On December 18, 2025, the Holding Foreign Insiders Accountable Act (“HFIAA”) was enacted as part of the FY 2026 National Defense Authorization Act. This new law amends Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 15 U.S.C. § 78p(a), by extending insider reporting requirements to directors and officers of foreign private issuers (as such term is defined under the Exchange Act[1]) (“FPIs”), ending the exemption for directors and officers of FPIs from Section 16(a) reporting requirements. As a result, these individuals will now be required to disclose publicly their ownership of, and transactions in, securities of FPIs on Forms 3, 4 and 5, thus mirroring the obligations that insiders of domestic companies have under the Exchange Act.
