• Following adoption of the Holding Foreign Insiders Accountable Act on December 18, 2025, the SEC has issued exemptions from Section 16(a) reporting to directors and officers of FPIs that are incorporated or organized in specified “qualifying jurisdictions” and are subject to insider reporting “qualifying regulations” that the SEC has determined are substantially similar to Section 16(a) reporting requirements.
• The qualifying jurisdictions and reporting regimes subject to the exemption granted by the SEC are Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom.
• The exemption also requires compliance with specified conditions around the specific individuals required to file reports in such non-U.S. reporting regimes and the accessibility of such reports.

On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (the “Order”) exercising its authority to provide an exemption from reporting obligations under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), for directors and officers of foreign private issuers with equity securities registered under the Exchange Act (“FPIs”). The exemption applies to FPIs that are incorporated or organized in certain jurisdictions and subject to insider reporting regimes that the SEC has determined are substantially similar to Section 16(a) requirements, as well as compliance with certain other conditions.

Background. The Holding Foreign Insiders Accountable Act (the “HFIA Act”), enacted on December 18, 2025, amended Section 16(a) to extend beneficial ownership reporting obligations to directors and officers of FPIs, beginning March 18, 2026. On February 27, 2026, the SEC adopted final rules and form amendments implementing the HFIA Act.

Section 16(a)(5) of the Exchange Act, added by the HFIA Act, permits the SEC, by rule, regulation or order, to exempt any person, security or transaction, or any class thereof, from the requirements of Section 16(a) where the laws of a foreign jurisdiction impose “substantially similar” requirements. In the Order, the SEC exercised this authority to exempt directors and officers of FPIs that are incorporated or organized in, and subject to the applicable insider reporting regime of, certain foreign jurisdictions whose regulatory frameworks the SEC has determined are substantially similar to Section 16(a).

Qualifying Jurisdictions and Qualifying Regulations. The exemptive relief is available (i) where an FPI is incorporated or organized in one of the “qualifying jurisdictions” and subject to the applicable “qualifying regulation” in that jurisdiction and (ii) where an FPI is incorporated or organized in one “qualifying jurisdiction” and subject to the “qualifying regulation” of another “qualifying jurisdiction.”

Under the Order, the “qualifying jurisdictions” with respect to an FPI’s country of incorporation or organization are Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom.

The “qualifying regulations” under the Order are Canada’s National Instrument 55-104, Article 19 of the European Union Market Abuse Regulation, Article 19 of the United Kingdom Market Abuse Regulation and corresponding insider reporting regimes in Chile, the Republic of Korea and Switzerland. The SEC concluded that these regimes are substantially similar to Section 16(a) because they require directors and officers (or analogous persons performing policy-making functions) to disclose publicly their beneficial ownership of equity and derivative securities of the FPI and changes to such beneficial ownership.

See Appendix below for further information regarding the “qualifying jurisdictions” and “qualifying regulations.”

Conditions to Exemptive Relief. The exemption is also subject to the following conditions:

• any director or officer, as defined in Section 3(a)(7) of the Exchange Act and Rule 16a-1(f) under the Exchange Act, of an FPI seeking to rely on the exemption must report transactions in the issuer’s securities under the applicable “qualifying regulation”; and

• any report filed under the “qualifying regulation” must be made available in English to the general public within two business days of its public posting. If an English version of the report cannot be filed through the applicable regulator’s or listing venue’s online database, the report may instead be made publicly available on the issuer’s website.

The SEC stated that the first condition is intended to ensure that any director or officer who is not subject to the applicable foreign reporting regime will be required to file Section 16(a) reports. As a result, certain officers of FPIs, such as chief accounting officers, that are not subject to reporting obligations under a qualifying regulation may be required to make filings under Section 16(a), notwithstanding that other officers and directors of the same issuer are exempt.

With respect to the second condition, FPIs may need to implement additional and accelerated processes relating to the availability of reports filed under the applicable qualifying regulation.

For FPIs that do not fall within the Order, and for any directors or officers of otherwise exempt FPIs that do not satisfy the additional conditions of the exemption, the initial Form 3 filings are due by March 18, 2026, and Form 4 filings are generally due within two business days of a reportable transaction thereafter.

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.