Overview
- President Trump signed the NDAA on December 18, 2025, enacting the Holding Foreign Insiders Accountable Act to extend Section 16(a) reporting to directors and officers of foreign private issuers.
- Existing insiders must file initial Form 3 reports on March 18, 2026, with most subsequent transactions reported on Form 4 within two business days and certain items on Form 5 within 45 days after fiscal year end.
- The change does not cover more‑than‑10% beneficial owners of FPIs and maintains exemptions from Section 16(b) short‑swing profit disgorgement and Section 16(c) short‑sale restrictions.
- The SEC is required to adopt implementing rules within 90 days and has authority to exempt persons, securities, or transactions where foreign regimes impose substantially similar requirements, with standards still undefined.
- Section 16 filings must be submitted individually in English through EDGAR Next, so FPIs are advised to identify covered officers, obtain personal filing credentials, and update policies and training to meet the timetable.