Capital Markets & Securities Law Watch

Although the March 18, 2026 deadline for directors and officers of foreign private issuers (FPIs) to file their initial Form 3 and other required Section 16(a) reports with the SEC under the Holding Foreign Insiders Accountable Act (HFIAA) has now passed, the SEC staff has provided additional no-action relief with respect to compliance with the filing requirements for insiders of FPIs that are headquartered or organized in Israel or any other jurisdiction in the region directly impacted by the ongoing military conflict with Iran.

On March 13, 2026, the staff of the Securities and Exchange Commission (SEC) updated its Holding Foreign Insiders Accountable Act Frequently Asked Questions (FAQs) to provide relief for directors and officers of both foreign private issuers and domestic companies encountering delays with obtaining EDGAR access codes due to the flood of applications received as the March 18, 2026 effective date approaches.

As we discussed in our earlier post, the Holding Foreign Insiders Accountable Act (HFIAA), enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) to require directors and officers of foreign private issuers (FPIs) with a class of equity securities registered under Section 12 of the Exchange Act to file Section 16 beneficial ownership reports.

On February 27, 2026, the Securities and Exchange Commission (SEC) adopted a final rule (Release No. 34-104903) (Final Rule) implementing the Holding Foreign Insiders Accountable Act (HFIAA), which was enacted on December 18, 2025 as part of the National Defense Authorization Act for fiscal year 2026.

On December 18, 2025, as part of the National Defense Authorization Act for fiscal year 2026, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law. The HFIAA amends Section 16(a) of the Securities Exchange Act of 1934 to require directors and executive officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act to comply with the same insider reporting rules that apply to U.S. domestic issuers. Beginning in March 2026, covered FPI insiders must publicly disclose their equity ownership and transactions on the same forms used by U.S. issuers—Forms 3, 4, and 5.

On June 4, the SEC published a concept release focusing on whether the current definition of “foreign private issuer” still makes sense in light of dramatic shifts in market structure and issuer profiles. The SEC seeks public comment on whether, and how, it should redefine “foreign private issuer” to better protect investors and promote capital formation.

The New York Stock Exchange recently proposed changes to its Listed Company Manual to clarify how its domestic and international standards for initial listing of common equity securities apply to foreign private issuers.

Winston’s Capital Markets Practice is pleased to provide you with our 2024 SEC Filing Deadline Calendar and Financial Statement Staleness Calendar.

On July 27, 2023, the Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose material cybersecurity incidents and enhance and standardize periodic disclosure of cybersecurity risk management, strategy, and governance.