U.S. – SEC Holding Foreign Insiders Accountable

• SEC adopted final amendments to its rules and forms to reflect the disclosure requirements of recently enacted Holding foreign insiders accountable act (HFIA Act).
• Also published fact sheet on final rule, Chairman Atkins and Uyeda statements.
• Follows Senate enactment of S.1071, which included enactment of HFIA act.
• EDGAR business office announced new reporting obligations 13 January 2026.
• Final rule amended 17 CFR 240, general rules and regulations, and 17 CFR 249, forms.

HFIA Act

• Transparency into holdings of directors and officers of foreign private issuers (FPIs).
• Directors and officers of FPIs with class of equity securities registered under SEA Sec 12 must begin disclosing holdings and transactions in the FPI’s equity securities.
• HFIA Act amended SEA Section 16(a) to require every person who is director or officer of Exchange Act reporting FPI to file Section 16 reports electronically and in English.
• Not 10 percent holders who beneficially own over 10% of any class of equity securities.

SEC Final Amendments

• Amended Rule 3a12-3(b) (17 CFR 240.3a12-3(b)) by removing current exemption from Section 16 in entirety.
• Replaced with S 16(b) short-swing profit, S 16(c) short selling prohibition exemptions.
• Amended Rule 16a-2 (17 CFR 240.16a-2), which identifies persons and transactions subject to S 16, to exclude 10 percent holders of FPI equity securities from requirements of Section 16(a).
• Revised Sec 16 reports to reflect changes by HFIA Act, consisting of Forms 3 - Initial Statement of Beneficial Ownership of Securities (17 CFR 249.103).
• Also, Form 4, Statement of Changes in Beneficial Ownership of Securities (17 CFR 249.104), and Form 5, Annual Statement of Beneficial Ownership (17 CFR 249.105).
• General Instructions 1.(a)(i), (ii), and (iv) to Form 3 were amended to include directors, officers of FPI, exclude 10 percent holders of FPIs from filing requirement.
• Adopted technical amendments to each of Section 16 reports to include optional field for foreign trading symbol, country code as part of address of the reporting person.

Effectiveness

• FPIs must begin disclosing holdings on 18 March 2026, effective date of the HFIA Act.