The Securities and Exchange Commission (SEC) recently announced that beginning March 18, 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 December 18, 2025, under the Holding Foreign Insiders Accountable Act, these changes extend US insider reporting rules to FPIs for the first time.

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Paul Capozzi
By Paul Capozzi, COO Issuer Services, Computershare, North America

On March 5, 2026, the SEC issued an exemptive order under Section 16(a)(5) of the Exchange Act providing that directors and officers of certain foreign private issuers (FPIs) are no longer required to file US Section 16 reports – provided specific conditions are met.

Who qualifies

The exemption applies to FPIs that are:

  • Check circle iconIncorporated or organized in a qualifying jurisdiction (including Canada, the EEA, the UK, Chile, Korea, and Switzerland), and
  • Check circle iconSubject to a qualifying foreign insider‑reporting regime (e.g., Canada’s NI 55‑104, EU MAR Article 19, UK MAR).

The SEC determined these foreign frameworks impose requirements substantially similar to Section 16(a), including timely public reporting of changes in beneficial ownership.

Conditions to rely on the exemption

To use the exemption, directors and officers must:

  • Check circle iconComply with the applicable foreign insider‑reporting obligations, and
  • Check circle iconEnsure their reports are publicly available in English within two business days of posting. If an English version is not provided by the foreign regulator, publication on the company’s website is acceptable.

Next steps

For eligible FPIs, this order can significantly reduce administrative burden by eliminating duplicative US filings, while maintaining transparency through comparable foreign disclosure regimes. Speak with your advisors to confirm whether your company is eligible for the exemption.

 

Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.

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