The US Securities and Exchange Commission (SEC) announced recently that beginning 18 March 2026, companies incorporated outside the United States that qualify as Foreign Private Issuers (FPIs) will be subject to new Section 16(a) insider reporting requirements. Signed into law on 18 December 2025, under the Holding Foreign Insiders Accountable Act, these changes extend US insider reporting rules to FPIs for the first time.

However, on 5 March 2026—shortly before the new rules were due to take effect—the SEC issued an exemptive relief for specific jurisdictions.

Summary of the exemptive relief

The SEC has granted exemptive relief from section 16(a) beneficial ownership reporting requirements for directors and officers of FPIs incorporated or organised in certain jurisdictions. The relief applies to FPIs incorporated in the countries below, provided the FPI is subject to a qualifying regulation:

  • Check circle iconCanada
  • Check circle iconChile
  • Check circle iconEuropean Economic Area (EEA)
  • Check circle iconThe Republic of Korea
  • Check circle iconSwitzerland
  • Check circle iconThe United Kingdom

The exemption is subject to certain conditions, including the requirement that relevant reports are available in English and that the issuer complies fully with the applicable qualifying regulation.

Full details of the SEC exemptive relief can be found here.

Next steps for companies

Organisations should engage with their legal or regulatory advisers to determine whether they qualify for the SEC’s exemptive relief.

If your company is not exempt, Computershare can support you with the new Section 16 reporting obligations.

How Computershare Entity Solutions can help

Computershare’s Section 16 Manager™ provides a streamlined, purpose‑designed solution to help companies meet Section 16 compliance requirements. Key features include:

  • Check circle iconSecure API‑based filing of Forms 3, 4 and 5 (and amendments) directly to EDGAR
  • Check circle iconAn intuitive filing wizard and guided workflows
  • Check circle iconReal‑time alerts, automated submission status updates and secure credential management
  • Check circle iconBuilt‑in guidance, chat support and access to our specialist service team

Book a Section 16 Manager demo

For more information, organisations can contact their Computershare Relationship Manager with any questions about these developments.

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