On March 9, 2026, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published a short series of FAQs on the timing of initial Section 16(a) reports by directors and officers of certain foreign private issuers (“FPIs”), as required under the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025, with reporting requirements becoming effective on March 18, 2026.  The Staff also provided a link to an online request form where interested parties can seek further guidance on these new reporting responsibilities; requests should be directed to the Office of International Corporate Finance.  The FAQs included the following:

  • All Section 16(a) reports must be made pursuant to the SEC’s EDGAR system, subject to a previously-obtained hardship exception under Regulation S-T Rule 202.
  • If a person was an officer or a director of an FPI on December 18, 2025, but is no longer a director or officer as of March 18, 2026, then no Form 3 filing is required. 
  • A person is elected as a director or officer of an FPI, effective between December 18, 2025 and March 18, 2026.  The Form 3 for such a person would be due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • An FPI initially registered a class of equity securities under Section 12 of the Exchange Act between December 18, 2025 and March 18, 2026.  If a person was a director or officer as of the date of the registration statement’s effectiveness, the Form 3 would be due on March 18, 2026. If the person became a director or officer after the effective date, the Form 3 is due by the later of March 18, 2026 or the date that is ten days after the person became a director or officer (which could be after March 18).
  • Rule 16a-2(a) requires a director or officer to report certain transactions that occurred within six months prior to the director or officer becoming subject to Section 16 solely as a result of the issuer registering a class of equity securities pursuant to Section 12 of the Exchange Act. If a FPI had a class of equity securities registered under Section 12 prior to March 18, 2026, then Rule 16a-2(a) would not require reporting transactions effected prior to March 18, 2026.  However, if a director or officer of a FPI becomes subject to Section 16 because the FPI registers a class of equity securities under Section 12 on or after March 18, 2026, then Rule 16-2(a) would obligate reporting certain transactions effected prior to March 18, 2026 on the first required Form 4.

Find the FAQs here.