The U.S. Securities and Exchange Commission (SEC) has finalized rules implementing the Holding Foreign Insiders Accountable Act (HFIAA), significantly altering disclosure obligations for directors and officers of foreign private issuers (FPIs). Effective March 18, 2026, these individuals must publicly report their holdings and transactions in company equity securities, aligning their requirements with those of their U.S. counterparts.
Historically, Section 16(a) of the Securities Exchange Act of 1934 mandated that insiders of domestic companies disclose their equity holdings and transactions. However, directors and officers of FPIs were exempt from these requirements. The HFIAA, enacted on December 18, 2025, eliminates this exemption, thereby increasing transparency and promoting investor confidence in U.S. markets. ([sec.gov](https://www.sec.gov/newsroom/press-releases/2026-23-sec-adopts-final-rules-holding-foreign-insiders-accountable-act?utm_source=openai))
Under the new rules, FPI directors and officers are required to file:
- Form 3: An initial statement of beneficial ownership, due by March 18, 2026, for existing insiders, or within 10 days of assuming their role for new insiders.
- Form 4: Reports of changes in beneficial ownership, to be filed within two business days of the transaction.
- Form 5: Annual statements covering certain transactions not reported on Form 4, due within 45 days after the end of the fiscal year. ([davispolk.com](https://www.davispolk.com/insights/client-update/sec-insider-reporting-obligations-will-apply-directors-and-officers-fpis?utm_source=openai))
Notably, the HFIAA does not extend Section 16(a) reporting obligations to shareholders who beneficially own more than 10% of an FPI’s registered equity securities. ([skadden.com](https://www.skadden.com/insights/publications/2025/12/foreign-private-issuers-dos-will-no-longer-be-exempt?utm_source=openai))
To comply with these new requirements, FPIs should take the following steps:
- Identify all directors and officers subject to Section 16(a) reporting.
- Obtain necessary EDGAR filing credentials for these individuals.
- Establish internal procedures to monitor and report transactions promptly.
- Provide training to ensure understanding of the new obligations. ([skadden.com](https://www.skadden.com/insights/publications/2025/12/foreign-private-issuers-dos-will-no-longer-be-exempt?utm_source=openai))
Failure to comply with these reporting requirements can result in enforcement actions and reputational damage. Therefore, FPIs and their insiders must act promptly to establish compliance frameworks ahead of the March 18, 2026, effective date.