Securities Law Advisory | SEC Adopts Final Rules on Section 16 Reporting by Foreign Private Issuers and Offers Conditional Relief

On February 27, 2026, in response to the enactment of the Holding Foreign Insiders Accountable (HFIA) Act, the Securities and Exchange Commission (SEC) announced the adoption of final rules requiring directors and officers of foreign private issuers (FPIs) to file Section 16 reports beginning March 18, 2026. A week later, on March 5, 2026, the SEC issued an exemptive order granting conditional relief from the newly adopted rules for directors and officers of certain FPIs.

The new rules track the HFIA Act while adding some technical amendments to existing rules. Importantly, the SEC did not add any new requirements to the Section 16(a) reporting requirements covered in the final rules, nor did it offer any additional exemptions.

Enacted on December 18, 2025, the HFIA Act amended Section 16(a) to require every director or officer of an Exchange Act–reporting FPI, except 10% shareholders, to file Section 16(a) reports electronically and in English. Historically, Section 16(a) of the Securities and Exchange Act of 1934, as amended, required directors, officers, and 10% shareholders of issuers other than FPIs to report their transactions with the SEC, but Congress and the SEC chose not to include 10% holders of an FPI to report under Section 16(a). The HFIA Act and resulting rules are intended to increase transparency into the holdings and transactions of directors and officers of FPIs.

Who Is Covered

The rules require directors and officers of FPIs that are subject to Exchange Act reporting to file Section 16 reports, specifically Forms 3, 4, and 5, disclosing their ownership and changes in ownership of the issuer’s equity securities.

Filing Deadlines

The final rules bring new filing deadlines:

• Form 3. For currently serving directors and officers of FPIs, no later than March 18, 2026. For individuals who become directors or officers after March 18, 2026, within 10 calendar days after an individual becomes an officer or director.
• Form 4. Within two business days of an officer or director’s non-exempt change in stock ownership.
• Form 5. Within 45 days after the end of the fiscal year.

Who/What Are Excluded

• 10% Holders. Unlike U.S. domestic issuers, the new rules do not extend Section 16(a) reporting obligations to 10% shareholders of FPIs. Only directors and officers are required to report.
• Short-Swing Profit Liability (Section 16(b)). The amendments do not impose the short-swing profit disgorgement liability on FPIs’ insiders. Section 16(b), which requires insiders to disgorge profits from purchases and sales within a six-month period, remains inapplicable to FPIs.
• Short Sale Prohibition (Section 16(c)). Similarly, the prohibition on short sales under Section 16(c) is not extended to FPIs’ insiders.
• Certain Jurisdictions. The exemptive order grants relief for certain directors and officers of FPIs so long as they are subject to specific insider reporting regimes that the SEC has determined to be substantially similar to Section 16(a).

If directors and officers of FPIs fall under one of the regulatory regimes mentioned below, they are subject to additional conditions: (1) the director or officer is required to report their transactions in the FPI’s Exchange Act–listed securities under the qualifying regulatory regime; and (2) the reports must be made available in English to the general public within two business days of its public posting.

Next Steps

To avoid noncompliance, directors and officers of FPIs should consider the following:

• Determine whether an exemption applies by consulting with Alston & Bird.
• Understand who is required to file and what is required to be filed.
• Confirm or obtain necessary EDGAR filing credentials for required filers.
• Be aware of filing deadlines.
• Maintain accurate and timely records.
• Ensure policies are in place that require filers to communicate when transactions are made.

If you have any questions, or would like additional information, please contact one of the attorneys on our Capital Markets & Securities team.

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