U.S. May Eliminate Section 16 Reporting Exemption For Foreign Private Issuers

Under the House version of the U.S. National Defense Authorization Act for Fiscal Year 2026 (NDAA)—which was passed on December 10 and could become law by year-end—directors and officers of SEC-reporting foreign private issuers would no longer be exempt from the U.S. insider reporting regime under p 16 of the Securities Exchange Act of 1934. However, the NDAA leaves open the possibility that the SEC could enact exemptions to these reporting requirements if it determines that the laws of a non-U.S. jurisdiction apply substantially similar requirements.

What you need to know

• On December 10, the U.S. House of Representatives passed the U.S. National Defense Authorization Act for Fiscal Year 2026 (NDAA), which now awaits action by the U.S. Senate and could be signed into law by President Trump by the end of the year. The NDAA includes a provision, referred to as the "Holding Foreign Insiders Accountable Act" (HFIAA), that eliminates the p 16(a) reporting exemption