SEC Grants Section 16(a) Reporting Exemption for Certain Foreign Private Issuers
On March 5, 2026, the U.S. Securities and Exchange Commission (SEC) issued an order granting directors and officers of certain foreign private issuers (FPIs) an exemption from the Section 16(a) reporting requirements under the Securities Exchange Act of 1934, provided that specified conditions are satisfied.
The exemption was issued pursuant to SEC Release No. 34-104931: Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act.
Section 16(a) generally requires directors, officers, and beneficial owners of more than 10% of a public company’s equity securities to file reports with the SEC disclosing their ownership and transactions in the issuer’s securities. The SEC’s order recognizes that certain foreign jurisdictions maintain comparable insider reporting regimes and permits reliance on those systems in lieu of U.S. filings.
The full SEC order is available here:
https://www.sec.gov/files/rules/exorders/2026/34-104931.pdf
Qualifying Jurisdictions
The exemption applies to foreign private issuers incorporated or organized in the following jurisdictions:
- Canada
- Chile
- European Economic Area (European Union + EFTA)
- South Korea
- Switzerland
- United Kingdom
Conditions for the Exemption
Directors and officers seeking to rely on the exemption must satisfy the following conditions:
- Transaction Reporting Under Local Regulation
Directors and officers must report their transactions in the issuer’s securities pursuant to the applicable qualifying regulation of the relevant jurisdiction. - Public Availability in English
Any report filed pursuant to the qualifying regulation must be made publicly available in English within two business days of its public posting.
Qualifying Regulations
The SEC identified the following insider reporting regimes as “qualifying regulations”:
Canada
National Instrument 55-104 – Insider Reporting Requirements and Exemptions, supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and related companion policies.
Chile
Articles 12, 17, and 20 of the Chilean Securities Market Law (Ley de Mercado de Valores, Law No. 18,045) and General Rule No. 269, which require directors and executive officers to report initial holdings and changes in beneficial ownership.
European Economic Area
Article 19 of the European Union Market Abuse Regulation (EU MAR) (Regulation (EU) No. 596/2014), as amended by Regulation (EU) No. 2024/2809, including implementing legislation adopted by EU member states.
South Korea
Article 173 of the Financial Investment Services and Capital Markets Act and Article 200 of its Enforcement Decree, which require reporting of insider transactions.
Switzerland
Article 56 of the SIX Swiss Exchange Listing Rules and implementing directives approved by the Swiss Financial Market Supervisory Authority.
United Kingdom
Article 19 of the United Kingdom Market Abuse Regulation (UK MAR), as incorporated into UK law pursuant to the European Union (Withdrawal) Act 2018.
These regimes generally require directors, officers, or persons discharging managerial responsibilities to report initial holdings and changes in beneficial ownership, including the security involved, nature of the transaction, and price and volume, with such reports made publicly available.
If you have any questions about this development or its implications for foreign private issuers and their officers and directors, please contact Lucosky Brookman LLP’s Capital Markets team.