March 13, 2026 | Posted by Mellissa Campbell Duru; Eric Scarazzo; Marie M. Kwon; Rodrigo Surcan
Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation
On March 12, 2026, the Staff provided domestic and first-time foreign private issuer Section 16 filers with conditional no-action relief. If Section 16(a) filings cannot be timely made by the March 18, 2026 deadline under the Holding Foreign Insiders Accountable Act due to delays in obtaining EDGAR access, filings can be made by April 1, 2026, provided certain conditions are met. Reproduced below are the updated FAQs.
(6) Question (added on March 12, 2026)
A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026 and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?
Answer
In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as long as:
- the person submitted a completed Form ID application and the related required documents before March 18, 2026;
- the person did not receive EDGAR access by March 18, 2026; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
(7) Question (added on March 12, 2026)
Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?
Answer
Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:
- the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
- the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.
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 Of Counsels Marie M. Kwon and Rodrigo Surcan for their assistance with this update.