SEC Adopts Final Rules Requiring Section 16(a) Reporting for Officers and Directors of Foreign Private Issuers

On February 27, 2026, the Securities and Exchange Commission (SEC) issued final rules and form amendments to implement the Holding Foreign Insiders Accountable Act (HFIA Act). Effective March 18, 2026, directors and officers of foreign private issuers (FPIs) with securities registered under Section 12 of the Exchange Act must comply with the reporting requirements of Section 16(a) to disclose beneficial ownership and transactions in company securities. This follows our previous discussion on the initial passage of the HFIA Act, which can be found in our December 2025 alert: Section 16 Insider Reporting to Apply to Foreign Private Issuers. The final rules do not include any exemptions pursuant to the authority granted to the SEC to exempt persons, securities or transactions from the reporting requirements of Section 16(a) if the SEC determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security or transaction.

Key Highlights of the Final Rule

The final rule (Release No. 34-104903) largely aligns with the statutory mandate of the HFIA Act while providing clarity on the scope of the new obligations.

Scope of Reporting Persons

• Directors and Officers Only: The new reporting requirements apply to “directors” and “officers” (as defined under Rule 16a-1(f)) of an FPI.
• 10% Holders Remain Exempt: The SEC confirmed that shareholders who beneficially own 10% or more of an FPI’s equity securities remain exempt from Section 16(a) reporting, unless they also serve as a director or officer.

Reporting Deadlines and Forms

• Form 3 (Initial Statement of Beneficial Ownership): Every individual who is a director or officer of an FPI as of March 18, 2026 must file an initial statement of beneficial ownership on Form 3 by the 10:00 p.m. ET deadline that same day. Individuals who become directors or officers after March 18, 2026 must file a Form 3 within 10 days after assuming such position, even if they do not beneficially own any company securities.
• Form 4 (Statement of Changes in Beneficial Ownership): From and after March 18, 2026, directors and officers of FPIs must report most transactions in company securities on Form 4 within two business days of the transaction date. This includes open-market trades, equity award grants, option exercises and gifts made by insiders.
• Form 5 (Annual Statement of Changes in Beneficial Ownership): Directors and officers of FPIs must file Form 5 within 45 days of the fiscal year-end for certain deferred or exempt transactions, such as the receipt of gifts. Directors and officers must also report on Form 5 any transactions that should have been, but were not, previously reported on Form 4.

Continued Exemptions from Section 16(b) and 16(c)

Importantly, the SEC’s final rules maintain the exemption for FPI directors and officers from:

• Section 16(b): Short-swing profit disgorgement.
• Section 16(c): Short-sale prohibitions.

Immediate Action Items for FPIs

With the March 18, 2026 compliance date approaching, we recommend that FPIs take the following steps as soon as possible:

• Finalize Insider Lists: Identify all individuals qualifying as “officers” under the SEC’s policy-making function test.
• EDGAR Next Registration: All reporting directors and officers must have active EDGAR credentials. The SEC’s EDGAR Next platform requires individual Login.gov credentials and delegation to company representatives or filing agents. The process of obtaining credentials may take more than a week.
• Internal Tracking Systems: Establish procedures to ensure that directors and officers report transactions to the company immediately, enabling the company to meet the two-business-day Form 4 filing deadline.
• Website Disclosure: Prepare to host Section 16 reports on the company’s corporate website by the end of the business day following the SEC filing. This requirement may be satisfied by hyperlinking to the SEC’s website.

Looking Ahead: Potential Jurisdictional Exemptions

The SEC has the authority to grant exemptions for directors and officers in jurisdictions with substantially similar reporting requirements. The rule release noted that the SEC may consider granting such exemptive relief in a separate rulemaking or order. In a statement by Chairman Paul S. Atkins accompanying the release, Chairman Atkins stated that the SEC staff is actively evaluating whether it will recommend that the SEC exercise this exemptive authority. Unless and until such guidance is issued, all FPI directors and officers should assume full compliance is required by March 18, 2026.

If you have questions regarding the application of these rules to your organization or need assistance with EDGAR registration and preparing the Section 16(a) forms, please reach out to these authors or your Mintz contact.

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