section 12, as determined under Exchange Act Section 3(a)(7), and
  • Every “officer” of such an FPI, as defined in Rule 16a‑1(f) (e.g., president, principal financial and accounting officers, vice presidents in charge of principal business units, and others performing policy‑making functions or similar functions).

Notably, ten-percent beneficial owners of FPIs are not brought within Section 16(a) by the HFIAA. The SEC interprets the statutory text and legislative history as adding FPIs only with respect to directors and officers of FPIs, not ten-percent holders, and has amended its rules accordingly.

The HFIAA did not subject FPIs to the provisions of Sections 16(b) and 16(c). Accordingly, short‑swing profit disgorgement under Section 16(b) and the short‑sale restrictions under Section 16(c) remain inapplicable to directors and officers of FPIs. However, directors and officers of FPIs remain fully subject to Exchange Act Section 10(b), Rule 10b‑5, and other antifraud provisions.

Key rule and form amendments

Rule 3a12-3(b)

The SEC is amending Exchange Act Rule 3a12‑3(b) to remove the prior blanket exemption from all of Section 16 for securities registered by FPIs, replacing it with an exemption solely from the Exchange Act:

  • Sections 14(a), (b), (c), and (f); and
  • Sections 16(b) and 16(c).

As a result, securities registered by FPIs remain exempt from the specified proxy and short‑swing/short‑sale provisions, but they are no longer exempt from Section 16(a) reporting. In the Adopting Release, the SEC emphasized that language in Rule 16a‑3 and the instructions to Forms 4 and 5 that refer to “transactions not exempt from Section 16(b)” do not relieve FPI directors and officers of their Section 16(a) reporting obligations, notwithstanding their statutory exemption from Section 16(b).

Rule 16a‑2: Express exclusion for FPI 10-percent holders

Rule 16a‑2, which identifies persons and transactions subject to Section 16, is amended to clarify that:

  • “The rules under section 16(a) of the Act do not apply to ten percent beneficial owners of an issuer that is a foreign private issuer, as defined in Rule 3b‑4.”

Form 3

The general instructions to Form 3 are revised to:

  • Explicitly include “any director or officer of an issuer with a class of equity securities registered pursuant to Section 12 … including every person who is a director or an officer of a foreign private issuer” as a reporting person, and
  • Exclude “the beneficial owner of more than 10% of any class of outstanding securities of a foreign private issuer” from the investment company cross‑reference in 1(a)(iv).

Forms 3, 4, and 5: Inclusion of FPI insiders; technical updates

The SEC is amending Forms 3, 4, and 5 to implement the new filing requirements and to make other updates, such as:

  • Revising the general instructions to the forms to add new optional fields to allow insiders of FPIs with US and foreign listings to report both symbols
  • Revising the address block in box 1 on each form to replace “Zip” with “Zip/Postal Code,” and adding a distinct “Country” field to clearly identify foreign addresses
  • Updating EDGAR contact information in the general instructions, and
  • Replacing outdated telephone numbers and the former SEC address with current information.

Exemptive relief

The Order exempts from the reporting requirements of Section 16(a), and rules related to that provision, the directors and officers of any FPI that is (a) incorporated or organized in a “qualifying jurisdiction” and (b) subject to a “qualifying regulation.” Exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction listed below.

Qualifying jurisdictions

The SEC indicated that the following jurisdictions are considered qualifying jurisdictions under the Order:

  • Canada
  • Chile
  • The European Economic Area (EEA)
  • The Republic of Korea
  • Switzerland
  • The United Kingdom

The Order indicates that the following 27 member states are considered as part of the EEA: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Iceland, Liechtenstein, and Norway. The Order explains that the exemptive relief would apply to directors and officers of FPIs incorporated in a country that joins the EEA and adopts the European Union Market Abuse Regulation (EU MAR). Conversely, if a country leaves the EEA, directors and officers of FPIs incorporated in that country would no longer be eligible for this exemptive relief to the extent that the country is no longer subject to the EU MAR.

Qualifying regulations

The Order enumerates the following criteria considered by the SEC in determining which regulations qualify:

  • Persons covered: Directors and officers of issuers, including persons who perform policy-making functions for the issuer, are subject to reporting obligations.
  • Securities covered: Directors and officers must report holdings of, and transactions in, any equity securities or derivative securities relating to an issuer.
  • Transactions covered: Directors and officers must report transactions and other changes in beneficial ownership, including acquisitions and dispositions of any direct or indirect beneficial ownership interest, with a focus on the director’s or officer’s opportunity to profit or share in the profit derived from a transaction.
  • Reports: The required reports disclose the director’s or officer’s beneficial ownership and changes in such beneficial ownership, with timely filings of these reports.
  • Public availability: Reports are publicly available electronically in English.

The SEC reviewed the regulations of certain countries and compared them to the requirements of Section 16(a) of the Exchange Act with regard to each of the criteria listed above. Based on this review, the SEC concluded that directors and officers of an FPI that is incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation are exempt from the reporting requirements of Section 16(a) of the Exchange Act. The specific qualifying regulations are set forth in the Order.

To meet the conditions for exemption:

  • A director or officer, as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively, seeking to rely on this exemption must report their transactions in the issuer’s securities as set forth under the qualifying regulation to which they are subject, and
  • The report must be made available in English to the general public within no more than two business days of its public posting.

For foreign regulations, which do not require such reports to be made in English despite having substantially similar reporting requirements, the Order indicated that if an English version of the report cannot be filed through an appropriate regulator’s (or listing venue’s) online database, then the report could be made publicly available on the FPI’s website.

Key considerations

While the Order is a welcome relief for the FPIs subject to its requirements, it is important to note that there are several considerations when applying the Order to a particular fact pattern. Important tasks may include:

  • Confirming home-country reporting forms have similar requirements to Section 16 reports
  • Confirming whether the nature of the insider’s equity ownership (including indirect forms) triggers reporting under Section 16(a)
  • Reconciling the definition of an “officer” under Exchange Act Rule 16a-1(f), which is based on functional responsibility and not on title (some executives who are not required to file locally in their home jurisdiction may be considered “policy makers” under US securities law), and
  • Establishing processes to ensure the posting of English translations to the corporate website within the requisite period, if required.

In addition, FPIs are encouraged to monitor whether their jurisdictions meet the qualifying jurisdiction requirements on a continuous basis. Finally, if a specific trade is reportable under the SEC’s rules but is not required to be reported under a qualifying jurisdiction’s regulations, an officer or director is still required to meet the SEC’s reporting requirement and should ensure that they are able to timely file Form 4 with the SEC.

For additional guidance regarding the rule and form amendments, the SEC has posted FAQs.

For more information, please contact the authors.

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