SEC Grants Conditional Section 16(a) Exemption For Certain Foreign Private Issuers

On March 5, 2026, the SEC issued Release No. 34-104931, granting conditional exemptive relief from the Section 16(a) reporting requirements for directors and officers of certain foreign private issuers (FPIs). Section 16(a) of the Exchange Act generally requires insiders of U.S. public companies to report their beneficial ownership and changes in ownership of equity securities on Forms 3, 4, and 5. Under the new order, insiders of qualifying FPIs will be exempt from those SEC filing requirements if they are subject to, and compliant with, substantially comparable insider reporting requirements in a designated foreign jurisdiction.

This relief follows enactment of the Holding Foreign Insiders Accountable Act (HFIAA), which President Trump signed into law on December 18, 2025. The HFIAA subjects directors and officers of FPIs to the SEC's insider transaction reporting regime. On February 27, 2026, the SEC adopted final rule and form amendments to implement the statute,