On March 5, 2026, the Securities and Exchange Commission (SEC) granted exemptive relief from the upcoming March 18, 2026 Section 16(a) reporting deadline applicable to directors and officers of foreign private issuers (FPIs) organized in a “qualifying jurisdiction,” who are subject to a “qualifying regulation[1]”. See our client alert for more details. As of the date of this post, the SEC has determined that the qualifying jurisdictions are:
- Canada;
- Chile;
- the European Economic Area (EU member states of Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden, plus Iceland, Liechtenstein, and Norway);
- South Korea;
- Switzerland; and,
- the United Kingdom.
To rely on the exemptive relief, directors and officers of FPIs in qualifying jurisdictions:
- must file transaction reports under the applicable laws of their home jurisdictions, even when they may not qualify as directors or officers under the applicable laws, but qualify as such for purposes of Section 16[2]; and,
- ensure all reports filed are publicly accessible in English within two business days.
If the foreign filing system does not support English submissions, the FPI may post translations on its website.
Individuals who do not meet these conditions remain subject to U.S. Section 16(a) filing obligations.
The SEC indicates it will reassess and monitor the jurisdictions subject to exemptive relief and may either expand or contract the list of qualifying jurisdictions in the future based on an assessment of whether qualifying regulations are substantially similar to the requirements of Section 16(a).
In the meantime, directors and officers of FPIs who do not qualify for exemptive relief must be ready to file the initial Form 3 beginning on March 18, 2026. The Staff posted C&DIs on March 9, 2026 clarifying:
- the initial Form 3 deadlines applicable to directors and officers of FPIs under varying scenarios based on (i) when they became directors and officers, (ii) when their registration statement is declared effective, and (iii) whether they remain directors and officers as of March 18, 2026; and
- that for FPIs with a class of equity securities registered under Section 12 of the Exchange Act prior to March 18, 2026, Rule 16a-2(a) would not obligate directors and officers of such FPIs to report on the first required Form 4 certain transactions effected prior to March 18, 2026.
Gibson Dunn will continue to monitor developments, including additional FAQs and any potential expansion of 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 evolving Section 16 reporting rules.
Thank you to associate Nadin Fallah for her assistance with this update.
[1] Qualifying regulations are: (i) Canada’s National Instrument 55-104—Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102— System for Electronic Disclosure by Insiders (SEDI) and companion policies), (ii) 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, (iii) 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 (“EU MAR”), (iv) 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, (v) Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority (the “SIX Listing Rules”), and (vi) 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 (“UK MAR”).
[2]Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act, Release No. 34-104931 (March 5, 2026), at n.10, available at https://www.sec.gov/files/rules/exorders/2026/34-104931.pdf, clarifying that persons who meet the Section 16 definitions of filing persons who fail to file in their qualifying home jurisdiction, may not rely on the exemptive relief and would need to file Section 16 reports with the SEC.