The US Securities and Exchange Commission (SEC) will impose new insider reporting obligations on directors and officers of foreign private issuers (FPIs) commencing March 18, 2026. This change stems from the Holding Foreign Insiders Accountable Act (HFIAA), signed into law by President Trump on December 18, 2025, which eliminates a nearly five-decade exemption from Section 16(a) reporting under the US Securities Exchange Act of 1934 (Exchange Act). For the SEC's official guidance on Section 16 reporting and EDGAR filing requirements, clients should consult the SEC's website at www.sec.gov.

Key changes at a glance

Directors and officers of Canadian and other FPIs with equity securities registered under Section 12 of the Exchange Act will now be required to publicly report their insider holdings and transactions on the SEC's EDGAR system, adhering to the same two-business-day (T+2) disclosure standard applicable to US domestic executives. This is a significant acceleration compared to existing home-jurisdiction timelines - for example, Canada requires reporting within five days via SEDI, while the UK and Europe typically allow three business days under the Market Abuse Regulation.

Who is affected?

The new requirements apply to all directors and certain officers of FPIs, specifically:

  • Directors: Every member of the board, without exception.
  • Section 16 officers: This includes the President, Chief Financial Officer, Principal Accounting Officer or Controller, and any vice president in charge of a principal business unit or any individual performing a significant policy-making function. A practical rule of thumb is that if an individual is identified as an executive officer in Form 20-F or for clawback policy purposes, they are almost certainly a Section 16 insider.
  • 10% shareholders: Under the HFIAA, shareholders owning more than 10% who are not directors or officers generally remain exempt from Section 16(a) reporting. However, issuers should be alert to "director by deputization" - where a significant shareholder places a representative on the board, that shareholder entity may be deemed a director for Section 16 purposes.

Required SEC filing forms

Three SEC forms are central to compliance:

  • Form 3 (initial snapshot): Discloses an insider's total beneficial ownership upon becoming subject to Section 16. All directors and officers in place as of the effective date must file by March 18, 2026.
  • Form 4 (rapid response): Reports any change in beneficial ownership and must be filed by the end of the second business day following the transaction. Notably, no materiality threshold applies - every reportable change must be disclosed.
  • Form 5 (annual cleanup): Filed within 45 days of fiscal year-end for certain deferred or previously unreported transactions, such as gifts or inheritances.

Dual reporting environment

A common misconception is that compliance with home-country insider reporting regimes satisfies US requirements. This is not the case. Although the HFIAA permits the SEC to exempt FPIs from jurisdictions with substantially similar reporting rules (including Canada, the UK and the EU), no such exemptions have been granted as of early 2026. Until such exemptions are issued, FPI insiders must file on both their home-country system and the SEC's EDGAR platform, often on conflicting timelines.

Immediate compliance considerations

EDGAR Access: Every director and officer must have their own individual EDGAR account. The SEC advises that individuals (or authorised representatives) submit a Form ID application for EDGAR access as soon as possible. The application process is meticulous and requires Login.gov credentials, a notarized signature and upload of an authenticating document. SEC staff manually review each Form ID and may request additional information, meaning that credentialing can take weeks rather than days. Issuers that do not complete this onboarding in advance risk being unable to submit initial Form 3 filings by the March 18, 2026 deadline, creating immediate compliance and governance exposure.

Market and reputational implications

The compressed T+2 timeline creates new operational and reputational risks for FPIs. In US markets, insider filings are monitored in real time by automated trading systems that can react within seconds of a filing becoming public. Routine transactions such as a CEO selling shares to cover tax obligations, for example, may be misinterpreted as a loss of confidence if context is not provided immediately. Furthermore, late or missed Section 16 filings are publicly flagged on EDGAR and tracked by proxy advisory firms such as Institutional Shareholder Services and Glass Lewis, Inc., who factor compliance into their governance assessments. A late filing could no longer be viewed as a clerical oversight but may be interpreted as a breakdown in internal controls.

Recommended actions

To prepare for the March 18, 2026, effective date, FPIs should take the following steps without delay:

  • Audit board and executive credentials: confirm that every director and covered officer has an individual central index key (CIK) and Login.gov account.
  • Implement mandatory trade pre-clearance: with a T+2 deadline, investor relations and legal teams cannot afford to learn about trades after execution.
  • Establish real-time data pipelines: ensure transaction data flows immediately from executives' personal brokers to legal and filing teams.
  • Develop proactive disclosure messaging: prepare trade scripts and messaging aligned with legal counsel and brokers before transactions occur to manage market interpretation.

Conclusion

The expansion of Section 16 reporting to FPIs represents a fundamental shift in how insider activity is disclosed, interpreted and governed in US markets. Readiness will be defined not merely by compliance, but by anticipation, coordination and speed. We encourage clients to begin preparations immediately and to contact us with any questions regarding their specific compliance obligations.