As discussed in our Dec. 23, 2025, GT Alert and our March 9, 2026, GT Alert, Congress enacted the Holding Foreign Insiders Accountable Act (HFIAA), which extended Section 16(a) beneficial ownership reporting obligations under the Securities Exchange Act of 1934, as amended (Exchange Act) to directors and officers of foreign private issuers (FPIs), effective March 18, 2026.
The U.S. Securities and Exchange Commission (SEC) recognized that processing delays associated with the unusually large number of Form ID applications being submitted due to the HFIAA may contribute to FPIs failing to meet the March 18, 2026, deadline to comply with such Section 16(a) reporting requirements. Accordingly, the staff of the SEC’s Division of Corporate Finance (staff) released the below two FAQs on March 12, 2026, providing clarity and relief subject to certain conditions.
The no-action position discussed in the FAQs provides that the staff will not recommend enforcement action against a FPI’s director or officer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access, provided that (1) the person submitted a completed Form ID application and associated required documentation prior to March 18, 2026; (2) the person does not receive EDGAR access by March 18, 2026; and (3) the person files the required Section 16(a) report after receiving EDGAR access and in no event later than April 1, 2026.
Given the HFIAA’s impact on overall timing for processing Form ID applications, the staff also provided that its no-action position (and extension to April 1, 2026) applies to directors, officers, and beneficial owners of domestic issuers subject to Section 16(a), if they submitted a completed Form ID application and associated required documents before the filing deadline for the required Section 16(a) report (if such deadline is between Dec. 18, 2025, and March 18, 2026) and did not receive EDGAR access by the required filing deadline. The domestic issuer must identify the affected Section 16(a) report as a late report in its Regulation S-K Item 405 disclosure of delinquent Section 16(a) filings and may disclose its reliance on this no-action position in such disclosure.
The new staff FAQs are set out below:
“Question: A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026[,] and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?
Answer: In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as long as:
- the person submitted a completed Form ID application and the related required documents before March 18, 2026;
- the person did not receive EDGAR access by March 18, 2026; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
Question: Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?
Answer: Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:
- the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
- the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.”
