Relief for EDGAR Access Issues

On March 12, 2026, the SEC staff granted no-action relief to directors, officers, and beneficial owners of domestic issuers, as well as directors and officers of foreign private issuers (FPIs) who are unable to timely file reports required under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), because they are not granted access to EDGAR, the SEC’s electronic filing system, before the applicable filing deadline. According to the staff guidance, the relief is being granted due to the unusually large number of applications for EDGAR access (Form ID applications) submitted because of the new Section 16(a) reporting requirement (discussed in our prior post) imposed by the Holding Foreign Insiders Accountable Act (the “HFIA”) on directors and officers of FPIs with equity securities registered under the Exchange Act.

To qualify for the relief, the director, officer, or beneficial owner:

  • must have submitted a complete application for EDGAR access before the filing deadline for the applicable Section 16(a) report—March 18, 2026 (for FPIs) or a filing deadline between December 18, 2025, the day the HFIA was enacted, and March 18, 2026 (for domestic issuers);
  • must not have received EDGAR access by the applicable filing deadline; and
  • must file the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.

The no-action relief means that the SEC staff will not recommend enforcement action against any director, officer, or beneficial owner that meets the conditions for the relief. The staff guidance notes, however, that, as required by Item 405 of Regulation S-K, domestic issuers must still disclose the impacted Section 16(a) report as a late report in their proxy statement or annual report on Form 10-K, as applicable. That disclosure may further mention that the late filing was made in reliance on the staff’s no-action position.

Relief for Iran Conflict

On March 13, 2026, the staff also granted temporary no-action relief for Section 16(a) reports to directors and officers of FPIs organized and headquartered in Israel or any other foreign jurisdiction in the geographic region directly affected by the ongoing Iran conflict so long as they can represent that their ability to comply with the March 18 filing deadline has been materially affected by the direct effects of the conflict and file the relevant reports by April 20, 2026. The relief was issued in response to a request submitted on behalf of Tower Semiconductor Ltd., an Israeli FPI, that argued that wartime disruptions materially affected the ability of its directors and officers to comply within the required timeframe.