Securities and Exchange Commission
Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission [Release No. 34-104931] March 5, 2026. The Holding Foreign Insiders Accountable Act (“HFIA Act”), [ 1 ] enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”)  [ 2 ] to require every person who is a director or an officer of a foreign private issuer, as that term is defined in Exchange Act Rule 3b-4, [ 3 ] with a class of equity securities registered pursuant to Section 12 of the Exchange Act (“FPI”) to file Section 16 reports. On February 27, 2026, the Securities and Exchange Commission (“Commission”) adopted amendments to Exchange Act Rules 3a12-3(b) and 16a-2, and Forms 3, 4, and 5 to reflect the requirements of the HFIA Act. [ 4 ] Section 16(a)(5) of the Exchange Act, [ 5 ] as added by the HFIA Act, states that the Commission may, by rule, regulation, or order, conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from the requirements of Section 16(a) if the Commission determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction. Pursuant to the authority granted under Section 16(a)(5) of the Exchange Act, and subject to the conditions listed below, the Commission is exempting from the reporting requirements of Section 16(a), and rules related to that provision, the direct…
Citation: 91 FR 11587
