SEC Aligns Its Rules with New Reporting Requirements for Directors and Officers of FPIs

On February 27, 2026, the Securities and Exchange Commission (the SEC) adopted final rule and form amendments to reflect the requirements of the Holding Foreign Insiders Accountable Act (the HFIA Act), which was enacted on December 18, 2025. As we discussed in detail here, beginning on March 18, 2026, the HFIA Act will require directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act) to publicly disclose their holdings and transactions in the FPI’s equity securities through reports filed with the SEC under Section 16(a) of the Exchange Act. Unlike directors and officers of domestic issuers, directors and officers of FPIs have historically been exempt from filing such reports pursuant to Exchange Act Rule 3a12-3(b). The HFIA Act’s reporting requirements, however, apply only to directors and officers of FPIs; unlike the requirements for domestic issuers, 10% holders of FPIs’ equity securities remain excluded from the Section 16(a) filing requirements.

To reflect the requirements of the HFIA Act, the SEC adopted the following final amendments:

• Exchange Act Rule 3a12-3(b) was revised to remove the current exemption from Section 16 of the Exchange Act in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only. Accordingly, while directors and officers of FPIs will now be subject to new public reporting obligations, they will not be subject to the risk of short-swing profit disgorgement or restrictions on short sales.
• Exchange Act Rule 16a-2 was amended to exclude 10% holders of FPIs' equity securities from the requirements of Section 16(a) and related rules, consistent with the HFIA Act.
• Forms 3, 4, and 5 (the required reports) were amended to include directors and officers of FPIs, to exclude 10% holders of FPIs from the reporting requirements, and to adopt certain technical amendments, including the addition of an optional field for a foreign trading symbol and a country code as part of the reporting person’s address.

The amendments will take effect on March 18, 2026.

These amendments may not be the SEC’s last action under the HFIA Act; further SEC action may be forthcoming as the HFIA Act grants the SEC the authority to grant individual or class-based exemptions from its requirements if the SEC determines that the laws of a foreign jurisdiction apply substantially similar requirements. Referring to this exemptive authority, SEC Chair Atkins noted in his statement on the amendments that the SEC staff is actively evaluating whether it will recommend that the SEC exercise this exemptive authority.