Directors and Executive Officers of Foreign Private Issuers Now Subject to Section 16 Reporting Requirements

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, effective March 18, 2026. Existing FPI directors and officers will be required to file an initial Form 3 on that date. 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 directors and officers 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 access to EDGAR for the purpose of filing reports can take time, and FPIs may wish to begin coordinating these administrative steps well in advance of the March 18, 2026 effective date. Notably, 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 FPI insiders.

On January 13, 2025, SEC Chairman Paul Atkins issued a Statement on Reforming Regulation S-K, which directs the staff of the Division of Corporation Finance “to engage in a comprehensive review of Regulation S-K.” Chairman Atkins articulates a “goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.” From now through April 13, 2026, members of the public may submit comments on how the SEC might amend Regulation S-K, including through the SEC’s Internet submission form.

On December 12, 2025, The Nasdaq Stock Market (Nasdaq) filed a rule proposal with the SEC to amend its rules to provide for the trading of equity securities and exchange traded products (ETPs) 23 hours per day, five days per week. As background for the proposal, Nasdaq states, “The history of the U.S. equities markets is one marked by successive waves of change and technological innovation. . . . The latest change to impact the markets is rising investor interest in trading U.S. equities during overnight hours, especially among investors located outside of the United States. To align Nasdaq with emerging investor interest in trading outside of traditional U.S. market hours, Nasdaq now proposes to extend its hours for trading equity securities and ETPs on the Exchange from 16 hours per day, 5 days per week, to 23 hours per day, 5 days per week.” Operationally, there would be a day session running from 4:00 am eastern time until 8:00 pm eastern time and a night session running from 9:00 pm eastern time until 4:00 am eastern time the next calendar day. Between 8:00 pm and 9:00 pm eastern time on each weekday, Nasdaq will pause trading on its market to conduct maintenance, testing, and to process those corporate actions, such as mergers, stock splits, and dividends, which will become effective the following trading day. The proposal is subject to SEC approval.

On January 3, 2026, the term of SEC Commissioner Caroline Crenshaw, the sole Democrat-appointed member of the Commission, expired. That leaves the Commission with two vacant seats; however, three Commissioners are sufficient for a quorum to conduct business. The remaining Commissioners issued a statement praising Ms. Crenshaw and thanking her for her service: “Commissioner Caroline Crenshaw has devoted more than a decade of distinguished service to the Securities and Exchange Commission. Over those years, she has been a steadfast advocate for the agency’s mission — demonstrating clarity of purpose and generosity of spirit. Commissioner Crenshaw has listened carefully, engaged substantively, and approached every day with the purpose of safeguarding investors and strengthening our markets.”

As first reported by the Wall Street Journal on January 7, 2026, JPMorgan Chase has indicated that its asset management unit will no longer rely on outside proxy advisory firms when evaluating proxy statements and determining how to vote on proposals at portfolio company annual meetings. Instead of relying on the proxy advisory firms, JPMorgan Chase will use an internally developed artificial intelligence platform, called Proxy IQ, to assist with making voting decisions. The Wall Street Journal reports that JPMorgan Chase’s asset management unit oversees more than $7 trillion in client assets.

BlackRock, the global asset manager with more than $14 trillion of assets under management, has released its 2026 U.S. proxy voting guidelines for benchmark policies. The guidelines are largely consistent with the firm’s 2025 policies. There has been a movement away from references to diversity; instead, the firm notes that “we have observed companies increasingly nominating directors who bring a variety of experiences, perspectives, and skillsets, noting that this helps their boards more effectively navigate material risks and identify strategic-growth drivers by better understanding the company's customers, employees, and communities.” The guidelines have expanded discussions of expectations for risk oversight by boards, particularly in terms of material sustainability-related risks and opportunities, including climate- and nature-related risks and the company’s impact on communities.

Vanguard, the investment management company with more than $10 trillion of assets under management, has released its 2026 U.S. proxy voting policies for its now separate capital management and portfolio management investment advisors: capital management voting policies and portfolio management voting policies. The two policies do not have substantive differences between them. With respect to changes from Vanguard’s 2025 single policy, the 2026 versions are overall more principles-based without some of the prescriptive language of the 2025 version. For example, on the subject of separate CEO and board Chair roles, the 2026 policies state that, while the decision should be within the purview of a company’s board, the funds may vote in favor of shareholder proposals to separate the CEO and chair roles if there are significant concerns regarding the independence or effectiveness of the board at the company in question. That is consistent with the 2025 policy; however, the 2025 policy sets forth a detailed list of potential scenarios where effectiveness could be called into question, including: lack of a robust lead independent director role, lack of board accessibility, low overall board independence, governance structural flaws, consideration of shareholder concerns and oversight failings. The 2026 policies also no longer discuss director diversity in terms of personal characteristics such as race and gender and instead reference diversity of “thought, background, and experiences.”

On November 17, 2025, the staff of the SEC’s Division of Corporation Finance issued a statement indicating that it would not be responding to no-action requests on companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8, other than no-action requests to exclude a proposal under Rule 14a-8(i)(1). In light of this new policy, Institutional Shareholder Services (ISS) issued a new FAQ to address how it will consider situations where a company has excluded a shareholder proposal. Reiterating its support for the Rule 14a-8 process, the firm specifically focuses in the FAQ on exclusion due to the ordinary business, substantial implementation and conflict with a management proposal grounds. ISS takes the position that “failure to present a clear and compelling argument for the exclusion of a proposal could be viewed as a governance failure, leading to ISS highlighting the exclusion for our clients’ information through direct reference in the report, contentious flag at the proposal level, or, in rare cases based on case-specific facts and circumstances, a recommendation to vote against one or more agenda items (which may be individual directors, certain committee members or the entire board).”

On January 8, 2026, the staff of the SEC’s Office of the Advocate for Small Business Capital Formation issued a 2025 Staff Report. The report provides data on small business capital formation — segmented by small and emerging businesses, mature and later-stage businesses and initial public offerings and small public companies. Notable areas of discussion and data include:

• Capital raising challenges for early-stage entrepreneurs
• What has been happening with Regulation D and Regulation A offerings
• Different capital raising experiences across different demographics
• Developments in venture capital investing
• The state of the IPO market
• A look at the experience of small public companies