On March 5, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) issued an exemptive order relieving directors and officers of certain foreign private issuers (FPIs) from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934 (Exchange Act). This relief applies to directors and officers filing reports under certain qualifying regulations in the jurisdictions identified in the order, subject to specific conditions.

As noted in our previous client alert, the Holding Foreign Insiders Accountable Act (HFIA Act) amended Exchange Act Section 16(a) to require directors and officers of FPIs to file beneficial ownership and transaction reports for their equity securities of the FPI.¹ The SEC adopted rules on February 27, 2026, to reflect the HFIA Act requirements, with directors and officers of FPIs required to begin filing Section 16 reports on March 18, 2026, unless an exemption applies.

Exchange Act Section 16(a)(5) authorized the SEC to exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions from the Section 16(a) requirements if the Commission determines that the laws of the foreign jurisdiction apply substantially similar requirements to such person, security, or transaction. The SEC exercised this authority by exempting directors and officers of any FPI that is 1) incorporated in a “qualifying jurisdiction” and 2) subject to a “qualifying regulation.”

Qualifying Jurisdictions and Regulations

The exemptive order identifies Canada, Chile, the European Economic Area (EEA),² the Republic of Korea, Switzerland, and the UK as qualifying jurisdictions. The order identifies the qualifying regulation in each jurisdiction and notes the general requirements of the relevant regulations. In issuing the order, the SEC concluded that the qualifying regulations cover “substantially similar persons, securities, and transactions” as those covered by Exchange Act Section 16(a) and requires timely public disclosures of changes in beneficial ownership.

The exemptive relief is available to directors and officers of an FPI that is either:

• incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction; or
• incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different qualifying jurisdiction.

Conditions for Exemption

To rely on the exemption:

• Directors and officers, as defined in Exchange Act Section 3(a)(7) and Rule 16a-1(f), respectively, must report their transactions in the FPI’s securities according to the applicable qualifying regulation.
• Reports filed pursuant to a qualifying regulation must be available in English to the public within no more than two business days of its public posting. If an English version cannot be filed through the appropriate regulator or listing venue, then the report could be made available on the FPI’s website.

Staff Issues New Guidance

On March 9, 2026, the staff of the SEC’s Division of Corporation Finance published Frequently Asked Questions relating to the HFIA Act. The FAQs confirmed that Section 16(a) filings must be made via EDGAR (subject only to obtaining a hardship exception under Regulation S-T Rule 202) and clarified the due dates for the initial Form 3 filings, including in the following scenarios:

• An individual is serving, as of December 18, 2025 (the date of enactment of the HFIA Act), as a director or officer of an FPI—Form 3 filing is required on March 18, 2026, unless the individual is no longer serving as a director or officer as of that date (in which case, no Form 3 filing is required).
• An individual becomes an officer or director of an FPI effective after December 18, 2025, but before March 18, 2026—Form 3 would be due by the later of March 18, 2026, or the date that is 10 days after the individual became a director or officer.
• An FPI registers a class of equity securities under Exchange Act Section 12, with the registration statement effective after December 18, 2025, but before March 18, 2026—if the individual was a director or officer as of the effective date of the registration statement, the Form 3 is due on March 18, 2026; however, if the individual became a director or officer after the registration statement’s effective date, the Form 3 would be due by the later of March 18, 2026, or the date that is 10 days after the individual became a director or officer.

In addition, the staff clarified that directors and officers of an FPI that had a class of equity securities registered under Exchange Act Section 12 prior to March 18, 2026, would not be required to report on Form 4 certain transactions effected prior to March 18, 2026. However, if an FPI registers a class of equity securities under Section 12 on or after March 18, 2026, then Exchange Act Rule 16a-2(a) would require such director or officer to report on the first required Form 4 certain transactions effected prior to March 18, 2026.

What’s Next

FPIs organized or incorporated in the qualifying jurisdictions and subject to the qualifying regulations should consider whether the exemption would apply to their officers and directors, thus potentially alleviating the obligation to file Section 16 reports beginning on March 18, 2026, or whether they need to take steps to comply (such as being prepared to make English versions available to the public within no more than two business days of an initial public posting under the applicable qualifying regulation). While the exemptive order is limited as described above, the SEC may exercise its exemptive authority in the future for other jurisdictions and regulations. Through consultation with the SEC staff, we understand that they may be considering recommendations for exemptions for additional jurisdictions and regulations. In the absence of an available exemption, officers and directors of FPIs should continue preparing to comply with the new reporting requirement.

For more information, please contact any member of the firm’s Public Company Representation practice.

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[1] Directors and officers of a foreign private issuer, as defined under Exchange Act Rule 3b-4, with a class of equity securities registered under Exchange Act Section 12, must file Section 16 reports.

[2] The order provides guidance about the countries included in the EEA and subject to the European Union Market Abuse Regulation (EU MAR), noting that the relief would be available to directors and officers of an FPI incorporated or organized in country joining the EEA. Similarly, directors and officers of FPIs incorporated or organized in a country leaving the EEA may no longer be subject to the EU MAR and therefore no longer eligible for the exemptive relief.