Client Update: Recent SEC Updates Affecting Foreign Private Issuers

A. SEC 2026 Agenda Signals Possible Foreign Private Issuer Eligibility Reforms

The 2026 Regulatory Flexibility Agenda published by the U.S. Securities and Exchange Commission (“SEC”) includes “Foreign Private Issuer Eligibility Enhancements” at the proposed rule stage, with an expected Notice of Proposed Rulemaking timing of October 2026. The agenda item follows the SEC’s June 2025 concept release on whether the “Foreign Private Issuer” (“FPI”) definition should be revised in light of developments in the reporting FPI population.

This is not yet a proposed rule and does not itself change existing FPI status tests or accommodations. However, because FPI status drives annual reporting on Form 20-F, current reporting on Form 6-K, U.S. proxy rule accommodations, quarterly reporting exemptions, and other governance and disclosure practices, the agenda item is material for listed FPIs and IPO candidates.