New Section 16 reporting requirements for Foreign Private Issuers

From March 18, 2026, directors and officers of Foreign Private Issuers (FPIs) will face new US Section 16(a) reporting obligations. The U.S. Securities Exchange Act, as part of the Holding Foreign Insiders Accountable Act, which was signed into law on December 18, 2025. aims to enhance market transparency, limit opportunities for insider advantage, and strengthen oversight of foreign issuers in the U.S. capital markets.

Under the Act, directors and officers of FPIs will be subject to the same reporting obligations as insiders of US public companies. As a result, any director or officer of an FPI with securities registered under Section 12(b) or 12(g) must begin filing Section 16(a) reports.

What's changing on March 18, 2026?

Historically, Section 16 of the Exchange Act required only directors, owners, or those who hold more than 10% of stock to report their ownership and holding information. With the introduction of Holding Foreign Insiders Accountable Act – including those from Asia – will now be subject to the same reporting framework long applied to U.S. domestic issuers. These insiders must now disclose this information through the submission of Section 16 forms 3, 4, and 5.

Understanding the required Section 16 forms for FPIs

FPIs will need to prepare the filing of three forms, all of which can be submitted through the SEC's EDGAR system.

Form 3: Initial Statement of Beneficial Ownership of Securities

Form 3 must be filed within 10 days of becoming an insider. Directors, officers, and beneficial owners are required to disclose their initial holdings in the company's securities. For existing insiders of FPIs, they will need to file Form 3 on March 18, 2026.

Form 4: Statement of Changes in Beneficial Ownership

Form 4 is required when an insider's ownership changes to the holdings reported on Form 3. For example, the buying or selling of stock. Form 4 must be filed within 2 business days of any transaction.

Certain transactions are exempt from reporting on Form 4, including bona fide gifts, acquisitions/dispositions by will or descent, and shares awarded in employee benefit plans. These transactions can be reported later in the Annual Statement of Changes.

Form 5: Annual Statement of Changes in Beneficial Ownership

Form 5 is filed within 45 days after the company's fiscal year end date. It is used to report transactions that were exempt from or omitted from earlier Form 4 filings.

What the new act means for directors and officers of FPIs

For many FPIs, including those in Asia, this represents a significant change, and insiders need to maintain compliance to avoid regulatory consequences. FPIs must prepare by tracking ownership changes in real-time and comply with faster US filing requirements.

Insiders must ensure they are registered on the SEC's EDGAR system and have an active account to submit filings. Recent updates to the EDGAR dashboard require individuals to have login.gov credentials and multi-factor authentication. More details on the EDGAR requirements, Form ID information and registration can be found on the SEC website.

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