On February 27, 2026, the U.S. Securities and Exchange Commission (SEC) adopted certain rules implementing the Holding Foreign Insiders Accountable Act, requiring insider reporting disclosure obligations on directors and officers of foreign private issuers (FPI). The law was designed to increase transparency and fight insider trading on U.S. markets of foreign company securities. The term “foreign private issuer” is defined in existing Rule 3b-4 as a “national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country.”

The new reporting obligations under Section 16(a) of the Exchange Act of 1934 will require officers and directors of FPIs to disclose in SEC ownership disclosure forms their beneficial ownership of, and trades in, any class of the issuer's equity securities registered under Section 12 of the Exchange Act. With an estimate of more than 1,100 FPIs registered in the United States, the new 16(a) disclosure could result in between 3,700 and 21,000 new reporting persons as defined under the new rules. The reporting obligations go into effect on March 18, 2026.

Making FPI officers and directors subject to filing requirements (Forms 3, 4, and 5) will bring their beneficial ownership reporting standards in line with those applicable to officers and directors of domestic public issuers. The SEC’s release states that the new reporting will support improved investment decisions and allocation of capital by giving investors “a more accurate picture of incentives of directors and officers of FPIs and a potentially more accurate valuation of the issuer's shares."

The new reporting requirements apply to an FPI’s officers and directors and do not modify the disclosure requirements for beneficial owners of 10% or more from the mandatory beneficial ownership disclosure reporting under Section 16. Therefore, the new rule increases filings by FPI officers and directors while maintaining reporting requirements at the 10% ownership level.

FPIs should prepare to make these disclosures for directors and officers through the following compliance procedures:

• Identify those subject to the reporting rules, with special emphasis on who qualifies as an officer of the FPI.
• Educate directors and officers regarding their obligations.
• Establish a process to facilitate filings through the SEC’s EDGAR system and clearly identify the person(s) responsible for filings and proper supervisory procedures.

With the March 18 deadline fast approaching, FPIs should take proactive steps to ensure compliance with the SEC’s new requirements.

For more information, please contact us or your regular Parker Poe contact. Click here to subscribe to our latest alerts and insights.