On February 27th, the SEC voted to approve final rule and form amendments under the Exchange Act that reflect recently adopted requirements under the Holding Foreign Insiders Accountable Act (HFIA), which enhance transparency into the holdings and transactions of officers and directors of foreign private issuers (FPIs). Pursuant to the HFIA, Section 16(a) was amended to require directors and officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act to disclose their holdings and transactions in the FPI’s equity securities
More specifically, the HFIA Act, enacted December 2025, amended Section 16(a) of the Exchange Act to include the following requirements:
- an individual who is a director or an officer of an Exchange Act-reporting FPI must file Section 16 reports electronically and in English. (This does not include “10 percent holders” who beneficially own more than 10 percent of any class of equity securities of such FPIs.)
- the SEC must issue final regulations (or amend or rescind existing regulations in whole or in part) to carry out the amendments made by the HFIA Act within 90 days following the date of enactment.
Additionally, the SEC’s rulemaking modernizes the following rules and forms made by the HFIA Act:
- Rule 3a12-3(b) removes entirely the current exemption from Section 16 and replaces it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only
- Rule 16a-2, which identifies persons and transactions subject to Section 16, now excludes 10 percent holders of FPIs’ equity securities from the requirements of Section 16(a) and related rules
- Section 16 reports
For further details on the Holding Foreign Insiders Accountable Act Disclosure final rule, please visit the SEC’s website. Compliance with these rules begins March 18, 2026, the date the HFIA Act is effective. The adopting release is published on the SEC website and will be published in the Federal Register.
Sources:
SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act (sec.gov)
Final Rule (sec.gov)
