SEC provides relief from newly imposed Section 16(a) insider reporting for FPIs

On March 5, 2026, the United States Securities and Exchange Commission (SEC) issued an order (Order) granting an exemption from insider reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) for directors and officers of certain foreign private issuers (FPIs). The exemption follows recent amendments enacted on December 18, 2025 under the Holding Foreign Insiders Accountable Act, which extended Section 16(a) reporting obligations to directors and officers of FPIs with securities registered under the Exchange Act. The order provides timely relief, as the extended Section 16(a) requirements were set to take effect on March 18, 2026.

The Order aims to avoid duplicative reporting obligations for FPIs in both the US and their home jurisdictions, providing conditional relief where insiders are already subject to substantially similar reporting requirements under the laws of certain foreign jurisdictions.

For more information, please see DLA Piper’s Market Edge blog post on this topic.

Scope of the exemption

The Order exempts from the reporting requirements of Section 16(a), and rules related to that provision, the directors and officers of any FPI that is (a) incorporated or organized in a “qualifying jurisdiction” and (b) subject to a “qualifying regulation.” Exemptive relief is available to directors and officers of an FPI that is either (i) incorporated or organized in a qualifying jurisdiction and subject to a qualifying regulation of the same jurisdiction or (ii) incorporated or organized in a qualifying jurisdiction but subject to a qualifying regulation of a different jurisdiction listed below.

Designated qualifying jurisdictions currently include:

• Canada
• Chile
• Member states of the European Economic Area (including all 27 European Union member states plus Iceland, Liechtenstein, and Norway)
• The Republic of Korea
• Switzerland
• United Kingdom

Impact on Canadian issuers

For Canadian issuers, National Instrument 55-104 – Insider Reporting Requirements and Exemptions (NI 55-104), supported by National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) and companion policies, is a designated qualifying regulation.

To use this exemption, directors and officers must:

• Continue to report transactions under NI 55-104, and
• Make such reports available in English within two business days of public posting.

Notably, the SEC has confirmed that if an English version of the report cannot be filed through an appropriate regulator's online database (such as SEDI), then it can be made publicly available on the company's website.

Practical implications for Canadian issuers

• No duplicative SEC filings required: Insiders who report under NI 55-104 through SEDI will generally not need to file Section 16(a) reports with the SEC, provided that they meet the exemption conditions.
• Cross-border flexibility: The exemption also applies where a Canadian issuer is subject to a qualifying regulation of a different qualifying jurisdiction. For example, directors and officers of a Canadian-incorporated issuer with securities registered in Germany and subject to Article 19 of the EU Market Abuse Regulation would also qualify for the exemption.
• Review reporting practices: Directors and officers of Canadian FPIs are encouraged to review their reporting practices to confirm that they satisfy the conditions for relying on this exemption.

The SEC may extend relief to additional jurisdictions in the future. DLA Piper’s Equity Capital Markets team will provide updates as developments occur.

For more information, please contact the authors.