Spring 2026 Corporate Communicator

Dear clients and friends,

In this issue of the Corporate Communicator, we summarize recently enacted legislation making Section 16(a)’s reporting requirements applicable to directors and officers of foreign private issuers.

Very truly yours,

Snell & Wilmer’s Corporate & Securities Group

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires directors¹, officers², and persons who beneficially own more than 10% of any class of equity securities registered under Section 12 of the Exchange Act to disclose their holdings of the issuer’s equity securities through Section 16 reports (i.e., Forms 3, 4, and 5) filed with the Securities and Exchange Commission (the “SEC”). Historically, directors and officers of foreign private issuers were exempt from requirements under Section 16 pursuant to Exchange Act Rule 3a12-3(b).

The Holding Foreign Insiders Accountable Act (the “HFIA Act”), enacted on December 18, 2025, amended Section 16(a) to require every person who is a director or officer of a foreign private issuer with a class of equity securities registered pursuant to Section 12 of the Exchange Act to file Section 16 reports electronically and in English, with such filing requirements to become effective on March 18, 2026. The HFIA Act also added subsection (5) to Section 16(a) of the Exchange Act, which gives the SEC the authority to exempt any person, security, or transaction from the HFIA Act’s requirements if the SEC determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction.

On February 27, 2026, the SEC adopted final amendments to Exchange Act Rules 3a12-3(b) and 16a-2, and Exchange Act Forms 3, 4, and 5 (collectively, the “Section 16 Amendments”), which are described in more detail below, to reflect the requirements of the HFIA Act. On March 5, 2026, exercising its exemptive authority granted under Exchange Act Section 16(a)(5), the SEC issued an order exempting from the reporting requirements of Section 16(a) directors and officers of any foreign private issuer that is (i) organized in a “qualifying jurisdiction” and (ii) subject to a “qualifying regulation” (the “Exemptive Order”). 

The six qualifying jurisdictions under the Exemptive Order are Canada, Chile, the European Economic Area (consisting of, as of March 5, 2026, the 27 member states of the European Union and Iceland, Liechtenstein, and Norway), the Republic of Korea, Switzerland, and the United Kingdom. The six qualifying regulations are set forth in the Exemptive Order.³ The exemptive relief is available to directors and officers of a foreign private issuer that is (i) organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction, or (ii) organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction (for example, the issuer is organized in Canada but its securities trade in Switzerland).

To qualify for the exemption, (1) the officer or director must report his or her transactions in the foreign private issuer’s securities as set forth under the applicable qualifying regulation to which he or she is subject, and (2) the report filed pursuant to such qualifying regulation must be made available in English to the general public within two business days of its public posting. With respect to the second condition, some foreign regulations do not require such reports to be made in English despite having substantially similar reporting requirements as those under Section 16(a). If an English version cannot be filed and made publicly available through a regulator’s (or listing venue’s) online database, the report can be made publicly available on the foreign private issuer’s website.

The Section 16 Amendments, which have been effective since March 18, 2026, apply to directors and officers of foreign private issuers who do not qualify for the exemption granted by the Exemptive Order and require such directors and officers to file Section 16 reports (i.e., Forms 3, 4, and 5) in accordance with Section 16(a). For foreign private issuers with a two-tier board structure, with a supervisory (nonmanagement) board and a management board, the SEC has indicated that, for purposes of Section 16(a) reporting, whether a person is a “director” of a foreign private issuer is a factual determination based on the definition of “director” under Exchange Act Section 3(a)(7). 

All issuers should note that Forms 3, 4, and 5 have been amended to reflect changes made by the HFIA Act. Among other technical changes, a postal code and a country code⁴ as part of the address of the reporting person have been added, and an optional field for a foreign trading symbol has been added to allow for the listing of a second trading symbol for foreign private issuers that trade in both U.S. and non-U.S. markets. 

A Section 16 reporting person of a foreign private issuer who holds shares that are traded in both U.S. and non-U.S. markets should include both trading symbols; if the shares only have a foreign trading symbol, the person can either enter the foreign trading symbol in the first mandatory box (Box 3 of Form 3 and Box 2 of Forms 4 and 5) if space allows or enter “none” in that first trading symbol box and enter the foreign trading symbol in the second box (Box 3a. of Form 3 and Box 2a. of Forms 4 and 5).

The HFIA Act did not extend Section 16(a) reporting requirements to 10% holders of equity securities of foreign private issuers registered under Section 12 of the Exchange Act. Securities registered under Section 12 of the Exchange Act by a foreign private issuer continue to be exempt from the requirement to disgorge short swing profits made by a Section 16 reporting person under Exchange Act Section 16(b) and the prohibition of Section 16 reporting persons from engaging in certain short sales under Exchange Act Section 16(c).