Over on the Section16.net Blog, Alan Dye addressed some recent guidance offering some relief from the today’s deadline for compliance by FPI insiders with the new Section 16(a) reporting obligations imposed by the Holding Foreign Insiders Accountable Act. Here’s what he had to say about a recent no-action letter extending the reporting deadline for certain FPI insiders impacted by the war with Iran:

The staff of the Division of Corporation Finance has issued a no-action letter which effectively delays the date by which officers and directors of a foreign private issuer must file Section 16(a) reports under the Holding Foreign Insiders Accountable Act (HFIAA) if the FPI is headquartered or organized in a jurisdiction in the geographical region directly affected by the military conflict in Iran and can represent that its ability to comply with the HFIAA’s March 18 deadline has been materially affected by the direct effects of the conflict. FPIs may rely on the no-action letter, which was issued to Israel-based Tower Semiconductor Ltd. (TSEM), until April 20, 2026, by which time insiders must file their Forms 3.

An FPI assessing whether the military conflict has directly affected its ability to comply with Section 16(a) might compare its circumstances to those TSEM described in its no-action request:

…temporary wartime restrictions on non-essential workplace activities remain ongoing and TSEM employees continue to be subject to shelter-in-place orders from time to time. In addition, several parts of Israel are experiencing intermittent loss of power, internet and telecommunications services, as Israel continues to endure severe disruptions to communications and infrastructure…. [T]hese war conditions have meaningfully impaired TSEM’s ability to collect, verify and assist its directors and officers in reporting the security ownership information required under Section 16(a). In addition, these restrictions impact access to company records and legal and compliance services, including notary services, that are necessary to complete the reports.

Alan also addressed some new FAQs providing guidance on transition issues under the Holding Foreign Insiders Accountable:

The staff of the SEC’s Division of Corporation Finance has issued two more FAQs addressing transition issues related to the Holding Foreign Insiders Accountable Act (HFIAA). The FAQs provide conditional “no-action” relief to insiders of both foreign private issuers (FPIs) and domestic issuers for late Section 16 filings resulting from failure to obtain EDGAR codes during the period between the HFIAA’s enactment (December 18, 2025) and its effective date (March 18, 2026). The FAQs are an acknowledgment that the processing of Forms ID, which had already been slowed by the transaction to EDGAR Next, was significantly impacted by “the unusually large number” of Forms ID submitted as a result of the HFIAA.

The first of the two new FAQs applies to officers and directors of FPI’s and provides that the staff will not recommend enforcement action for a late report as long as the insider:

• Submitted a completed Form ID and the related required documents before March 18, 2026,
• Did not receive EDGAR access codes by March 18, 2026, and
• Files the required report as soon as possible after receiving EDGAR access codes (and no later than April 1, 2026).

The second FAQ provides no-action relief to insiders of domestic issuers as long as the insider:

• Submitted a completed Form ID before the filing deadline for the Section 16 report and the deadline for filing the report was between December 18, 2025, and March 18, 2026,
• Did not receive EDGAR access codes by the filing deadline, and
• Files the required report as soon as possible after receiving EDGAR access codes (and no later than April 1, 2026).

Unfortunately, the staff did not offer relief from S-K Item 405, which requires domestic issuers (but not FPIs) to disclose their insiders’ reporting delinquencies. The staff did say that issuers can include in their Item 405 disclosure a statement that the insider relied on the staff’s no-action position.

In addition to receiving timely Section 16 updates via Alan’s members-only blog, Section16.net members have access to an ongoing Q&A Forum with Alan Dye and online versions of Romeo & Dye’s Section 16 Treatise and Reporting Guide and Alan Dye’s Section 16 Forms and Filings Handbook. Website membership also gives you access to Alan Dye’s annual webcast on Section 16 developments. Not a member? We can fix that. Contact us today at info@ccrcorp.com or call 800.737.1271 to sign up for a no-risk trial.

– John Jenkins