Federal Register #2026-10283

SEC Exemption for Certain Foreign Private Issuer Directors and Officers from Section 16(a) Filings

This notice from the Securities and Exchange Commission (SEC) announces an exemption order related to foreign private issuers (FPIs): - The SEC is granting an exemption from Section 16(a) reporting requirements of the Exchange Act for directors and officers of certain FPIs. - Applies to FPIs incorporated or organized in Australia, India, or Singapore. - FPIs must be subject to specific local regulations requiring timely public disclosure of securities holdings and changes: - Australia: Section 205G of the Corporations Act 2001 and ASX Listing Rule 3.19 - India: Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 - Singapore: Part 7 of the Securities and Futures Act 2001 - Exemption is contingent on: - Reports being available in English - Officers or directors not covered by the qualifying regulations must still file Section 16(a) reports - No products or services are being procured or awarded in this notice - No OEMs or vendors are involved - No contract value, period of performance, or delivery locations are specified

Description

This order exempts directors and officers of certain foreign private issuers (FPIs) from the reporting requirements of Section 16(a) of the Exchange Act, provided they meet specific conditions. The exemption applies to FPIs incorporated or organized in qualifying jurisdictions such as Australia, India, or Singapore, and subject to qualifying regulations in those jurisdictions. The qualifying regulations require timely public disclosure of initial holdings and changes in beneficial ownership. The exemption is subject to conditions ensuring that reports are made available in English and that officers or directors not covered by the qualifying regulations still file Section 16(a) reports.

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