New SEC insider reporting rules for foreign issuers begin March 2026

The end of the Section 16 exemption for foreign issuer directors and officers marks a major shift in SEC insider reporting. It introduces faster disclosure timelines and new transparency risks for global IR teams.

Beginning March 18, 2026, directors and officers of Canadian and other foreign private issuers (FPIs) will be required to publicly report insider holdings and transactions under Section 16(a) of the U.S. Securities Exchange Act of 1934.

This change, enacted under the Holding Foreign Insiders Accountable Act (HFIAA) and signed into law by President Trump on December 18, 2025, eliminates a nearly five-decade exemption from SEC insider reporting.

International leadership previously operated under more relaxed U.S. disclosure rules. But now they must meet the same two-business-day disclosure standards as U.S. domestic executives.

For investor relations teams, this shift is not just regulatory. It is operational, reputational, and market facing.

Why SEC Insider Reporting matters for investor relations teams

Foreign issuer insider transactions are moving to the center of U.S. market attention. While many issuers already report insider activity in their home jurisdictions, they now face an additional SEC deadline that is significantly faster than most international standards:

• Canada: Insiders report trades on SEDI within five days.

• UK and Europe: Executives typically have three business days under the Market Abuse Regulation (MAR).

• United States: Reports must now be filed on EDGAR within two business days.

This creates a dual-reporting environment where U.S. filings carry immediate market impact. In the U.S. market, insider filings are monitored in real time by automated trading systems which can react within seconds of a filing becoming public. Because machines often react before investors or analysts have reviewed the full context, the time available to manage market interpretation is now measured in minutes rather than days.

Managing the "smoke signals"

In U.S. markets, a Form 4 filing is a headline event. A routine transaction, such as a CEO selling shares to cover tax obligations, can be misinterpreted as a loss of confidence if the context is not provided instantly.

To manage this, IR teams must move from a reactive to a proactive strategy. You should anticipate insider transactions and have trade scripts or messaging aligned with your legal team and brokers before the trade even occurs. Under Section 16, reaction speed becomes a core part of your disclosure strategy.

Reputational risk and proxy advisor scrutiny

Late or missed Section 16 filings are publicly flagged on EDGAR. Proxy advisory firms such as ISS and Glass Lewis track late or missing filings and factor them into their governance assessments.

A late filing is no longer viewed as a clerical oversight. Instead, it can be interpreted as a breakdown in internal controls. For IR teams, this creates a new category of reputational risk that extends well beyond simple compliance.

The new standard: T+2 disclosure becomes mandatory

Starting March 18, 2026, every reportable change in insider ownership, including grants, option exercises, vesting events, and open market trades, must be disclosed within two business days.

This compressed timeline leaves little room for after the fact discovery or manual processes. IR teams must know about a transaction as it happens, not after it settles.

Who is required to file: defining the insider

Section 16 focuses on policy making influence rather than job titles alone. For foreign issuers, the insider group includes the following individuals.

All directors

Every member of the board, without exception.

Section 16 officers

This includes the President, Chief Financial Officer, and Principal Accounting Officer or Controller. It also extends to any vice president in charge of a principal business unit or any other individual who performs a significant policy making function.

A practical rule of thumb

If an individual is identified as an executive officer in your Form 20-F or for clawback policy purposes, they are almost certainly a Section 16 insider.

What about 10% shareholders?

Under the Holding Foreign Insiders Accountable Act, shareholders who own more than 10 percent of a company but are not directors or officers generally remain exempt from Section 16(a) reporting.

Issuers should also watch for director by deputization. If a significant shareholder places a representative on the board, that shareholder entity may be viewed as a director for Section 16 reporting purposes and required to file insider reports.

Section 16 reporting explained: the three forms

From an investor relations perspective, success depends on ensuring these filings are accurate, timely, and anticipated.

Form 3 (Initial snapshot) Discloses an insider’s total beneficial ownership upon becoming subject to Section 16. All directors and officers in place as of the effective date must file by March 18, 2026.

Form 4 (Rapid response) Reports any change in beneficial ownership and must be filed by the end of the second business day following the transaction. No materiality threshold applies. Every reportable change must be disclosed.

Form 5 (Annual cleanup) Filed within 45 days of fiscal year end for certain deferred or previously unreported transactions, such as gifts or inheritances.

The global context: why home-country insider reporting is not enough

A common assumption among Foreign Private Issuers (FPIs) is that home country insider reporting satisfies U.S. requirements. It does not.

While the HFIAA allows the SEC to exempt foreign issuers with substantially similar home-country insider reporting rules, including those in Canada, the UK, and the EU, no such exemptions have been granted as of early 2026.

Until the SEC grants an exemption, foreign issuer insiders must operate in a dual reporting environment. This means filings are required on both the home country system, like Canada's SEDI or the UK's FCA notifications, and the SEC’s EDGAR system, often on conflicting timelines.

Individual EDGAR Access Is Now Required for Foreign Issuer Directors and Officers

To comply with these new reporting requirements, every director and officer of a foreign private issuer must have their own account on the SEC’s EDGAR system. If a reporting person does not already have an individual account, the SEC advises that the individual, or an authorized representative, should submit a Form ID application for EDGAR access as soon as possible.

The application process is meticulous and requires time to complete. Applicants must first obtain individual Login.gov credentials to accurately complete the Form ID. A notarized signature and the upload of an authenticating document are also required.

SEC staff manually review each Form ID and may request additional information during the process. Credentialing can take weeks rather than days. Therefore, issuers that do not complete this onboarding in advance risk being unable to submit their initial Form 3 filings by the March 18 deadline. This could create immediate compliance and governance exposure.

Why is this happening? The level playing field rationale

The Holding Foreign Insiders Accountable Act was driven by a policy objective to close what lawmakers viewed as a transparency gap. U.S. regulators argued that foreign insiders could trade on U.S. markets with less immediate disclosure than domestic executives, potentially disadvantaging U.S. investors. By removing the exemption, the SEC is standardizing expectations regardless of whether a company is headquartered in Toronto, London, or New York.

Next steps: an IR readiness checklist

To prepare for March 18, 2026, IR teams should begin now. Priority actions include auditing board and executive credentials to confirm that every director and covered officer has an individual CIK.

• Ensure every director and officer has a Login.gov account

Companies should also implement mandatory trade pre clearance. With a T+2 deadline, IR teams cannot afford to learn about trades after execution. Finally, establish real time data pipelines with executives’ personal brokers to ensure transaction data flows immediately to legal and filing teams.

The expansion of Section 16 reporting marks a meaningful shift in how insider activity is disclosed, interpreted, and governed in U.S. markets. For global IR teams, readiness will be defined not just by compliance, but by anticipation, coordination, and speed.

TMX Newsfile supports issuers navigating EDGAR onboarding and the operational demands of high frequency insider reporting.