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Holding Foreign Insiders Accountable Act Frequently Asked Questions

March 9, 2026

The staff of the Division of Corporation Finance (“Staff”) of the Securities and Exchange Commission (“Commission”) has prepared the following responses to frequently asked questions (“FAQs”) relating to the implementation of the Holding Foreign Insiders Accountable Act (“HFIA Act”) and the obligations of directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act who are preparing for their first filings under Section 16(a) of the Exchange Act as a result of the effectiveness of the HFIA Act. [i] On December 18, 2025, the President signed into law the HFIA Act, which has an effective date of March 18, 2026.

Staff interpretations relating to Section 16 of the Exchange Act, including related rules and forms, are available. Although this guidance is not a substitute for the related rules and forms, Section 16(a) reporting persons may find the guidance helpful.

Please submit questions about the implementation of the HFIA Act by completing an online request and directing it to the Office of International Corporate Finance.

Published on March 9, 2026

(1) Question:

Must all Section 16(a) filings be made via the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”)?

Answer:

All Section 16(a) filings, such as Forms 3, 4 and 5, must be made via EDGAR in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a filing person that has obtained a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may file the form in paper. The forms must be submitted and accepted by EDGAR no later than 10:00 p.m., Eastern U.S. time, in order to be timely filed.

(2) Question:

When is a Form 3 due for a person serving, as of December 18, 2025, as a director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act as of that same date?

Answer:

New Section 16(a)(2)(D) of the Exchange Act, added by the HFIA Act, requires the Form 3 to be filed on March 18, 2026. However, if the person is no longer a director or officer as of March 18, 2026, then no Form 3 filing is required.

(3) Question:

A foreign private issuer has a class of equity securities registered under Section 12 of the Exchange Act as of December 18, 2025. A person is appointed or elected as a director or officer of the foreign private issuer, with the person becoming a director or officer effective after December 18, 2025 but before March 18, 2026. When must the person file a Form 3?

Answer:

The Form 3 for such a person would be due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer. For example, a person who joins as an officer of a foreign private issuer effective March 1, 2026 would need to file a Form 3 on March 18, 2026, while a person who joins as an officer of a foreign private issuer effective March 15, 2026 would need to file a Form 3 by March 25, 2026.

(4) Question:

A foreign private issuer registers a class of equity securities under Section 12 of the Exchange Act for the first time, with the registration statement becoming effective after December 18, 2025 but before March 18, 2026. When must a director or officer of the foreign private issuer file a Form 3?

Answer:

If the person was a director or officer as of the date of the registration statement’s effectiveness, the Form 3 would be due on March 18, 2026. If the person became a director or officer after the effective date of the registration statement, the Form 3 would be due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer.

(5) Question:

Rule 16a-2(a) requires a director or officer to report certain transactions that occurred within six months prior to the director or officer becoming subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Section 12 of the Exchange Act. Following the effective date of the HFIA Act, is a director or officer of a foreign private issuer obligated to report on the first required Form 4 certain transactions effected prior to March 18, 2026 under Rule 16a-2(a)?

Answer:

If a foreign private issuer had a class of equity securities registered under Section 12 of the Exchange Act prior to March 18, 2026, then Rule 16a-2(a) would not obligate directors and officers of such foreign private issuer to report on the first required Form 4 certain transactions effected prior to March 18, 2026.

However, if a director or officer of a foreign private issuer becomes subject to Section 16 because the foreign private issuer registers a class of equity securities under Section 12 of the Exchange Act on or after March 18, 2026, then Rule 16-2(a) would obligate such director or officer to report on the first required Form 4 certain transactions effected prior to March 18, 2026.

(6) Question (added on March 12, 2026):

A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026 and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?

Answer:

In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as long as:

• the person submitted a completed Form ID application and the related required documents before March 18, 2026;
• the person did not receive EDGAR access by March 18, 2026; and
• the person files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026. (7) Question (added on March 12, 2026):

Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?

Answer:

Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:

• the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
• the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
• the person files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026. The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.

[i] These responses represent the views of the Staff. They are not rules, regulations or statements of the Commission. Further, the Commission has neither approved nor disapproved them. These responses, like all staff statements, have no legal force or effect: they do not alter or amend applicable law, and they create no new or additional obligations for any person.

Last Reviewed or Updated: March 13, 2026