SEC Finalizes Rules Putting FPI Directors and Officers Under Section 16

Overview

• Rules take effect March 18, 2026, when covered insiders must file initial Form 3s and then Form 4s within two business days for ownership changes.
• The SEC removed the blanket foreign private issuer exemption in Rule 3a12-3(b) and retained narrower exclusions for Sections 16(b) and 16(c).
• Ten percent beneficial owners of FPI equity remain outside the new Section 16(a) reporting framework.
• Section 16 reports for FPIs must be submitted electronically and in English under the amended rules and forms.
• Funds and other institutions whose professionals serve as FPI directors, including by deputization, face reporting obligations and should secure filing credentials and update controls now.