From March 18, 2026, directors and officers of Foreign Private Issuers (FPIs) will face new US Section 16(a) reporting obligations. Amendments to Section 16(a) of the U.S. Securities Exchange Act - introduced by the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025 - aim to enhance market transparency, limit opportunities for insider advantage, and strengthen oversight of foreign issuers in the U.S. capital markets.
Under the Act, directors and officers of FPIs will be subject to the same reporting obligations as insiders of US public companies. As a result, any director or officer of an FPI with securities registered under Section 12(b) or 12(g) must begin filing Section 16(a) reports.
What’s changing on March 18, 2026?
Historically, Section 16 of the Exchange Act required only directors, owners, or those who hold more than 10% of stock to report their ownership and holding information and FPIs were exempted. However, FPI's directors and officers must now disclose this information through the submission of Section 16 forms 3, 4, and 5, while 10% beneficial owners remain exempt entirely from Section 16(a).
Exemption for Certain FPIs
The SEC has issued an exemptive order allowing directors and officers of certain FPIs to be exempt from Section 16(a) reporting, provided the issuer is incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation.
Qualifying jurisdictions:
- Canada
- Chile
- European Economic Area
- Republic of Korea
- Switzerland
- United Kingdom
To rely on the exemption, required local filings must continue to be made and must be publicly available in English within two business days.
You can see details of the SEC exemptive relief here.
You should consult with your legal counsel to determine whether your company and its directors and officers are subject to the new Section 16(a) reporting requirements or may rely on applicable exemptive relief.
Understanding the required Section 16 forms for FPIs
FPIs will need to prepare the filing of three forms, all of which can be submitted through the SEC’s EDGAR system.
Form 3: Initial Statement of Beneficial Ownership of Securities
Form 3 must be filed within 10 days of becoming an insider. Directors, officers, and beneficial owners are required to disclose their initial holdings in the company’s securities. For existing insiders of FPIs, they will need to file Form 3 on March 18, 2026.
Form 4: Statement of Changes in Beneficial Ownership
Form 4 is required when an insider’s ownership changes to the holdings reported on Form 3. For example, the buying or selling of stock. Form 4 must be filed within 2 business days of any transaction.
Form 5: Annual Statement of Changes in Beneficial Ownership
Form 5 is filed within 45 days after the company's fiscal year end date. It is used to report transactions that were exempt from or omitted from earlier Form 4 filings.
What the new act means for directors and officers of FPIs
For many FPIs, including those in Asia, this represents a significant change, and insiders need to maintain compliance to avoid regulatory consequences. FPIs must prepare by tracking ownership changes in real-time and comply with faster US filing requirements.
Insiders must ensure they are registered on the SEC’s EDGAR system and have an active account to submit filings. Recent updates to the EDGAR dashboard require individuals to have login.gov credentials and multi-factor authentication. More details on the EDGAR requirements, Form ID information and registration can be found on the SEC website.
How Computershare Plan Managers can support you
Computershare Plan Managers can help issuers navigate the new Section 16 obligations efficiently by:
- Monitoring filing events
Track share plan transaction activities, helping identify triggering events promptly and reducing the risk of missed deadlines. - Integrated data consolidation for preparation
All share plan transaction data and records are centrally consolidated to minimize manual reconciliation efforts. - Clear mapping from different transaction scenarios
Complex transaction events are accurately mapped to the appropriate reporting requirements.
If you would like to learn more about how we can support your Section 16 obligations under the new framework, please contact your Relationship Manager.
Disclaimer: Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.