On December 18, 2025, President Trump signed the National Defense Authorization Act (“NDAA”) into law. Among its many provisions, Section 8103—titled the “Holding Foreign Insiders Accountable Act”—introduces a significant development for foreign private issuers (“FPIs”). Section 8103 amends Section 16(a) of the Securities Exchange Act of 1934 to extend its reporting requirements to every director and officer of an FPI for the first time. Notably, however, the NDAA does not expand Section 16(a) to beneficial owners of more than 10% of an FPI’s registered equity securities, nor does it impose Section 16(b) “short-swing” profit-disgorgement liability on FPIs. The amendments will take effect on March 18, 2026.
Section 16(a) is designed to promote transparency and deter insider trading by requiring timely public disclosure of insider ownership and trading activity. Under current law, Section 16(a) applies only to domestic issuers and requires directors, executive officers, and 10% beneficial owners to report their holdings and transactions in the company’s equity securities. With the NDAA, FPI directors and officers will now fall within the Section 16(a) reporting regime. Existing FPI insiders will be required to file an initial Form 3 on March 18, 2026. Going forward, new directors and officers of FPIs will need to file a Form 3 within 10 calendar days of assuming their role, and FPIs undertaking an initial public offering will be required to ensure that their directors and officers file initial ownership reports. After filing a Form 3, FPI insiders will also be subject to the same ongoing reporting obligations as insiders of domestic issuers. This includes filing Form 4 within two business days of most reportable equity transactions, as well as filing Form 5, if applicable, within 45 days after the end of the issuer’s fiscal year. FPI directors and officers should also be aware that obtaining EDGAR Next access can take time, and FPIs may wish to begin coordinating these administrative steps well in advance of the March 18, 2026 effective date.
Section 8103 amends Section 16(a) to authorize the Securities and Exchange Commission to “conditionally or unconditionally exempt any person, security, or transaction” from these requirements if it determines that the laws of a foreign jurisdiction impose “substantially similar” obligations. At this stage, it remains unclear how the SEC may exercise this discretionary authority, what standards it may apply, or whether it will provide class-wide or jurisdiction-specific exemptions.
As we noted in our June blog post, the broader regulatory and political environment continues to trend toward aligning the disclosure obligations of foreign private issuers with those of domestic filers. Foreign private issuer insiders should begin to prepare to comply with Section 16(a) and continue to monitor any potential future changes.
The post FPI Directors and Officers To Be Subject to Section 16(a) appeared first on Public Company Advisory Blog.