Notice2026-04613
Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption From the Filing Requirements of Section 16(a) of the Exchange Act
Primary source
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Published
March 10, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 46 (Tuesday, March 10, 2026)</title>
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[Federal Register Volume 91, Number 46 (Tuesday, March 10, 2026)]
[Notices]
[Pages 11587-11588]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-04613]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104931]
Order Granting Directors and Officers of Certain Foreign Private
Issuers an Exemption From the Filing Requirements of Section 16(a) of
the Exchange Act
March 5, 2026.
The Holding Foreign Insiders Accountable Act (``HFIA Act''),\1\
enacted on December 18, 2025, amended Section 16(a) of the Securities
Exchange Act of 1934 (``Exchange Act'') \2\ to require every person who
is a director or an officer of a foreign private issuer, as that term
is defined in Exchange Act Rule 3b-4,\3\ with a class of equity
securities registered pursuant to Section 12 of the Exchange Act
(``FPI'') to file Section 16 reports. On February 27, 2026, the
Securities and Exchange Commission (``Commission'') adopted amendments
to Exchange Act Rules 3a12-3(b) and 16a-2, and Forms 3, 4, and 5 to
reflect the requirements of the HFIA Act.\4\
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\1\ Public Law 119-60, 139 Stat. 1838 (Dec. 18, 2025), Sec.
8103.
\2\ 15 U.S.C. 78p(a).
\3\ 17 CFR 240.3b-4.
\4\ Holding Foreign Insiders Accountable Act Disclosure, Release
No. 34-104903 (Feb. 27, 2026).
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Section 16(a)(5) of the Exchange Act,\5\ as added by the HFIA Act,
states that the Commission may, by rule, regulation, or order,
conditionally or unconditionally exempt any person, security, or
transaction, or any class or classes of persons, securities, or
transactions, from the requirements of Section 16(a) if the Commission
determines that the laws of a foreign jurisdiction apply substantially
similar requirements to such person, security, or transaction.
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\5\ 15 U.S.C. 78p(a)(5).
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Pursuant to the authority granted under Section 16(a)(5) of the
Exchange Act, and subject to the conditions listed below, the
Commission is exempting from the reporting requirements of Section
16(a), and rules related to that provision, the directors and officers
of any FPI that is (i) incorporated or organized in a ``qualifying
jurisdiction,'' as defined below, and (ii) subject to a ``qualifying
regulation,'' as defined below.\6\ The exemptive relief is available to
directors and officers of an FPI that is either (i) incorporated or
organized in a qualifying jurisdiction and subject to a qualifying
regulation of the same jurisdiction or (ii) incorporated or organized
in a qualifying jurisdiction but subject to a qualifying regulation of
a different jurisdiction listed below.\7\
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\6\ The Commission may exercise its exemptive authority from
time to time and extend exemptive relief to the directors and
officers of FPIs incorporated or organized in and subject to
regulation in other jurisdictions that set forth requirements
substantially similar to Section 16(a) requirements. Any such relief
would be granted in separate Commission orders.
\7\ For example, directors and officers of an FPI that is
incorporated in Canada with securities registered in Germany and
subject to Article 19 of EU MAR that otherwise satisfy the
conditions of this order would be exempt from Section 16(a)
reporting obligations.
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Qualifying Jurisdictions:
<bullet> Canada;
<bullet> Chile;
<bullet> the European Economic Area; \8\
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\8\ As of the date of this exemptive order, the European
Economic Area consists of the 27 member states of the European Union
(Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic,
Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands,
Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden) as
well as Iceland, Liechtenstein, and Norway. Any country that joins
the EEA would also be required to adopt EU MAR (and therefore this
exemptive relief would apply to directors and officers of its FPIs),
while a country that leaves the EEA may no longer be subject to EU
MAR (and directors and officers of its FPIs would no longer be
eligible for this exemptive relief to the extent the country is no
longer subject to the EU MAR). See EFTA's Q&A about the EEA
Agreement, available at <a href="https://www.efta.int/eea-relations-eu/qa-about-eea-agreement#c1">https://www.efta.int/eea-relations-eu/qa-about-eea-agreement#c1</a>, and Annex IX to the EEA Agreement, available
at <a href="https://www.efta.int/sites/default/files/documents/legal-texts/eea/the-eea-agreement/Annexes%20to%20the%20Agreement/annex9.pdf">https://www.efta.int/sites/default/files/documents/legal-texts/eea/the-eea-agreement/Annexes%20to%20the%20Agreement/annex9.pdf</a>.
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<bullet> the Republic of Korea;
<bullet> Switzerland; or
<bullet> the United Kingdom.
Qualifying Regulations:
<bullet> Canada's National Instrument 55-104--Insider Reporting
Requirements and Exemptions (supported by National Instrument 55-102--
System for Electronic Disclosure by Insiders (SEDI) and companion
policies) (``NI 55-104''), which provides, in general, requirements
that directors and officers of covered issuers promptly report their
initial holdings and any changes in beneficial ownership of the
issuer's securities, including a description of the security, the
nature of the transaction, and the price and volume of the transaction,
and that such reports be made available to the general public;
<bullet> Articles 12, 17, and 20 of the Chilean Securities Market
Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma
de Car[aacute]cter General) No. 269, which provide, in general,
requirements that directors and executive officers promptly report
their initial holdings and any changes in beneficial ownership of the
issuer's securities, including a description of the security, the
nature of the transaction, and the price and volume of the transaction,
and that such reports be made available to the general public;
<bullet> Article 19 of the European Union Market Abuse Regulation
(Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/
2809) (including, as applicable, implementing legislation and
regulations adopted by the European Union's member states) and as
incorporated into the domestic law of each European Economic Area state
(``EU MAR''), which provides, in general, requirements that persons
discharging managerial responsibilities (which includes directors and
officers) promptly report to the issuer any changes in beneficial
ownership of the issuer's securities, including a description of the
security, the nature of the transaction, and the price and volume of
the transaction, and that such reports be made available to the general
public;
<bullet> Article 173 of the Republic of Korea Financial Investment
Services and Capital Markets Act and Article 200 of the Enforcement
Decree of the Financial Investment Services and Capital Markets Act
which provide, in general, requirements that directors and executives
promptly report their initial holdings and any changes in beneficial
ownership of the issuer's securities, including a description of the
security, the nature of the transaction, and the price and volume of
the transaction, and that such reports be made available to the general
public;
<bullet> Article 56 of the Listing Rules and implementing
directives of SIX Swiss Exchange as approved by the Swiss Financial
Market Supervisory Authority (the ``SIX Listing Rules'') which provide,
in general, requirements that members of the board of directors and
members of the executive committee promptly report to the issuer any
changes in beneficial ownership of the issuer's securities, including a
description of the security, the nature of the transaction, and the
price and volume of the transaction, and that such reports be made
available to the general public; or
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<bullet> Article 19 of the United Kingdom Market Abuse Regulation
(Regulation (EU) No. 596/2014), as it forms part of United Kingdom
domestic law pursuant to the European Union (Withdrawal) Act 2018 (``UK
MAR''), which provides, in general, requirements that persons
discharging managerial responsibilities (which includes directors and
officers) promptly report to the issuer any changes in beneficial
ownership of the issuer's securities, including a description of the
security, the nature of the transaction, and the price and volume of
the transaction, and that such reports be made available to the general
public.\9\
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\9\ For purposes of this exemptive order, the term ``qualifying
regulations'' includes any successor regulations that are materially
the same as the regulations listed in this order. The Commission may
exercise its right to reassess and modify this order if there are
future changes to the qualifying regulations or other relevant
changes in the jurisdiction of incorporation sufficiently material
such that the qualifying regulations are no longer substantially
similar to the requirements of Section 16(a).
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The exemption granted by this order is subject to the following
conditions:
<bullet> Any director or officer, as defined in Section 3(a)(7) of
the Exchange Act and Rule 16a-1(f) of the Exchange Act, respectively,
seeking to rely on this exemption is required to report their
transactions in the issuer's securities as set forth under the
qualifying regulation to which they are subject; \10\ and
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\10\ This condition is intended to ensure that any director or
officer that does not fall within the defined category of reporting
persons under the applicable qualifying regulation will still be
required to file Section 16(a) reports.
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<bullet> Any report filed pursuant to a qualifying regulation is
made available in English to the general public within no more than two
business days of its public posting.\11\
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\11\ Some foreign regulations do not require such reports to be
made in English despite having substantially similar reporting
requirements. If an English version of the report cannot be filed
through an appropriate regulator's (or listing venue's) online
database, then the report could be made publicly available on the
company website.
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In exercising the exemptive authority granted under Section
16(a)(5) of the Exchange Act, the Commission has determined that the
qualifying regulations of the qualifying jurisdictions include
substantially similar requirements to the requirements of Section
16(a). In making this determination, the Commission considered the
following criteria:
<bullet> Persons covered: directors and officers of issuers,
including persons who perform policy-making functions for the issuer,
are subject to reporting obligations.
<bullet> Securities covered: directors and officers must report
holdings of, and transactions in, any equity securities or derivative
securities relating to an issuer.
<bullet> Transactions covered: directors and officers must report
transactions and other changes in beneficial ownership, including
acquisitions and dispositions of any direct or indirect beneficial
ownership interest, with a focus on the director's or officer's
opportunity to profit or share in the profit derived from a
transaction.
<bullet> Reports: the required reports disclose the director's or
officer's beneficial ownership and changes in such beneficial
ownership, with timely filings of these reports.
<bullet> Publicly available: reports are publicly available
electronically in English.
The Commission reviewed each of the qualifying regulations and
assessed how each qualifying regulation compared to Section 16(a) of
the Exchange Act with regard to each of the criteria listed above. The
Commission concluded that each of the qualifying regulations covers
substantially similar persons, securities, and transactions as those
covered by Section 16(a) of the Exchange Act, and requires timely
public disclosures of the covered persons' changes in beneficial
ownership.
Accordingly, it is ordered, pursuant to Section 16(a)(5) of the
Exchange Act, that directors and officers of an FPI that is
incorporated or organized in a qualifying jurisdiction and subject to a
qualifying regulation are exempt from the reporting requirements of
Section 16(a) of the Exchange Act, provided that each condition set
forth above is satisfied.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-04613 Filed 3-9-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on March 10, 2026.
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