SEC Adopts Final Rules for the Holding Foreign Insiders Accountable Act

The Securities and Exchange Commission today adopted final rule and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable Act (HFIA), which will increase transparency into the holdings and transactions of directors and officers of foreign private issuers (FPIs). Directors and officers of FPIs with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, the effective date of the HFIA Act. The HFIA Act, enacted on Dec. 18, 2025, amended Section 16(a) of the Exchange Act to require every person who is a director or an officer of an Exchange Act reporting FPI (but not “10 percent holders” who beneficially own more than 10 percent of any class of equity securities of such FPIs) to file Section 16 reports electronically and in English.