- with Senior Company Executives and HR
- in United States
- with readers working within the Insurance industries
On December 18, 2025, the Holding Foreign Insiders Accountable Act (the "Act") was enacted, expanding the scope of Section 16 reporting obligations under the Securities Exchange Act of 1934 (the "Exchange Act") for directors and officers of foreign private issuers.
Who Is Affected
Beginning March 18, 2026, each director and officer of a foreign private issuer with securities registered under Section 12(b) or Section 12(g) of the Exchange Act will be required to file beneficial ownership reports pursuant to Section 16(a) of the Exchange Act. Previously, directors and officers of foreign private issuers were generally not subject to Section 16 reporting requirements. Importantly, directors and officers of foreign private issuers remain exempt from the short-swing profit recovery and short-sale prohibitions under Sections 16(b) and 16(c) of the Exchange Act and 10% beneficial owners of foreign private issuers remain exempt from Section 16 requirements so long as they are not an officer or director of the issuer.
Covered individuals must file Forms 3, 4, and 5, as applicable, to disclose beneficial ownership of, and transactions in, the foreign private issuer's equity securities.
SEC EDGAR Access Requirement
To file the required Section 16 reports, each reporting person must have an active account on the SEC's EDGAR system.
If a director or officer does not currently have EDGAR access, the director or officer, or an authorized representative acting on the director or officer's behalf, should submit a Form ID application to obtain EDGAR credentials as soon as possible.
The Form ID application process involves several steps including:
- Establishing and verifying an individual Login.gov account
- Completing the Form ID application
- Obtaining notarized signatures
- Uploading the application through EDGAR
- Responding to any follow-up requests from SEC staff
Each Form ID application is reviewed by SEC staff and processing times can be unpredictable, particularly when there is an influx of applications resulting from the rollout of new SEC reporting requirements such as this. In addition, the SEC staff may request additional information from applicants causing additional delays if applications are submitted close to the effective date. Accordingly, affected individuals are strongly encouraged to apply as soon as possible to allow sufficient time for completion of the Form ID application process in advance of the March 18, 2026 compliance date.
How We Can Help
Our team is advising foreign private issuers, as well as their directors and officers, on compliance with the new reporting requirements under the Act. We can assist with identifying affected individuals, preparing and submitting Form ID applications and establishing appropriate Section 16 compliance procedures.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
