SEC publishes order with exemptions from Section 16(a) reporting with respect to certain Foreign Private Issuers

As discussed in our January 2026 memo, beginning in March 2026, directors and officers of “Foreign Private Issuers” (FPIs) will be required to make public EDGAR filings pursuant to Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) of Forms 3, 4 and 5.  These forms cover beneficial ownership of, and transactions in, SEC-registered equity securities.  

On March 5, 2026, the SEC issued an order providing conditional relief from these insider reporting requirements for directors and officers of FPIs incorporated or organized in the jurisdictions listed below, being jurisdictions that the SEC has deemed as having substantially similar insider reporting requirements to those provided in Section 16(a) of the Exchange Act.  The jurisdictions are:

• Canada,

• Chile,

• the European Economic Area,

• the Republic of Korea,

• Switzerland, and

• the United Kingdom.

The SEC’s conditional relief is subject to two further conditions:

1. the director or officer must report under an applicable qualifying regulation in the FPI’s jurisdiction of incorporation or organization; and 

2. the reports must be made publicly available in English within two business days of public posting.

While it is possible that the SEC may include additional jurisdictions in future exemptive relief, as of now for directors and officers of FPIs incorporated in any jurisdiction not listed above with SEC-registered equity securities, the requirement to make Section 16(a) filings will apply from March 18, 2026.  The Crone team is standing by to assist with this.

If you have any questions, please contact Anand Saha (asaha@cronelawgroup.com), Liang Shih(lshih@cronelawgroup.com) or your usual Crone contact.