Overview
- The March 5 order exempts directors and officers of FPIs incorporated in Canada, Chile, the European Economic Area, the Republic of Korea, Switzerland, or the United Kingdom when they are subject to specified home‑country insider‑reporting regimes.
- To rely on the relief, insiders must make required home‑country filings and ensure the reports are publicly available in English within two business days, with company‑website posting allowed if the regulator’s database lacks an English option.
- Eligibility turns on the issuer’s place of incorporation and the applicable rule set, allowing a qualifying incorporation to pair with a different qualifying jurisdiction’s regulation while a non‑qualifying incorporation blocks the exemption.
- FPIs and insiders that do not qualify must prepare to file Forms 3, 4, and 5 electronically on EDGAR Next starting March 18, 2026, including obtaining Form ID credentials and putting filing processes in place.
- The relief addresses only Section 16(a) reporting; 10% shareholders who are not officers or directors remain outside Section 16, and Sections 16(b) and 16(c) do not apply to FPI insiders.