SEC Adopts Final Amendments for Holding Foreign Insiders Accountable Act
Summary
The SEC has adopted final amendments to rules and forms under the Exchange Act to implement the Holding Foreign Insiders Accountable Act. These amendments require directors and officers of foreign private issuers with U.S. registered equity securities to disclose beneficial ownership and transactions. The rule becomes effective on March 18, 2026.
What changed
The Securities and Exchange Commission (SEC) has finalized amendments to rules and forms under the Securities Exchange Act of 1934, implementing the Holding Foreign Insiders Accountable Act (HFIA Act). These changes specifically address Section 16(a) of the Exchange Act, mandating that directors and officers of foreign private issuers whose equity securities are registered under Section 12 of the Exchange Act must now disclose their beneficial ownership and any transactions involving the issuer's equity securities. This action codifies statutory requirements into SEC regulations.
These amendments will directly impact foreign private issuers with U.S.-listed equity securities and their directors and officers. Compliance with the new disclosure requirements will be mandatory starting March 18, 2026. Failure to comply could result in regulatory scrutiny and potential enforcement actions by the SEC, as these are binding legal requirements. Companies should review their internal policies and reporting mechanisms to ensure adherence to the updated disclosure obligations.
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Final Rule
Holding Foreign Insiders Accountable Act Disclosure
Overview
The Securities and Exchange Commission (“Commission”) is adopting final amendments to certain of its rules and forms under the Securities Exchange Act of 1934 (“Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (“HFIA Act”). The HFIA Act amended Section 16(a) of the Exchange Act to require directors and officers of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act to provide disclosure of their beneficial ownership and transactions involving the issuer’s equity securities. The final amendments revise the Commission’s rules and forms to reflect these statutory requirements.
Last Reviewed or Updated: Feb. 27, 2026
Resources
Final Rule: SEC Issued Version (pdf 510.3 KB) Fact Sheet Press Release
Details
Rule Type Final Release Number 34-104903 SEC Issue Date
Feb. 27, 2026
Effective Date March 18, 2026.
RIN 3235-AN75
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