SEC adopts rules forcing foreign-company insiders to disclose U.S. holdings

The Securities and Exchange Commission adopted final rule and form amendments on Feb. 27 that will require directors and officers of foreign private issuers with a class of Section 12-registered equity to disclose their holdings and transactions beginning March 18, 2026. The action implements the Holding Foreign Insiders Accountable Act enacted Dec. 18, 2025 and aims to increase transparency into the holdings and transactions of those insiders, the agency said.

In a statement accompanying Release No. 2026-23, the SEC said, “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).” The adopting release and related materials including a fact sheet and a chairman’s statement are posted on the SEC website and will be published in the Federal Register.

The HFIA amended Section 16(a) of the Securities Exchange Act of 1934 and, as the SEC summarized, “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. The HFIA Act mandates that the Commission issue final regulations (or amend or rescind existing regulations in whole or in part) to carry out the amendments made by the HFIA Act no later than 90 days after the date of enactment.”

As part of the implementing rules, the SEC will remove the broad exemption that had shielded many foreign insiders from Section 16 requirements. The agency said it will amend Rule 3a12-3(b “to remove the current exemption from Section 16 in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only.” The SEC also revised Rule 16a-2 “to exclude 10 percent holders of FPIs’ equity securities from the requirements of Section 16(a) and related rules,” and it updated Section 16 forms to reflect the HFIA filing requirements.

Regulatory observers viewed the move as part of a broader push to tighten disclosure for foreign issuers in U.S. markets. “Wall Street's top regulator on Friday said it had adopted final rules requiring disclosures of shareholdings and transactions by directors and officers of foreign companies traded in the United States, something Congress had mandated late last year,” Reuters reported, noting the action follows a prior SEC rulemaking to close disclosure gaps. Reuters added that officials framed prior gaps as having “benefitted China in particular,” language the agency’s statement did not itself make.

Legal coverage framed the statute’s purpose more bluntly. Law360 described the new law as aimed at “cracking down on foreign insider trading,” a characterization attributed to that outlet’s reporting.

For U.S. investors and market overseers, the rules close a transparency gap between domestic and foreign issuers and place new operational burdens on foreign companies and their insiders, who must ensure timely electronic filings in English. The SEC’s adopting release will be the authoritative source for compliance details and the formal rule text; affected firms and market participants should consult Release No. 2026-23 and the forthcoming Federal Register publication for the full preamble and instructions.