As the regulatory landscape continues to evolve, one of the most consequential developments in U.S. securities reporting is now imminent: for the first time, foreign private issuers (FPIs) will be subject to Section 16(a) beneficial ownership reporting requirements. This change carries meaningful implications for FPIs, their boards, and their compliance teams, and it demands proactive planning.
In December 2025, legislation was signed directing the U.S. Securities and Exchange Commission (SEC) to extend Section 16(a) reporting obligations to FPIs. The law requires the SEC to finalize implementing rules within 90 days of enactment, which means FPIs could be required to comply as early as March 18, 2026. With time running short, issuers need to be moving now.
What the New Law Means for FPIs
1. FPIs Are Expected to Comply by March 18, 2026
Because the law mandates implementation within 90 days of enactment, and it was signed on December 18, 2025, FPIs should be prepared to comply no later than March 18, 2026. That’s less than three months away.
2. Directors and Officers Will Need to File — Not 10% Holders (Yet)
Under the statute, Section 16(a) reporting will apply to directors and officers of FPIs. This differs from domestic issuers, where 10% beneficial owners must also file. The SEC could, through future rulemaking, expand coverage to include additional categories of beneficial owners, but for now the law does not.
Importantly, institutional investors whose representatives serve as directors (so-called “directors by deputization”) will be subject to these reporting requirements as if they were individual directors.
3. Short-Swing Profit Liability (Section 16(b)) Is Not Included — For Now
The new law does not extend Section 16(b) short-swing profit liability to FPI insiders in the initial implementation. That said, the SEC could choose to include short-swing provisions in its rulemaking process. Issuers should monitor this closely.
4. Potential Exemptive Relief for Dual-Listed FPIs
The legislation authorizes the SEC to exempt FPIs that are listed in foreign jurisdictions with “substantially similar” insider reporting regimes. While it remains to be seen whether the SEC will use this authority, there are existing regimes in places like Europe, the United Kingdom, and Canada that may qualify. Issuers should not assume exemptive relief will be granted, and planning should proceed as though it will not.
5. There’s No Time to Waste
Establishing a compliant Section 16(a) reporting program requires thoughtful coordination and execution.
To summarize, FPIs need to:
Identify who qualifies as a Section 16 officer
Educate directors and officers on filing responsibilities
Set up internal reporting workflows
Obtain appropriate EDGAR access credentials
Test technology and reporting processes ahead of deadline pressures
A Practical Roadmap for FPIs: Prepare Now to Be Future-Ready
The pace of change in capital markets and regulatory expectations continues to accelerate. Just as companies are investing in data analytics, risk management, and AI to drive performance and compliance, FPIs must now also align their reporting infrastructure with these new compliance measures.
At DFIN, we believe that preparation and clarity are the foundations of compliance success. With less than three months to go, my advice to FPIs is simple: start now, and build a future-ready reporting framework that integrates people, processes, and technology.
DFIN’s experience with SEC reporting and years of client collaboration have provided us the opportunity to build tools and expertise that help companies navigate complex regulatory change. For instance, the ActiveDisclosure℠ reporting platform is built to simplify and streamline Section 16 filings by:
Providing guided workflows for Forms 3, 4, and 5
Integrating existing ownership and transaction data
Enabling accurate, streamlined EDGAR submissions
Supporting robust data validation and XML tagging
We also provide 24/7 expert support, including assistance with EDGAR Next CIK applications, insider onboarding, and troubleshooting - ensuring that filings are accurate and timely when deadlines matter most.
Final Thought
Compliance deadlines shouldn’t catch you by surprise — especially not one as consequential as this. Extending Section 16(a) to FPIs is a regulatory shift that will require meaningful change across governance, legal, and reporting functions. Our clients tell us that early preparation is always the differentiator between smooth execution and last-minute scramble — and I couldn’t agree more.
Now is the time to align your teams, your technology, and your workflows so that when March 18, 2026 arrives, you’re ready.
