In brief
On December 18, 2025, the National Defense Authorization Act for fiscal year 2026 was enacted, including the Holding Foreign Insiders Accountable Act (HFIAA). The HFIAA amends Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") to require directors and officers of foreign private issuers whose securities are listed on a US national securities exchange or registered under Section 12(g) of the Exchange Act to comply with US insider reporting requirements ("Amendments").
Key takeaways
The Amendments cause Section 16(a) to apply to directors and officers of foreign private issuers. They do not extend Section 16(a) reporting to 10% shareholders of foreign private issuers, nor do they apply the short-swing profit liability provisions of Section 16(b) or the short-sale restrictions of Section 16(c) to insiders of foreign private issuers. The HFIAA also authorizes the Securities and Exchange Commission (SEC) to exempt persons, securities, or transactions from Section 16(a) reporting when a foreign jurisdiction imposes substantially similar requirements.
The Amendments become effective on March 18, 2026, which is 90 days after enactment. Under the language of the Amendments, directors and officers of foreign private issuers who become subject to Section 16 at that time will be required to file initial ownership reports on Form 3 on March 18, 2026, and new directors and officers of such foreign private issuer will have 10 calendar days to file their Form 3 after assuming such role. Thereafter, reportable transactions will be due on Form 4 within two business days of such transaction, and, if applicable, certain annual disclosures will be reportable on Form 5. In addition, directors and officers of foreign private issuers that newly register under either Section 12(b) or 12(g) of the Exchange Act after March 18, 2026 must file their Form 3s on the date of such registration.
These changes represent a significant shift for foreign private issuers, which historically have not been subject to Section 16(a) reporting. Foreign private issuers should promptly reassess which individuals qualify as "officers" for Section 16 purposes and ensure that all affected directors and officers currently have, or immediately obtain, Electronic Data Gathering, Analysis, and Retrieval (EDGAR) filing credentials. We recommend that directors and officers currently without EDGAR filing credentials begin the process of obtaining new EDGAR codes as soon as possible, and should expect to wait between five and seven business days to obtain them from the SEC, or longer if there are complications.