The amendments carry out a statute enacted on Dec. 18, 2025, which amended Section 16(a) of the Securities Exchange Act of 1934. According to the SEC, the law requires "every person who is a director or an officer of an Exchange Act reporting FPI" to file Section 16 reports "electronically and in English."
The agency said the disclosure obligation does not extend to "10 percent holders" who beneficially own more than 10 percent of any class of an FPI's equity securities. The HFIA Act directed the Commission to issue final regulations no later than 90 days after the date of enactment.
To implement the statute, the SEC revised Rule 3a12-3(b) "to remove the current exemption from Section 16 in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only," according to the release.
The Commission also amended Rule 16a-2, which identifies persons and transactions subject to Section 16, "to exclude 10 percent holders of FPIs' equity securities from the requirements of Section 16(a) and related rules." Section 16 reports were also revised.
The SEC said the rules apply to FPIs with a class of equity securities registered under Section 12 of the Exchange Act. The adopting release will be published in the Federal Register.