SEC Adopts Final Rules for Holding Foreign Insiders Accountable Act

SEC Press Releases

Published February 27th, 2026

Detected February 28th, 2026

Summary

The SEC has adopted final rules and form amendments implementing the Holding Foreign Insiders Accountable Act (HFIA). These changes require directors and officers of foreign private issuers to electronically disclose their holdings and transactions in the issuer's equity securities, effective March 18, 2026.

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What changed

The Securities and Exchange Commission (SEC) has adopted final rule and form amendments to implement the Holding Foreign Insiders Accountable Act (HFIA). These amendments revise Rule 3a12-3(b) to remove the current exemption from Section 16 for foreign private issuers (FPIs) and replace it with exemptions solely from Section 16(b) short-swing profit rules and Section 16(c) short selling prohibitions. Rule 16a-2 is also amended to exclude 10 percent holders from Section 16(a) reporting requirements. These changes aim to increase transparency regarding the holdings and transactions of directors and officers of FPIs.

Directors and officers of FPIs with registered equity securities must begin electronically filing Section 16 reports in English by March 18, 2026. This new requirement mandates disclosure of their holdings and transactions in the FPI's equity securities. Companies affected by this rule should ensure their directors and officers are aware of these new reporting obligations and have the necessary systems in place to comply with the electronic filing requirements by the specified deadline.

What to do next

Ensure directors and officers of FPIs are aware of new Section 16 reporting obligations.
Implement systems for electronic filing of Section 16 reports for directors and officers.
Review and update internal compliance procedures related to insider reporting for FPIs.

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Press Release

SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act

For Immediate Release

2026-23 Washington D.C., Feb. 27, 2026 —

The Securities and Exchange Commission today adopted final rule and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable Act (HFIA), which will increase transparency into the holdings and transactions of directors and officers of foreign private issuers (FPIs).

Directors and officers of FPIs with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, the effective date of the HFIA Act.

The HFIA Act, enacted on Dec. 18, 2025, amended Section 16(a) of the Exchange Act to require every person who is a director or an officer of an Exchange Act reporting FPI (but not “10 percent holders” who beneficially own more than 10 percent of any class of equity securities of such FPIs) to file Section 16 reports electronically and in English. The HFIA Act mandates that the Commission issue final regulations (or amend or rescind existing regulations in whole or in part) to carry out the amendments made by the HFIA Act no later than 90 days after the date of enactment.

The SEC’s final rule amendments revise the following rules and forms to reflect the changes made by the HFIA Act:

Rule 3a12-3(b) to remove the current exemption from Section 16 in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only
Rule 16a-2, which identifies persons and transactions subject to Section 16, to exclude 10 percent holders of FPIs’ equity securities from the requirements of Section 16(a) and related rules
Section 16 reports The adopting release is published on the SEC website and will be published in the Federal Register.

Last Reviewed or Updated: Feb. 27, 2026