What directors and officers need to know about the new reporting obligations
The Holding Foreign Insiders Accountable Act marks a change in Section 16 reporting obligations. For the first time, many Foreign Private Issuers will now need to report the same information as U.S. domestic issuers.
Beginning March 18, 2026, directors and officers of Foreign Private Issuers (FPIs) will face new reporting obligations under Section 16(a) of the U.S. Securities Exchange Act, as part of the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025. The goal of the act is to increase 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 now face the same reporting requirements as insiders of domestic public companies. This means that each 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 has only required directors, owners, or those who hold more than 10% of stock to report their ownership and holding information. The Holding Foreign Insiders Accountable Act marks the first time many foreign insiders will be subject to the same reporting framework long applied to U.S. domestic issuers. Foreign insiders will now have to disclose this information through the submission of Section 16 forms 3, 4, and 5.
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 with directors, officers, and beneficial owners disclosing their initial ownership of company 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
Insiders must file Form 4 when there are changes made 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.
It’s worth noting, some transactions are exempt from reporting on Form 4, including bona fide gifts, acquisitions/dispositions by will or descent, and shares awarded in employee benefit plans. You can defer the reporting of these transactions to the Annual Statement of Changes.
Form 5: Annual Statement of Changes in Beneficial Ownership
Filed within 45 days after the company's fiscal year end date, Form 5 is used to report transactions that were exempt from or missed off earlier Form 4 filings.
What the new act means for directors and officers of FPIs
For many FPIs, this is a meaningful change, and insiders need to maintain compliance to avoid regulatory consequences. FPIs must prepare by tracking ownership changes in real-time and adapting to meet accelerated filing requirements.
Insiders must be registered with the SEC’s EDGAR system and have an active account to submit filings. Changes to the EDGAR dashboard now 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’s Section 16 Manager™ helps simplify compliance
Transitioning to Section 16 reporting doesn’t have to be overwhelming. Computershare’s Section 16 Manager is designed to streamline and support every step of the filing process by offering:
Streamlined submission of Forms 3, 4, and 5 (and amendments) directly to EDGAR via secure APIs - An intuitive filing wizard to guide filers through form creation
- Simple workflows for updating API tokens and maintaining secure EDGAR connectivity
- Authenticated EDGAR access for both filers and users
- Automated submission status updates and real‑time operational alerts
- Built‑in help guides, chat support, and a responsive client service team
Want to learn more? If you’re preparing for these new Section 16 reporting requirements or simply want to make filing easier and more reliable, we’re here to help. Contact our team today to arrange a demo and see first-hand how Section 16 Manager can support your organization’s compliance needs.
Disclaimer: Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.
Frequently asked questions
Section 16 of the Exchange Act requires certain insiders of publicly traded companies (directors, officers, and beneficial owners of more than 10% of a class of equity securities) to report their holdings and any changes in ownership to the Securities and Exchange Commission (SEC). These filings are made public, promoting transparency around insider activity.
A Foreign Private Issuer is a non‑U.S. company that has securities registered in the United States and meets specific criteria regarding shareholder composition, executive authority, and business operations. Historically, FPIs were exempt from Section 16 reporting, until now.
EDGAR is the SEC’s electronic filing system, used to submit and publish required disclosure forms. It provides a central, publicly accessible platform where companies and insiders file documents such as Forms 3, 4, and 5.