New Section 16 Reporting Requirements for Foreign Private Issuers
For many years, foreign private issuers (FPIs) have been exempt from U.S. insider reporting under Section 16 of the Securities Exchange Act. That will change in 2026.
Beginning March 18, 2026, directors and officers of FPIs with securities registered in the United States will be required to file Forms 3, 4, and 5 through the SEC’s EDGAR system. For many issuers and individual insiders, this will be a new compliance requirement.
Below is a straightforward overview of what is changing and what FPIs should be thinking about now.
What’s changing
Under rules adopted pursuant to the Holding Foreign Insiders Accountable Act, directors and officers of FPIs with securities registered under Section 12(b) or Section 12(g) will be subject to Section 16 insider reporting.
This includes:
- Form 3 to report initial beneficial ownership
- Form 4 to report changes in ownership
- Form 5 for annual reporting when applicable
Historically, FPIs were exempt from these filings. Once the new rules take effect, that exemption will no longer apply.
When the requirement applies
Section 16 reporting does not apply simply because a registration statement has been filed. It applies once an issuer’s securities are registered under Section 12(b) or Section 12(g).
For FPIs that are already effective and have securities registered in the United States, this change means that Section 16 reporting will apply beginning March 18, 2026.
For FPIs that are not yet effective, Section 16 reporting will apply once the registration becomes effective.
In both cases, directors and officers will become subject to insider reporting obligations under Section 16.
After the requirement applies:
- Directors and officers must file Form 3 within ten calendar days
- Forms 4 and 5 may be required going forward for reportable transactions
Why this matters in practice
For FPIs that are already effective, this change introduces a new ongoing compliance obligation for directors and officers who previously were not subject to U.S. insider reporting.
For FPIs that are not yet effective, the key consideration is timing. EDGAR access should be set up in advance so that filings can be made on time once reporting obligations begin.
In both situations, EDGAR access preparation is critical.
Each reporting individual must have:
- Individual EDGAR access
- A Login.gov account
- An approved Form ID
- A notarized authentication document
- Time for SEC staff review and approval
This process is no longer quick. Waiting until a filing is required can create unnecessary pressure and increase the risk of missed deadlines.
What FPIs should be doing now
Regardless of current registration status, FPIs should consider:
- Identifying directors and officers who will be subject to Section 16
- Confirming whether securities are registered or expected to be registered under Section 12(b) or Section 12(g)
- Ensuring EDGAR access is in place for affected individuals
- Coordinating timing with legal counsel and filing agents
Early planning helps ensure a smoother transition once the new requirements take effect.
A Highland insight
Most Section 16 filing issues are not caused by the disclosure itself. They arise when EDGAR access is not ready when filings are due. Treating EDGAR setup as part of the preparation phase rather than a last step can significantly reduce stress and compliance risk.
Final thought
This change represents a meaningful shift for foreign private issuers and their insiders. While it will not impact every FPI immediately, it should be part of 2026 compliance planning for any issuer with securities registered in the United States.
If you have questions about how these requirements apply to your organization or would like help planning EDGAR access timing, feel free to reach out.