Compliance Extension Expanded to Cover Domestic Issuers’ Section 16 Reporting Persons who Suffer EDGAR Filing Code Processing Delays
The Holding Foreign Insiders Accountable Act (the “HFIA”), which was enacted on December 18, 2025, amended Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to require every director or officer of an Exchange Act reporting foreign private issuer (“FPI”) to file Section 16 reports electronically and in English. The deadline for initial compliance with the HFIA is March 18, 2026. However, the Securities and Exchange Commission (“SEC”) took several steps recently that modified the HFIA compliance deadline and, in one situation, extended such Section 16 compliance requirements for reporting persons of domestic issuers and non-FPIs as described below.
Exemptive Order for FPIs from Specified Jurisdictions
Following release of the final rules regarding HFIA compliance on February 27, 2026, the SEC on March 5, 2026, issued an exemptive order relieving directors and officers of FPIs from the Exchange Act Section 16 reporting requirements, provided certain conditions are met. Specifically, the exemption applies where (i) the issuer is organized in a qualifying jurisdiction; (ii) reports of transactions otherwise reportable under Section 16 are reported timely and in compliance with certain regulations in those jurisdictions: and (iii) the reports are publicly available electronically in English. The full text of the order is available here.
The qualifying jurisdictions under the order are: Canada; Chile; the European Economic Area (comprising the 27 member countries of the EU, Iceland, Liechtenstein, and Norway); the Republic of Korea; Switzerland; and the United Kingdom.
New SEC Staff FAQs — Relief for Late Filings Due to EDGAR Delays
On March 12, 2026, the SEC Staff issued two new FAQs addressing HFIA compliance issues due to delays in receiving SEC EDGAR filing codes. FAQ #6 and #7 applies to directors and officers of FPIs and all Section 16 reporting persons of domestic and non-FPI reporting companies, respectively. The FAQs confirm that the SEC Staff would not recommend enforcement action against Section 16 reporting persons who are late filing reports due to delays in obtaining EDGAR codes during the period between the HFIA being signed into law and the resulting March 18, 2026 filing deadline (December 18, 2025 through March 18, 2026) so long as the delinquent filers (i) submitted to the SEC a completed Form ID application for EDGAR codes and the related required documents before March 18, 2026: (2) did not receive EDGAR access by March 18, 2026; and (iii) file the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026. Issuers would still need to report any delinquent filing pursuant to Regulation S-K but may provide an explanation for the delay. The FAQs are viewable here.
No-Action Relief for FPI Insiders Affected by the Iran Conflict
On March 16, 2026, the SEC granted no-action relief to directors and officers of FPIs located in Israel and the greater geographical region directly affected by the ongoing Iran conflict. Under this relief, directors and officers of Tower Semiconductor, Inc. and other FPIs organized and headquartered in Israel or other jurisdictions in the affected region may file their required Section 16(a) reports by April 20, 2026, provided they can represent that the “direct effects of the conflict” materially affected their ability to meet the original March 18, 2026 deadline. The Tower Semiconductor no-action letter and the SEC’s response are viewable here and here, respectively.
PartnerKen has extensive experience in mergers and acquisitions, public offerings, and private placements. Representing both public and private companies as buyers and sellers in M&A transactions, he also counsels startups, hedge ...