SEC expands structured insider reporting to foreign private issuers
The US Securities and Exchange Commission (SEC) has adopted amendments implementing the Holding Foreign Insiders Accountable Act, extending insider ownership reporting requirements to directors and officers of foreign private issuers listed in US markets. From 18 March 2026, these insiders will be required to disclose beneficial ownership and transactions in company equity using the same Section 16 reporting framework already applied to domestic issuers.
Under the changes, directors and officers of foreign private issuers must file Forms 3, 4 and 5 electronically through EDGAR, reporting their holdings and changes in ownership. As with existing filings, the disclosures will be submitted in structured XML format, allowing the data to be analysed and reused more easily by regulators, investors and market data providers. The amendments also introduce technical updates to the forms, including fields for foreign trading symbols and clearer address data for international filers.
The SEC estimates that thousands of additional directors and officers could become new filers, significantly increasing the volume of structured ownership data available to markets and reinforcing the role of digital reporting in improving transparency and investor insight.
Read the announcement in the Federal Register.
