On February 27, 2026, the Securities and Exchange Commission (SEC) adopted final rules and form amendments implementing the Holding Foreign Insiders Accountable Act (the HFIAA). The HFIAA, signed into law on December 18, 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, amended Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) to extend insider reporting obligations to directors and officers of foreign private issuers (FPIs). Historically, such individuals were exempt from Section 16 reporting. See our prior blog post here for additional background.
Beginning March 18, 2026, directors and officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act must file Section 16 reports electronically in English on the SEC’s EDGAR platform.
Key Features of the Final Rules
The final amendments apply only to directors and officers as defined in Rule 16a-1(f) of the Exchange Act. Notably, both the statutory amendments and the final rules exclude from the reporting obligation greater than 10% beneficial owners of the company’s equity securities.
The SEC stated that the amendments will increase transparency into the holdings and transactions of directors and officers of FPIs and, as noted by Chairman Paul S. Atkins, “will align the reporting obligations of foreign executives with those of U.S. executives.”
Potential Future Exemptions
The HFIAA permits the SEC to exempt persons, securities, or transactions from the HFIAA where appropriate (e.g., if the SEC were to determine that foreign laws already impose substantially similar insider reporting requirements). Chairman Atkins indicated that the SEC staff is actively evaluating whether to recommend the use of this exemptive authority. The availability and scope of any such exemptions are not known and not guaranteed. As such, FPIs should plan for their directors and officers to report pursuant to Section 16(a) as of March 18, 2026, without exception.
Next Steps
FPIs that have not already begun preparing for compliance in light of the statutory amendments should do so promptly. With the March 18, 2026 effective date imminent, FPIs should ensure they:
- properly identify directors and officers subject to Section 16—Note: identification of officers may cover more than the current group identified in the company’s Form 20-F and will require an assessment that goes beyond looking at a person’s title. (Generally, the term “officer” under Rule 16a-1(f) covers a company’s president, principal financial and accounting officers, certain vice presidents in charge of major business units or functions, and any other person who performs significant “policymaking functions” for the company);
- enroll directors and officers subject to Section 16 immediately in EDGAR Next and before March 18, 2026 in order to gain access to EDGAR and the ability to file on EDGAR in advance of the due date of mandatory reports—Note: under the SEC’s EDGAR Next procedures, review of Form ID applications for new EDGAR access codes currently takes eight to ten business days; filers should allow sufficient lead time to enroll;
- prepare initial Form 3 filings for all current directors and officers, which are due by 10:00 p.m. Eastern time on March 18, 2026;
- review and update internal compliance procedures, including pre-clearance and transaction monitoring processes and insider trading policies, to ensure they are updated to address Section 16 reporting;
- provide training opportunities to directors and officers on the new Section 16 reporting obligations; and,
- implement updates to how equity compensation and other reportable transactions are tracked in order to meet the two-business-day Form 4 deadline.
Gibson Dunn will continue to monitor developments, including any potential exemptive relief based on “substantially similar” foreign reporting regimes. Our lawyers remain available to assist with any questions you may have regarding the interpretation and application of these new Section 16 reporting rules.
Thank you to Of Counsels Marie Kwon and Rodrigo Surcan and associate Nadin Fallah for their assistance with this update.