SEC Adopts Rules Requiring Section 16 Reporting For Foreign Private Issuer Directors & Officers

The U.S. Securities and Exchange Commission adopted final amendments to implement reporting requirements for directors and officers of foreign private issuers under Section 16(a) of the Exchange Act.

The rules were introduced under the Holding Foreign Insiders Accountable Act, enacted on December 18, 2025, as part of the National Defense Authorisation Act for Fiscal Year 2026. The amendments will take effect on March 18, 2026. Under the rules, directors and officers of foreign private issuers with equity securities registered under Section 12 must file ownership reports using Forms 3, 4, and 5 through the SEC’s EDGAR system. The requirement applies to the reporting of transactions involving company securities.

The SEC also issued an exemptive order for certain jurisdictions where local regulations require similar insider reporting. These include Canada, Chile, Switzerland, the United Kingdom, the Republic of Korea, and countries in the European Economic Area. The regulator also released guidance on filing deadlines and compliance requirements.