SEC Adopts Final Rules for Holding Foreign Insiders Accountable Act

JD Supra Trade Law

Published March 2nd, 2026

Detected March 3rd, 2026

Summary

The SEC has adopted final rules implementing the Holding Foreign Insiders Accountable Act. These rules require directors and officers of foreign private issuers to electronically disclose their equity holdings and transactions in their company's securities starting March 18, 2026.

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What changed

The Securities and Exchange Commission (SEC) has adopted final rules and form amendments to implement the Holding Foreign Insiders Accountable (HFIA) Act. Effective March 18, 2026, directors and officers of foreign private issuers (FPIs) with registered equity securities must electronically file Section 16 reports in English detailing their holdings and transactions in the FPI's equity securities. The final rules confirm that these requirements do not apply to 10 percent holders, addressing a prior concern.

FPIs and their directors and officers must ensure compliance with these new electronic filing requirements by the March 18, 2026 deadline. While the SEC is evaluating potential exemptions for persons subject to substantially similar foreign laws, entities should prepare for compliance. Failure to comply with Section 16 reporting obligations can result in penalties, though specific penalties for this new requirement are not detailed in this announcement.

What to do next

Review final SEC rules regarding the HFIA Act and Section 16 reporting.
Ensure directors and officers of FPIs are aware of and prepared for electronic filing requirements by March 18, 2026.
Update internal compliance procedures for Section 16 reporting for foreign private issuers.

Source document (simplified)

March 2, 2026

Foreign Issuers and Section 16 Reporting: SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act

Anna Pinedo Mayer Brown Free Writings + Perspectives + Follow Contact LinkedIn Facebook X Send Embed

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, as we have previously blogged.

The HFIA Act was enacted on December 18, 2025. It amended Section 16(a) of the Exchange Act. The amendment requires directors and officers of an Exchange Act-reporting FPI, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC’s final rule amendments revise the relevant rules and forms. The SEC’s final rules confirm that the HFIA Act does not apply to 10 percent holders, which had been a point of concern.

The Chair of the SEC noted in his remarks that in enacting the HFIA Act, Congress recognized the possibility that some foreign laws may already impose substantially similar requirements on executives and gave the Commission authority to exempt persons, securities, or transactions from the HFIA Act’s requirements. The Chair stated that the SEC staff is “actively evaluating whether it will recommend that the Commission exercise this exemptive authority.”

Here is a link to the final rules: https://www.sec.gov/files/rules/final/2026/34-104903.pdf.

A Legal Update will follow shortly.

Please stay tuned for information regarding a short webcast updating FPIs on compliance.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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