Securities Regulation Daily Wrap Up, SEC NEWS AND SPEECHES—SEC adopts final rules implementing Holding Foreign Insiders Accountable Act, (Feb 27, 2026)
The new rules require foreign issuer executives to electronically report equity holdings and transactions beginning March 2026.
The SEC adopted final rule and form amendments to implement the Holding Foreign Insiders Accountable Act (HFIA), a law designed to increase transparency into the equity holdings and transactions of directors and officers of foreign private issuers (FPIs). The amendments align disclosure requirements for foreign executives more closely with those applied to U.S. issuers and establish electronic reporting obligations beginning March 18, 2026. The rules also revise existing exemptions and clarify which market participants are subject to Section 16 reporting requirements.
Statutory amendments and scope. The HFIA Act, enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 to require directors and officers of Exchange Act–reporting FPIs to file their ownership and transaction reports electronically and in English. The statute excludes beneficial owners who hold more than 10 percent of an FPI’s equity securities from these reporting requirements and directed the Commission to finalize implementing regulations within 90 days of enactment.
Section 16 rule revisions. To carry out the statute, the Commission revised several rules and forms under Section 16. The amendments remove the broad exemption previously available to FPIs under Rule 3a12-3(b), replacing it with narrower exemptions related only to short-swing profit and short-selling provisions. The revisions also update Rule 16a-2 to clarify the persons and transactions subject to reporting while formally excluding 10 percent holders from Section 16(a) obligations.
Chairman statement and potential exemptions. In a statement accompanying the rulemaking, SEC Chairman Paul S. Atkins emphasized that the changes will harmonize reporting standards between foreign and domestic executives while preserving flexibility for the Commission to grant exemptions where foreign laws impose substantially similar requirements. Commission staff are currently evaluating whether such exemptive authority should be applied in certain jurisdictions.
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