SEC Exempts Insiders of Certain FPIs from Section 16 Reporting
The Holding Foreign Insiders Accountable Act (HFIAA) amended Exchange Act Section 16(a) to require directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act (FPIs) to file Section 16 reports. On February 27, 2026, the SEC adopted amendments, described here, to various rules and forms to reflect those requirements. The HFIAA also authorized the SEC to grant exemptions from Section 16 reporting requirements if it determines that the laws of a foreign jurisdiction apply substantially similar requirements. On March 5, 2026, the SEC exercised such authority by issuing the order described below.
The order exempts from the reporting requirements of Section 16(a) the directors and officers of any FPI that is: (i) incorporated or organized in one of the following “qualifying jurisdictions”: Canada; Chile; the European Economic Area (EEA)1; the Republic of Korea; Switzerland; or the United Kingdom, and (ii) subject to specified “qualifying regulations” of a qualifying jurisdiction (which need not be the same as the jurisdiction in which it is incorporated)2.
The exemption granted by the order is subject to the following conditions: (i) any director or officer seeking to rely on the exemption must be required to report their transactions in the issuer’s securities under the applicable qualifying regulation;3 and (ii) any report filed pursuant to a qualifying regulation must be made available in English to the general public within no more than two business days of its public posting. If an English version of the report cannot be filed through an appropriate regulator’s (or listing venue’s) online database, then the report may be made publicly available on the relevant company’s website.
The SEC may exercise its exemptive authority from time to time to extend exemptive relief to the directors and officers of FPIs incorporated or organized, and subject to regulation, in other jurisdictions that set forth requirements substantially similar to Section 16(a) requirements. Any such relief would be granted in separate SEC orders.
© 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.
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As of the date of the order, the EEA consists of the 27 member states of the European Union (Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden) as well as Iceland, Liechtenstein, and Norway.
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Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies); Articles 12, 17, and 20 of the Chilean Securities Market Law and General Rule No. 269; Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union’s member states) and as incorporated into the domestic law of each European Economic Area state; Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act; Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority; and Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No. 596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018. The term “qualifying regulations” includes any successor regulations that are materially the same as the regulations set forth above. Note that the SEC may reassess and modify the order if there are future changes to the qualifying regulations or other relevant changes in the jurisdiction of incorporation sufficiently material such that the qualifying regulations are no longer substantially similar to the requirements of Section 16(a).
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Directors and officers who are not required to report their transactions under the applicable qualifying regulation cannot rely on this exemption and remain subject to the filing requirements of Section 16(a).
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