SEC Staff Extends Section 16(a) Filing Deadline for Directors and Officers of Certain Foreign Private Issuers Affected by Middle East Hostilities

On April 17, 2026, the Division of Corporation Finance issued a no-action letter to Tower Semiconductor Ltd., an Israeli foreign private issuer (Tower), extending until May 29, 2026 the date through which Tower’s directors and officers may fail to file required Section 16(a) reports without leading the Division of Corporation Finance to recommend enforcement action to the SEC. The Division had previously granted no-action relief for failures to file until April 20, 2026. The new no-action position was based on several facts set forth in Tower’s no action request letter, including the impact of the continuing war among Israel, Lebanon, and Hezbollah, as Tower’s “headquarters, management, parent company and largest fabrication facility (Fab 2) are all located less than 20 miles away from the Israel-Lebanon border, which continues to suffer rocket fires, missile strikes and air raid sirens from Lebanon.” The request letter also noted that wartime restrictions in Israel, especially where Tower’s headquarters, management, and Fab 2 are located, remain ongoing, as do severe disruptions to communications and infrastructure. These conditions continue to impair Tower’s ability to collect, verify, and assist its directors and officers in reporting the required information, including disruptions to notary services required for Form ID, due to rocket strikes and other collateral consequences of military operations in the region.

The Division’s response states that: “This no-action position is available for directors and officers of any other foreign private issuer with a class of equity securities registered under Exchange Act Section 12 that is organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict described in your letter, provided they can represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.”

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