On February 27, 2026, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules and form amendments (“final rules”) to certain foreign private issuer (“FPI(s)”) reporting rules under the Securities Exchange Act of 1934 (“Exchange Act”) as required by the Holding Foreign Insiders Accountable Act (“HFIAA”). Previously, officers and directors of FPIs were exempt from the requirement under the Exchange Act to report their holdings and transactions in the equity securities of an FPI. The final rules require officers and directors of an FPI to disclose their holdings and transactions in the FPI’s equity securities under Section 16(a). However, unlike the requirements for domestic entities, the final rules limit reporting obligations to officer and directors, and do not extend such requirements to beneficial owners of more than 10% of any class of equity securities of the FPI (“beneficial owners”). Furthermore, directors, officers and beneficial owners will remain exempt from disgorgement of short-swing profits and prohibitions on short sales pursuant to Section 16(b) and Section 16(c) of the Exchange Act.
Moving forward, officers and directors of FPIs will need to file an initial statement of beneficial ownership on Form 3 by March 18, 2026 in order to comply with the final rules and report changes in their beneficial ownership on Form 4 thereafter. Officers and directors of an FPI who do not have EDGAR codes will need to promptly submit a Form ID with the SEC to obtain such codes. We expect delays in obtaining EDGAR codes and would advise FPIs whose insiders do not have such codes to promptly obtain them in order to comply with the March 18, 2026 deadline.
If you have any questions about the SEC’s final rules, the reporting obligations of FPIs or HFIAA, please contact a member of Harter Secrest & Emery LLP’s Securities and Capital Markets group.