SEC Issues Order Exempting Certain FPI Insiders from Section 16(a) Beneficial Ownership Reporting Requirements

As discussed in our recent Client Alert, directors and officers of foreign private issuers (FPIs) are required to comply with the beneficial ownership reporting requirements of Section 16(a) under the Securities Exchange Act of 1934, as amended, beginning on March 18, 2026 (the FPI Compliance Date). The new reporting requirement for FPIs was made pursuant to the Holding Foreign Insiders Accountable Act (HFIAA).

On March 5, 2026, the Securities and Exchange Commission (the SEC) issued an exemptive order (the Exemptive Order) exempting directors and officers of certain FPIs from the requirement to file Section 16(a) beneficial ownership reports if certain conditions are met.

Who is eligible for the exemption? The exemption applies to directors and officers of any FPI that is both incorporated or organized in a Qualifying Jurisdiction¹ and subject to a Qualifying Regulation (each as described below) (a Qualified Insider).

What are the conditions of qualifying for the exemption? In order to qualify for the exemption, a Qualified Insider must:

• Report their transactions in the FPI’s securities pursuant to the Qualifying Regulation to which they are subject; and
• Make any report filed pursuant to a Qualifying Regulation available in English to the general public (either filed on the relevant regulator’s or listing venue’s online database or on the FPI’s website) within two business days of its public posting.

The exemption applies to the following Qualifying Jurisdictions and Qualifying Regulations:

Takeaways

FPIs incorporated in a Qualifying Jurisdiction should review the Exemptive Order to assess whether any of their directors or officers qualify for the exemptive relief and, if so, update their reporting processes to ensure that they comply with the English language posting requirements that are a condition of the exemptive relief.

For FPIs with directors or officers that are not able to rely on the exemptions included in the Exemptive Order, please refer to our recent Client Alert for a chart summarizing the deadlines for Section 16(a) beneficial ownership reports.

SEC Releases Frequently Asked Questions (FAQs) on HFIAA Compliance

On March 9, 2026 the SEC released FAQs relating to the implementation of the HFIAA. Among other things, the FAQs confirm that:

• All Section 16(a) filings must be made via EDGAR in accordance with EDGAR rules (which requires individual filers to have accounts in EDGAR Next);
• The initial Form 3 deadline for individuals serving as directors and officers of FPIs with a class of equity securities registered under Section 12 of the Exchange Act as of the FPI Compliance Date is the later of (i) the FPI Compliance Date; and (ii) the date that is ten days after the date that the person became a director or officer of the FPI; and
• If an FPI had a class of equity securities registered under Section 12 of the Exchange Act prior to the FPI Compliance Date, the FPI’s directors and officers are not obligated to report on their first required Form 4 transactions in those securities that occurred within six months of the FPI Compliance Date (which otherwise would have been required to be reported pursuant to Rule 16a-2(a) under the Exchange Act). Directors and officers of FPIs who register a class of equity securities under Section 12 of the Exchange Act after the FPI Compliance Date would be subject to the Rule 16a-2(a) reporting requirements.

¹ The exemptive relief does not extend to FPIs that may be domiciled in a Qualifying Jurisdiction but incorporated or organized in a separate jurisdiction that is not a Qualifying Jurisdiction.

² The exemptive relief will be available for any country that joins the EEA after the date of the Exemptive Order, and any country that leaves the EEA after the date of the Exemptive Order may no longer be subject to the exemptive relief.

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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