SEC Provides Relief for Section16(a) Reporting Deadlines Due to EDGAR Access Delays and Middle East Conflict

The reporting obligations for directors and officers of certain foreign private issuers (FPIs) are set to take effect starting on March 18, 2026. Recent developments from the Division of Corporation Finance, however, indicate a slightly later compliance deadline for certain issuers in specified situations.

In the days since the final rules were adopted, the Division of Corporation Finance has published a set of Frequently Asked Questions for the Holding Foreign Insiders Accountable Act (HFIA Act), consisting (so far) of seven questions relating to the implementation of, and compliance with, the new rules. The latest two questions in the FAQ (questions six and seven) relate to the potential for directors and officers of FPIs to not receive EDGAR access by March 18 due to the unusually large number of Form ID applications submitted as a result of the HFIA Act.

• Question 6 indicates that the SEC Staff will not recommend an enforcement action against a director or officer of an FPI for the untimely filing of a Section 16(a) report caused by lack of EDGAR access so long as:
  • the person submitted a completed Form ID application and the related required documents before March 18, 2026;
  • the person did not receive EDGAR access by March 18, 2026; and
  • the person files the required Section 16(a) report after receiving EDGAR access, and no later than April 1, 2026.

• Question 7 indicates that the SEC Staff will also not recommend an enforcement action against a director, officer, or beneficial owner of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to a lack of EDGAR access before the filing deadline of the Section 16(a) report, so long as:
  • the person submitted a completed Form ID application and the related required documents before March 18, 2026;
  • the person did not receive EDGAR access by March 18, 2026; and
  • the person files the required Section 16(a) report after receiving EDGAR access, but no later than April 1, 2026.

Further action from the Division of Corporation Finance came on March 13, when it granted no-action relief to an Israeli company, permitting the company to comply with the new Section 16 reporting obligations by April 20, rather than March 18, due to the impact of the ongoing military operations in the Middle East.

In its response, the Division stated that this no-action position “is available for directors and officers of any other foreign private issuer with a class of equity securities registered under Exchange Act Section 12 that is organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict described in your letter, provided they can represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.”