SEC Staff Issues Holding Foreign Insiders Accountable Act FAQs
The staff of the SEC’s Division of Corporation Finance has issued the responses described below to frequently asked questions relating to the initial Section 16(a) filing obligations of directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act (FPIs) under the Holding Foreign Insiders Accountable Act.
- All Forms 3, 4, and 5 must be filed via EDGAR unless a hardship exception has been obtained under Regulation S-T Rule 202 (which would permit a paper submission).
- EDGAR filings must be made by 10:00 p.m. (Washington, D.C. time) on the due date.
- A person who was serving as a director or officer of an FPI as of December 18, 2025 must file a Form 3 on March 18, 2026, unless he or she is no longer a director or officer on that date.
- A person who became a director or officer of an FPI after December 18, 2025 but before March 18, 2026, must file a Form 3 by the later of March 18, 2026 or the date that is 10 days after he or she became a director or officer.1
- A person who was a director or officer of an FPI at the time its initial Section 12 registration statement became effective (after December 18, 2025 but before March 18, 2026) must file a Form 3 on March 18, 2026.
- Exchange Act Rule 16a-2(a) requires a director or officer to report on Form 4 certain transactions that occurred within six months prior to the director or officer becoming subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Exchange Act Section 12.2 If an FPI had a class of equity securities registered under Section 12 prior to March 18, 2026, then its directors and officers would not be required to report transactions effected prior to March 18, 2026. However, if a director or officer of an FPI becomes subject to Section 16 because the FPI registers a class of equity securities under Section 12 on or after March 18, 2026, then such director or officer must report certain transactions effected prior to March 18, 2026 on his or her first Form 4 filing.
As is always the case with staff interpretations, these FAQs are not rules, regulations, or statements of the SEC, and have no legal force or effect.
© 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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A Form 4 must be filed before the end of the second business day following the day on which a purchase or sale subject to reporting occurs. This means that a director or officer of an FPI who purchased or sold equity securities of the FPI on March 18, 2026 or shortly thereafter would be required to file a Form 4 before his or her Form 3 is due.
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Under Exchange Act rule 16a-2(a), a transaction(s) carried out by a director or officer in the six months prior to such person becoming subject to Section 16 shall be subject to Section 16 and reported on the first required Form 4 only if the transaction(s) occurred within six months of the transaction giving rise to the Form 4 filing obligation and the person became subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Section 12 of the Exchange Act. This filing requirement does not apply to a person who became a director or officer after the time the issuer registered equity securities under Section 12 of the Exchange Act.
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