On March 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an order[1] providing conditional relief from the insider reporting requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) for directors and officers of certain foreign private issuers (“FPIs”).
The relief applies to directors and officers of FPIs incorporated or organized in a “qualifying jurisdiction” (Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, or the United Kingdom) and subject to a “qualified regulation”, subject to the following two conditions:
- The director or officer must report under the applicable non-U.S. qualifying regulation (i.e. the relief is individual-specific). FPIs should confirm that the exemption applies to each of their directors and officers for Section 16(a) purposes.
- The reports must be made publicly available in English within two business days of posting.
The SEC indicated that it may extend relief to the directors and officers of FPIs in other jurisdictions in the future.
Scope of the Exemption
Section 16(a) of the Exchange Act was amended by the “Holding Foreign Insiders Accountable Act”, enacted on December 18, 2025, to extend the application of its reporting requirements to every person who is a director or an officer of an FPI, effective as of March 18, 2026, as discussed in our memorandum to clients dated December 19, 2025, available here. Section 16(a)(5) of the Exchange Act, as amended, gave the SEC the authority to provide exemptions from the reporting requirements of Section 16(a), but only if the SEC determines the laws of a foreign jurisdiction already apply substantially similar requirements to the exempted person, security or transaction.
An individual who is a director or an officer[2] of an FPI with SEC-registered equity securities will be exempt from the reporting requirements of Section 16(a), and therefore will not be required to file any reports on Forms 3, 4 and 5, for so long as each of the following conditions is met.
Jurisdiction of Incorporation
The FPI is incorporated or organized in any of following jurisdictions (the “qualifying jurisdictions”):
- Canada;
- Chile;
- the European Economic Area;
- Republic of Korea;
- Switzerland; and
- the United Kingdom.
Notably, the exemption applies regardless of where an FPI’s securities are listed. Accordingly, directors and officers of an FPI that is listed in a qualifying jurisdiction, but incorporated in a non-qualifying jurisdiction, do not have access to relief. For example, an FPI incorporated in Jersey that is listed in the United Kingdom and fully subject to UK MAR (as defined below) would not qualify for the exemption. Similarly, the country of the FPI’s headquarters or jurisdiction of control persons is irrelevant.
Qualifying Regulations
The FPI must be subject to any of the following regulations[3] (including any successor regulations that are materially the same as these regulations):
- Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions (supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies);
- Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Ley No. 18,045) and General Rule (Norma de Carácter General) No. 269;
- Article 19 of the European Union Market Abuse Regulation (Regulation (EU) No. 596/2014, as amended by Regulation (EU) No. 2024/2809) (including, as applicable, implementing legislation and regulations adopted by the European Union’s member states) and as incorporated into the domestic law of each European Economic Area state (“EU MAR”);
- Article 173 of the Republic of Korea Financial Investment Services and Capital Markets Act and Article 200 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act;
- Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange as approved by the Swiss Financial Market Supervisory Authority; and
- Article 19 of the United Kingdom Market Abuse Regulation (Regulation (EU) No. 596/2014), as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018 (“UK MAR”).
The exemption is available for so long as an FPI is subject to a qualifying regulation and is incorporated or organized in a qualifying jurisdiction. The two conditions apply cumulatively, but FPIs can “mix and match”. For example, directors and officers of an FPI incorporated in Switzerland that is subject to EU MAR are exempt, even if they are not subject to the Swiss insider reporting regime. On the other hand, if an FPI that is incorporated in the EEA redomiciles to a non-qualifying jurisdiction, its directors and officers would no longer be eligible for the exemption, even if the FPI remains subject to EU MAR.
Director or Officer Subject to Reporting under the Qualifying Regulation
The director or officer must be required to report their transactions in the issuer’s securities as set forth under the relevant qualifying regulation. Therefore, the exemption requires an individualized analysis. As a result, companies may face mixed outcomes. For example, certain officers of an issuer may be subject to reporting under Section 16(a) but may not be required to file reports under the FPI’s qualifying regulation (e.g., as persons discharging managerial responsibilities under EU MAR).
In those circumstances, an FPI will need to determine whether to align its home-country reporting group with individuals qualifying as directors or officers for Section 16(a) purposes (if allowed by the applicable qualifying regulation), in order to avoid that individuals who are not subject to filing requirements under such regulation be required to make Section 16(a) filings commencing on March 18, 2026.
Disclosures in English Language
In order for the exemption to be available, the reports filed pursuant to a qualifying regulation must be made available in English to the general public within no more than two business days of their public posting.
FPIs are encouraged to review whether the current manner of publication of the reports under the applicable qualifying regulation satisfy this requirement. If the reports are not published in English on the applicable regulator’s online database, then FPIs should make the reports available in English on the company website.
Potential Relief for Additional Jurisdictions
The SEC may extend the exemption to additional jurisdictions and regulations in accordance with Section 16(a)(5).
However, inclusion of additional qualifying jurisdictions and/or regulations would require separate SEC orders. Accordingly, directors and officers of FPIs incorporated outside the currently covered qualifying jurisdictions or not subject to qualifying regulations remain subject to the amended Section 16(a) framework unless further relief is granted.
Next Steps
All directors and officers who do not satisfy the conditions set forth in the SEC’s order will need to be prepared to make the initial required filings by March 18, 2026, and to comply with Section 16(a) going forward.
Issuers should coordinate with U.S. securities counsel to assess whether any or all of their directors and officers subject to Section 16(a) may benefit from the exemption.
ENDNOTES
[1] SEC Release No. 34-104931, available here.
[2] The list of officers subject to Section 16(a) reporting obligations aligns with the list of officers subject to the remuneration clawback policies that U.S.-listed companies were required to adopt following an SEC rule-making in 2022 that required that companies recover erroneously awarded incentive-based compensation from certain officers. For additional information, please refer to our memorandum to clients dated December 19, 2025, available here.
[3] The exemption is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction.
This post is based on a Sullivan & Cromwell LLP memorandum, “SEC Exempts Directors and Officers of Certain Foreign Private Issuers from Section 16(a) Reporting,” dated March 6, 2026, and available here.