SEC Adopts Final Rules Reflecting the Requirements of the Holding Foreign Insiders Accountable Act

As discussed in our December 30, 2025 alert, the Holding Foreign Insiders Accountable Act (HFIAA) amended Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act) to require officers and directors of foreign private issuers with equity securities registered under Section 12 of the Exchange Act (FPIs) to disclose their beneficial ownership of, and transactions in, the equity securities of those FPIs by filing Forms 3, 4 and 5 on the same basis as officers and directors of domestic issuers. The initial reports are required to be filed on March 18, 2026. On February 27, 2026, the SEC adopted final amendments to various forms and rules to implement that requirement, as described below.

• Exchange Act Rule 3a12-3(b), which previously exempted securities registered by an FPI from the provisions of Section 16, was amended to provide exemptions from Section 16(b) and Section 16(c) only.¹
• Exchange Act Rule 16a-2, which identifies the persons subject to Section 16, was amended to provide that holding 10% or more of an FPI’s equity securities does not by itself subject the holder to the requirements of Section 16(a) and related rules.
• Instructions to Form 3 were amended to include directors and officers of FPIs as subject to the requirement to file the form.

The adopting release notes that some FPIs have a two-tier board structure, with a supervisory (non-management) board and a management board. For certain Form 20-F items, the term “board of directors” refers only to the supervisory or nonmanagement board. However, that bright-line definition does not apply to the determination of whether a person is a “director” of an FPI for purposes of Section 16(a); that is a factual determination based on Exchange Act Section 3(a)(7), which defines a director as “any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated.” In many cases, some or all of the members of an FPI’s management board will be “executive officers²” subject to the new Section 16(a) filing requirements without regard to whether they are also “directors.”

Technical amendments were also made to the Section 16 forms to include an optional field for a foreign trading symbol, a postal code, and a country code as part of the address of the reporting person. Section 16 reporting persons will continue to be required to enter the issuer’s name and ticker or trading symbol on Forms 3, 4 and 5. However, the forms will now also include an optional field to allow for the listing of a second trading symbol for FPIs with trading in both U.S. and non-U.S. markets. Where a Section 16 reporting person of an FPI holds shares that are traded in both U.S. and non-U.S. markets, they should include both trading symbols. Where shares only have a foreign trading symbol, a Section 16 reporting person of an FPI could either enter the foreign trading symbol in the first mandatory box (Box 3 of Form 3 and Box 2 of Form 4 and Form 5) if allotted space allows or enter “none” in that first trading symbol box and enter the foreign trading symbol in the second box (Box 3a. of Form 3 and Box 2a. of Form 4 and Form 5).

The HFIAA also amended Section 16(a) to authorize the SEC to conditionally or unconditionally grant exemptions from the reporting requirements of Section 16(a) if it determines that the laws of a foreign jurisdiction apply substantially similar requirements to the relevant person, security, or transaction. The SEC did not exercise that exemptive authority in the new rule but may consider doing so in a separate rulemaking or order.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.