SEC Exempts EEA Foreign Issuers' Directors and Officers from US Reporting

ESMA News

Published March 18th, 2026

Detected March 19th, 2026

Summary

The US Securities and Exchange Commission (SEC) has confirmed an exemption for directors and officers of European Economic Area (EEA) foreign private issuers from US Section 16(a) reporting requirements. This decision aligns US obligations with the EU's Market Abuse Regulation disclosure rules.

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What changed

The United States Securities and Exchange Commission (SEC) has issued a notice confirming an exemption for directors and officers of European Economic Area (EEA) foreign private issuers (FPIs) from the reporting requirements under Section 16(a) of the US Securities Exchange Act of 1934. This exemption aligns US reporting obligations with the disclosure requirements already in place under the EU's Market Abuse Regulation (MAR) for persons discharging managerial responsibilities.

This change means that directors and officers of EEA FPIs will no longer need to comply with these specific US reporting obligations. Companies and their affected personnel should review their current reporting procedures to ensure compliance with this updated exemption and confirm that no Section 16(a) filings are required for individuals falling under this category.

What to do next

Review Section 16(a) reporting obligations for directors and officers of EEA foreign private issuers.
Confirm that no Section 16(a) filings are required for affected individuals based on the SEC exemption.

Source document (simplified)

SEC confirms exemption for directors and officers of EEA Foreign Private Issuers

Market Abuse Post Trading 18/03/2026 The United States Securities and Exchange Commission (SEC) has decided to exempt directors and officers of European Economic Area (EEA) foreign private issuers (FPIs) from the reporting requirements under Section 16(a) of the US Securities Exchange Act of 1934.

The SEC’s decision means that directors and officers of EEA FPIs will not be required to comply with these specific US reporting obligations. The announcement ensures continued alignment with the EU regulatory framework, which already provides for substantially similar disclosure requirements for persons discharging managerial responsibilities set in the Market Abuse Regulation (MAR)

The details of the SEC decision can be consulted here.

Further information:

Cristina Bonillo

Senior Communications Officer
press@esma.europa.eu

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