SEC Adopts Final Rules Under the Holding Foreign Insiders Accountable Act

On February 27, 2026, the Securities and Exchange Commission (SEC) adopted a final rule (the Final Rule) implementing the requirements of the Holding Foreign Insiders Accountable Act (HFIAA). As discussed in our Winter 2025/2026 Quarterly Newsletter, the HFIAA amends Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), to require that directors and officers of foreign private issuers (FPIs) comply with Section 16 beneficial ownership reporting requirements beginning on March 18, 2026 (the FPI Compliance Date).

Unlike for domestic registrants, the beneficial ownership reporting obligations for FPIs do not extend to beneficial owners of more than 10% of an FPI’s equity securities (>10% Owners). Directors, officers, and >10% Owners also remain exempt from Section 16(b) and Section 16(c) of the Exchange Act, which relate to the disgorgement of short-swing profits and prohibitions on short sales.

Specifically, the Final Rule amends:

• Rules 3a12-3 and 16a-2 under the Exchange Act to clarify that directors and officers (but not >10% Owners) of FPIs are now subject to the Section 16(a) beneficial ownership reporting requirements; and
• Forms 3, 4, and 5 under the Exchange Act to make the forms inclusive for non-U.S. issuers and reporting persons.

The Final Rule also makes technical amendments to the General Instructions to Forms 3, 4, and 5 to reflect changes to the contact information for EDGAR support and the mailing address for filing paper copies of beneficial ownership reports.
Directors and officers of FPIs that were public companies prior to the FPI Compliance Date will need to file their Initial Statement of Beneficial Ownership of Securities on Form 3 on the FPI Compliance Date and comply with the requirements for filing Forms 4 and 5 thereafter.

FPIs should take the following steps in anticipation of the FPI Compliance Date:

• Ensure that all directors and officers have access to EDGAR through EDGAR Next. Individuals who do not have EDGAR access codes and individuals who may already have codes but who did not enroll in EDGAR Next before December 21, 2025, will need to submit an application for EDGAR access on Form ID (which has been updated for EDGAR Next) with sufficient time for SEC staff review before the FPI Compliance Date.
  
  
  • The SEC staff asks that filers submit Form ID “well in advance of any anticipated filing” and reports an average six business days turnaround time for reviewing Form IDs as of December 22, 2025.¹
  • Individual filers are required to submit a notarized power of attorney with their Form ID if a third party (i.e., not the filer) is (i) submitting the Form ID on the filer’s behalf, or (ii) acting as an initial account administrator on the filer’s EDGAR Next account.
  • Please see our Filer Transition Reference Guide for additional information regarding EDGAR Next.
• Review transaction reporting processes to ensure compliance with beneficial ownership reporting deadlines. FPIs should ensure that they receive prompt reporting from directors and executive officers (and their respective brokers or financial institutions handling transactions on their behalf) on those individuals’ transactions in company stock to ensure that the company can submit reports on changes in beneficial ownership by the applicable deadline (taking into account the fact that EDGAR is closed on weekends and will not accept filings after 10:00 p.m. Eastern Time on weekdays).

¹ Sec. & Exch. Comm’n, How Do I Guides: Prepare and Submit My Form ID Application for EDGAR Access, SEC. & EXCH. COMM’N, https://www.sec.gov/submit-filings/filer-supportresources/how-do-i-guides/prepare-submit-my-form-id-application (last updated Dec. 22, 2025).

This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Shelly Heyduk, an O’Melveny partner licensed to practice law in California; Robert Plesnarski, an O’Melveny partner licensed to practice law in District of Columbia and Pennsylvania; Andra Troy, an O’Melveny partner licensed to practice law in New York; Ashley Gust, an O’Melveny counsel licensed to practice law in New York and Washington; Chloe K. Keedy, an O’Melveny associate licensed to practice law in California; Kate Jones, an O’Melveny associate licensed to practice law in California; and Aliza Cohen, an O’Melveny resource attorney licensed to practice law in California, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.

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