On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”). The HFIAA, and the SEC’s related rules, subject officers and directors of foreign private issuers (“FPIs”) to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026. Importantly, the SEC’s rule amendments do not go beyond what was required by the HFIAA, providing needed certainty with respect to the scope of this new obligation for insiders of FPIs. This client alert summarizes the SEC’s rule changes and provides suggestions for FPIs and their insiders as they prepare to comply with the new requirements.
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