SEC Adopts Final Rules to Implement Section 16 Reporting by Directors and Officers of Foreign Private Issuers

On February 27, 2026, the Securities and Exchange Commission adopted final rules implementing the Holding Foreign Insiders Accountable Act.  The Holding Foreign Insiders Accountable Act was signed into law on December 18, 2025, and amended Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) to extend Section 16 reporting obligations to directors and officers of foreign private issuers.[1] The rules adopted by the SEC make technical amendments to Rule 3a12-3(b) under the Exchange Act and Forms 3, 4 and 5 to implement the reporting by directors and officers of foreign private issuers pursuant to Section 16(a), as required by, and consistent with, the Holding Foreign Insiders Accountable Act.

To date, the SEC has not issued any exemptions from the expanded Section 16(a) reporting requirements, despite the statutory authority permitting the SEC to do so if it were to determine that the laws of a foreign jurisdiction apply substantially similar requirements.

These rules will become effective March 18, 2026 (when directors and officers of foreign private issuers must commence reporting under Section 16(a)).

                                                                                * * *

[1] For more information, please see our earlier client memorandum, Section 16 Reporting Obligations Extended to Insiders of Foreign Private Issuers.