The U.S. Securities and Exchange Commission has adopted final rule and form amendments to implement the requirements of the Holding Foreign Insiders Accountable Act, which aim to increase transparency into the stock holdings and transactions of directors and officers at foreign private issuers (FPIs). The law, enacted on December 18, 2025, amends Section 16(a) of the Securities Exchange Act of 1934 and requires certain executives of Exchange Act reporting FPIs to disclose their equity transactions electronically and in English. Starting March 18, 2026, directors and officers must file Section 16 reports disclosing their holdings and transactions in company securities.
The rule amendments also adjust several regulatory provisions to align with the new law. In particular, the SEC revised Rule 3a12-3(b) to remove a previous exemption from Section 16 reporting requirements and instead provide limited exemptions only for short-swing profit rules and short-selling restrictions. The agency also updated Rule 16a-2 to clarify that individuals who own more than 10% of an FPI’s equity securities will not be subject to the Section 16(a) filing requirements. Through these changes, regulators aim to provide investors with clearer information about insider transactions at foreign companies listed in U.S. markets.
