Attention FPIs: Officer and Director Beneficial Ownership Reporting Starts March 18

Key Takeaways:

• The Securities and Exchange Commission (“SEC”) amended its rules and forms and confirmed the March 18, 2026 Section 16 compliance deadline for officers and directors of foreign private issuers (“FPIs”).
• Directors and officers of FPIs should apply for EDGAR codes as soon as possible in light of the impending deadline and prepare to file Section 16 reports.
• SEC confirms:
  • directors and officers of FPIs are not subject to the short-swing and short sale provisions of Section 16(b) or (c) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
  • 10 percent holders of FPIs are not subject to any portion of Section 16.

Who is subject to FPI Section 16 reporting?

Directors and officers of FPIs are subject to Section 16(a) of the Exchange Act and must file initial Form 3s reporting beneficial ownership on March 18, 2026. Form 4 (change in beneficial ownership reports) and Form 5 transaction reporting requirements kick in on the same date. 

How to determine who is a Section 16 director or officer.

A “director” is defined in Section 3(a)(7) of the Exchange Act to be any director or person performing similar functions.  Unlike for Form 20-F purposes, membership on a supervisory board is not dispositive of a person’s status as a director. An “officer” is defined in Rule 16-a(1)(f) promulgated under the Exchange Act to be any president, principal financial officer, principal accounting officer (or controller), or vice president in charge of a principal business unit, division or function, or any other officer or person who performs a policy-making function, and membership on a management board is not dispositive of a person’s status as an officer.

Next Steps

Apply for EDGAR Codes. FPIs who have not already done so should determine their officers and directors as soon as practicable for purposes of Section 16(a) reporting. Persons who will become subject to Section 16(a) must apply for EDGAR codes through the SEC’s new “EDGAR Next” system by completing a Form ID.

There are likely to be delays given the large volume of applications anticipated in advance of the March 18, 2026 compliance deadline, and the SEC Staff generally processes Form ID applications in the order received. This process is not likely to be completed in just a few days.

Draft Initial Section 16 Filings. Form 3 filings for all directors and officers of FPIs must be made on March 18, 2026.

Plan ahead.  We recommend that FPIs prepare a calendar of anticipated near-term transactions that trigger Form 4 filings, including any potential sales under a securities trading plan.

If you have any questions concerning the material discussed in this client alert, please contact the members of our Securities and Capital Markets practice.