SEC Staff Issues Holding Foreign Insiders Accountable Act FAQs

The staff of the SEC's Division of Corporation Finance has issued the responses described below to frequently asked questions relating to the initial Section 16(a) filing obligations of directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act (FPIs) under the Holding Foreign Insiders Accountable Act.

• All Forms 3, 4, and 5 must be filed via EDGAR unless a hardship exception has been obtained under Regulation S-T Rule 202 (which would permit a paper submission).
• EDGAR filings must be made by 10:00 p.m. (Washington, D.C. time) on the due date.
• A person who was serving as a director or officer of an FPI as of December 18, 2025 must file a Form 3 on March 18, 2026, unless he or she is no longer a director or officer on that date.