Securities Regulation Daily Wrap Up, FORMS AND FILINGS—SEC issues EDGAR Filer Manual update with information for FPIs, (Mar 17, 2026)
The update includes instructions for foreign private issuers that will soon have to file Forms 3, 4, and 5.
The SEC has issued an update to its EDGAR Filer Manual to facilitate the filing of Forms 3, 4, and 5 by foreign private issuers (FPIs) that will soon be required to make these filings under Exchange Act Section 16(a), which was amended by the Holding Foreign Individuals Accountable Act (HFIAA) to remove the long-standing exemption for FPIs. The HFIAA and the SEC’s implementing regulations are effective on March 18, 2026.
The amendments made to the Exchange Act by the HFIAA took a laser-like focus on individuals at FPIs by removing the exemption these individuals previously enjoyed. However, the HFIAA does not explicitly apply to ten percent beneficial owners at FPIs (although some academics have argued that this exemption also should be removed), nor does the HFIAA extend beyond the disclosures required to be made on Forms 3, 4, and 5 to reporting in other areas, such as short-swing trades or short sales.
Among other things, the updated EDGAR Filer Manual includes information about the technical requirements for making disclosures under the HFIAA. Specifically, Forms 3, 4, and 5 will now include a field where FPIs can enter a country name for reporting persons and another field where FPIs can enter a foreign trading symbol. These technical changes were necessitated by the SEC’s recently adopted regulation implementing the HFIAA.
The SEC has issued guidance to aid FPIs in making the newly required disclosures. The Commission also has provided a significant exemption from the reporting obligation for a group of foreign jurisdictions with disclosure rules that are substantially similar to those in the U.S. Moreover, the SEC has provided time-limited no-action relief for FPIs located in countries directly impacted by recent events in the Middle East.
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