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ARTICLE · 03 FEBRUARY 2026

Section 16(a) Reporting For Foreign Private Issuers

Mayer Brown
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Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934.

United StatesCorporate/Commercial Law
David Bakst
David Bakst
Kate Ball-Dodd
Kate Ball-Dodd
Thomas Kollar
Thomas Kollar
Christopher Nickas
Christopher Nickas
Alexandra (Ali) Perry
Alexandra (Ali) Perry
Liz Walsh
Liz Walsh
Gilat Abraham Zaefen
Gilat Abraham Zaefen
Jennifer Zepralka
Jennifer Zepralka
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Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Below, we outline what this means for FPIs, their officer and directors, and how you can get ready to comply.

What are Foreign Private Issuers?

FPIs are non-U.S. companies with shares that are listed on a U.S. exchange with most of their share ownership, management, and/or assets outside the United States.1

Will all FPIs be Subject to Section 16(a) Reporting?

The reporting requirement goes into effect on March 18, 2026, without any requirement that the Securities and Exchange Commission, or SEC, amend its rules. While the SEC has the ability to create exemptions from the reporting requirements, FPIs should not assume that it will provide any such exemptions prior to the effective date, if at all, and therefore should begin preparing to comply as soon as possible.

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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