SEC Grants Conditional Section 16(a) Exemptions for Certain Foreign Private Issuers

On March 5, 2026, the Securities and Exchange Commission (SEC) issued an exemptive order Release No. 34-104931, Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act, providing long-awaited exemptive relief for directors and officers of certain foreign private issuers (FPIs) from the insider reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act).

This order provides the first exemptions under the Holding Foreign Insiders Accountable Act, which requires directors and officers of foreign private issuers to file Section 16 reports (Forms 3, 4, and 5) starting March 18, 2026. Recognizing that many foreign jurisdictions already maintain robust insider reporting regimes, the SEC’s new order seeks to avoid duplicative filings while ensuring U.S. investors retain timely access to insider transaction data.

The Scope of the Relief

The exemptive relief is not universal; it is conditional and applies only to directors and officers of FPIs incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation that the SEC has determined has “substantially similar” disclosure requirements.

To be eligible for the Section 16 exemption, the director or officer must report their transactions in the FPI’s securities as set forth under the qualifying regulation to which they are subject and any report filed pursuant to a qualifying regulation must be made available in English to the general public within no more than two business days of its public posting.

Qualifying Jurisdictions:

• Canada;
• Chile;
• the European Economic Area;
• the Republic of Korea;
• Switzerland; or
• United Kingdom.

Qualifying Regulations:

• Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions;
• Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma de Carácter General) No. 269;
• Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union’s member states) and as incorporated into the domestic law of each European Economic Area state;
• Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act;
• Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority; or
• Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No. 596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018.

Key Conditions for Exemption

To qualify for the relief, the following conditions must be met:

• Compliance with Qualifying Regulation: Each director or officer, as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively, must report their transactions in the FPI’s securities as set forth under the qualifying regulation to which they are subject. Any director or officer that does not fall within the defined category of reporting persons under the applicable qualifying regulation will still be required to file Section 16(a) reports.
• Public Accessibility: The transaction reports must be made available to the general public pursuant to the qualifying regulation.
• English Translation: The transaction reports must be made available in English to the general public within no more than two business days of public posting. If an English version of the report cannot be filed through an appropriate regulator’s (or listing venue’s) online database, then the report may be made publicly available on the company website.

Next Steps for FPIs

For directors and officers of FPIs organized or incorporated in a qualifying jurisdiction and subject to a qualifying regulation, this order represents welcome relief. We recommend conducting an assessment of the company’s Section 16 compliance posture with the applicable qualifying regulation and making arrangements to meet the English-language reporting condition, if necessary. As noted above, any designated Section 16 officer that does not fall within the defined category of reporting persons under the applicable qualifying regulation will still be required to file Section 16(a) reports.

Directors and officers of FPIs incorporated in jurisdictions not listed in the order or not subject to a qualifying regulation must still prepare to comply with Section 16(a) reporting by the March 18, 2026 effective date. Please see our Mintz Insights alerts here and here for guidance on preparation and compliance with Section 16(a).

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