On March 12, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new FAQs on the application of the Holding Foreign Insiders Accountable Act to officers and directors of certain foreign private issuers (“FPIs”). As we have previously discussed, pursuant to the Act, these individuals are required to report their beneficial ownership in the FPI’s securities under Section 16 of the Securities Exchange Act, beginning no later than March 18, 2026. In the FAQs, the Division confirmed that, in light of the large volume of Form IDs being submitted at this time, it will not recommend enforcement action against a person for failure to timely file a required Section 16(a) report in the following circumstances:
- A director or officer of a FPI (i) submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026, (ii) did not receive EDGAR access by the filing date and (iii) files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.
- A director, officer, or 10% or greater beneficial owner of a domestic issuer (i) submitted a completed Form ID application and related required documents for EDGAR access for a Section 16(a) report with a filing deadline between December 18, 2025 and March 18, 2026, (ii) did not receive EDGAR access by the filing date and (iii) files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.
The domestic issuer must identify the Section 16(a) report as a late report in its disclosure pursuant to Item 405 of Regulation S-K, and can disclose its reliance on this no-action position in such disclosure.
Find the new FAQS here (numbers 6 and 7).