FPI insiders will be subject to US ownership and transaction reporting

December 23, 2025

Directors and officers of US-listed foreign private issuers (FPIs) will soon become subject to US ownership and transaction reporting requirements.  From March 18, 2026, these individuals must comply with the same ownership and transaction reporting obligations as insiders of other US-listed companies.  The imposition of these reporting obligations is the result of the enactment of the Holding Foreign Insiders Accountable Act (HFIAA), which partially invalidates a decades-old exemption for FPI insiders.

The HFIAA will require these FPI insiders to electronically file with the Securities and Exchange Commission (SEC) a Form 3 to provide an initial report of beneficial ownership of the relevant company's equity securities.  Subsequently, they will be required to electronically file with the SEC reports on Form 4 to disclose beneficial ownership changes within two business days of a change.  In addition, they may be required to report certain beneficial ownership information annually on Form 5 within 45 days after fiscal year end.  These reports will be publicly available via the SEC's EDGAR system.

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