The Holding Foreign Insiders Accountable Act (HFIAA) included in the U.S. annual defense spending bill was signed into law by President Trump on December 18, 2025¹. Pursuant to the HFIAA, beginning March 18, 2026, (i.e., 90 days after the HFIAA was signed into law), officers and directors of many foreign private issuers (FPIs) will be required to file with the SEC Section 16 reports to publicly report their ownership of, and trades in, the shares (including equity compensation awards, stock grants, options, warrants, etc.) of the FPIs of which they are insiders. Such reporting was not previously required.

Officers of FPIs include: (i) the president; (ii) the principal financial officer; (iii) the principal accounting officer; (iv) any vice-president of the issuer in charge of a principal business unit, division or function; and (v) other policymaking individuals, regardless of title². Officers of the issuer's parent(s) or subsidiaries are deemed officers of the issuer if they perform such policymaking functions for the issuer. Executive officers identified in an issuer’s annual report on Form 20-F are also presumed to be officers for purposes of Section 16(a) reporting. Although the HFIAA falls short of extending the Section 16(a) reporting obligations to any significant shareholder solely based on its percentage of ownership of the FPI, a shareholder can be subject to Section 16(a) reporting if its affiliate serves as its representative on an issuer’s board of directors.

Section 16 reports include:

• Form 3 — an initial statement of beneficial ownership due within 10 calendar days after becoming an insider

• Form 4 — a report of changes in beneficial ownership due by the end of the second business day following the transaction

• Form 5 — an end-of-year filing due 45 calendar days after the issuer’s fiscal year-end that covers holdings or transactions not previously reported

First-time filers should start the process to obtain SEC filing codes and enroll with the SEC's EDGAR Next now to ensure that public filings will be made on time with the SEC next March.

At least for now, insiders of FPIs will continue to be exempt from both the Section 16(b) short-swing disgorgement rules and the Section 16(c) short-sale restrictions that apply to insiders of public companies that are not FPIs.