Overview
On The Dot (Episode 13) – A conversation with Jennifer Froberg on the new requirement for officers and directors of Foreign Private Issuers to comply with SEC Section 16 reporting beginning March 18, 2026.
At a glance
- Affected filers: Officers and directors of Foreign Private Issuers (FPIs) are required to comply with SEC Section 16 reporting (10% Owners are exempt, unlike domestic issuers)
- Initial compliance timing: Officers and directors will need to file their initial Form 3 on or before March 18, 2026, even if they have no beneficial ownership
- Ongoing filing requirements:
- Form 3: Due within ten calendar days of becoming an officer or director (for existing officers and directors, the due date is March 18, 2026)
- Form 4: Due two business days after the transaction(s) being reported
- Form 5: Due within forty-five days after the issuer’s fiscal year end
- Prepare early: Many filers will need to submit a Form ID application to obtain EDGAR access, and SEC review and approval may take several business days due to a significant increase in new filers
