SEC Grants Conditional Section 16(a) Exemption For Certain Foreign Private Issuers

On March 5, 2026, the SEC issued Release No. 34-104931, granting conditional exemptive relief from the Section 16(a) reporting requirements for directors and officers of certain foreign private issuers (FPIs). Section 16(a) of the Exchange Act generally requires insiders of U.S. public companies to report their beneficial ownership and changes in ownership of equity securities on Forms 3, 4, and 5. Under the new order, insiders of qualifying FPIs will be exempt from those SEC filing requirements if they are subject to, and compliant with, substantially comparable insider reporting requirements in a designated foreign jurisdiction.

This relief follows enactment of the Holding Foreign Insiders Accountable Act (HFIAA), which President Trump signed into law on December 18, 2025. The HFIAA subjects directors and officers of FPIs to the SEC's insider transaction reporting regime. On February 27, 2026, the SEC adopted final rule and form amendments to implement the statute, with the rules becoming effective on March 18, 2026. For a discussion of those final rules, see our recent PCAP alert “SEC Adopts Final Rules to Implement Section 16 Filing Requirements for Officers and Directors of Foreign Private Issuers.” The exemptive order operates alongside those amendments to mitigate duplicative reporting obligations in circumstances where comparable foreign regulation already applies.

The exemptive order identifies specific “qualifying jurisdictions,” including Canada, member states of the European Economic Area, Korea, Switzerland, and the United Kingdom. The relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of that same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different qualifying jurisdiction. To rely on the exemption, the issuer must make the applicable foreign insider reports publicly available in English, ensuring continued transparency for U.S. investors. By recognizing foreign reporting frameworks the SEC considers substantially similar to Section 16(a), the Commission aims to reduce regulatory duplication while preserving timely public access to ownership information.

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