Foreign Issuers And Section 16 Reporting: SEC Adopts Final Rules For The Holding Foreign Insiders Accountable Act

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable ("HFIA") Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") must begin disclosing their holdings and transactions in the FPI's equity securities on March 18, 2026, as we have previously blogged.

The HFIA Act was enacted on December 18, 2025. It amended Section 16(a) of the Exchange Act. The amendment requires directors and officers of an Exchange Act-reporting FPI, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC's final rule amendments revise the relevant rules and forms. The SEC's final rules confirm that the HFIA Act does not apply to 10 percent holders, which had been a point of concern.

The Chair of the SEC noted in his remarks that in enacting the HFIA Act, Congress recognized the possibility that some foreign laws may already impose substantially similar requirements on executives and gave the Commission authority to exempt persons, securities, or transactions from the HFIA Act's requirements. The Chair stated that the SEC staff is "actively evaluating whether it will recommend that the Commission exercise this exemptive authority."

Here is a link to the final rules: https://www.sec.gov/files/rules/final/2026/34-104903.pdf.

A Legal Update will follow shortly.

Please stay tuned for information regarding a short webcast updating FPIs on compliance.

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