TheCorporateCounsel.net

Here’s something Danielle shared yesterday on Section16.net:

As John Jenkins highlighted on Friday on thecorporatecounsel.net, the Staff recently issued new Corporation Finance Interpretations (CFIs) on several topics, including Question 135.05, which addresses how to determine the filing deadline for a Form 4 filed to report a transaction executed in a time zone later than the U.S. Eastern time zone:

Question 135.05

Question: A Section 16 reporting person sells shares of a class of equity securities on a foreign exchange on August 25, 2026 at 9 a.m. local time (when it is August 24, 2026 in U.S. Eastern time). What is the Form 4 filing deadline?

Answer: Rule 16a-3(g)(1) requires a Form 4 to be filed before the end of the second business day following the day on which the subject transaction has been executed. The deadline is calculated beginning with the date in the time zone where the transaction was executed. In this scenario, the second business day would be August 27, 2026 so the reporting person must make the filing before the August 27, 2026 EDGAR filing deadline based on U.S. Eastern Time. Thus, the Form 4 must be filed by 10:00 p.m. U.S. Eastern time on August 27, 2026. [October 15, 2026]

This interpretation is consistent with issues the ABA’s Joint Committee on Employee Benefits discussed with the Staff at their in-person meeting back in May 2026 and offers additional preparation time when reporting a transaction that occurs in a time zone that is later than the U.S. Eastern time zone (e.g., 73 hours for a transaction executed at 9 a.m. on the New Zealand Stock Exchange in the example set forth in the new CFI) as compared to the preparation time for reporting a transaction that occurs in the U.S. Eastern time zone (e.g., 59 hours for a transaction executed on the New York Stock Exchange at 9 a.m. U.S. Eastern time).

While the new CFI does not address the similar issue that arises when a transaction occurs on an earlier date as a result of being executed at a location in an earlier time zone, calculating the filing deadline for the Form 4 beginning with the date in the U.S. Eastern time zone at the time the transaction was executed, if that date is later than the date in the local time zone, would provide the equivalent additional preparation time.

– Meredith Ervine