When Congress Rewrites the Rules for FPIs
Mon Jan 26 2026
Is your team ready for foreign private issuer (FPI) Section 16 reporting? Congress recently passed the Holding Foreign Insiders Accountable Act, which fundamentally changes how international insiders must disclose their trades.
Alan Wilson and Chelsea Hall join the conversation to break down these new FPI director and officer reporting obligations and why the SEC has a tight deadline of March 18 to implement the rules. We discuss the sudden loss of exemptions, the need for individual EDGAR® codes, and the risks of missing the two-day filing window.
Chapters:
00:00–Introduction: A Regulatory Ground Shift The hosts introduce the end of long-standing exemptions for FPIs and the era of regulatory accommodation.
05:15–Breaking Down FPI Section 16 Reporting Alan Wilson explains the nuances of Form 3, 4, and 5 requirements, noting that while reporting is mandatory, short-swing liability (Section 16b) currently does not apply.
06:45–The Surprise of Congressional Speed Analysis of why Congress moved faster than the SEC and what this bipartisan unity signals for future securities rulemaking.
09:30–Future Outlook: Beyond Section 16 Insights into potential further changes, including updates to the FPI definition and the convergence of IFRS and US GAAP.
13:15–Infrastructure for Resilience Why investing in stability and agility is the only way to meet rapidly approaching deadlines like the March 18 cutoff.
17:30–Closing Thoughts: The Complexity of Compliance Final debate on whether this is a "big lift" for FPIs and how the market might react to potential moves toward quarterly reporting.
Enjoy this episode? Find past conversations at workiva.com/podcast/the-pre-read
Subscribe to catch all our upcoming episodes.
More
Is your team ready for foreign private issuer (FPI) Section 16 reporting? Congress recently passed the Holding Foreign Insiders Accountable Act, which fundamentally changes how international insiders must disclose their trades. Alan Wilson and Chelsea Hall join the conversation to break down these new FPI director and officer reporting obligations and why the SEC has a tight deadline of March 18 to implement the rules. We discuss the sudden loss of exemptions, the need for individual EDGAR® codes, and the risks of missing the two-day filing window. Chapters: 00:00–Introduction: A Regulatory Ground Shift The hosts introduce the end of long-standing exemptions for FPIs and the era of regulatory accommodation. 05:15–Breaking Down FPI Section 16 Reporting Alan Wilson explains the nuances of Form 3, 4, and 5 requirements, noting that while reporting is mandatory, short-swing liability (Section 16b) currently does not apply. 06:45–The Surprise of Congressional Speed Analysis of why Congress moved faster than the SEC and what this bipartisan unity signals for future securities rulemaking. 09:30–Future Outlook: Beyond Section 16 Insights into potential further changes, including updates to the FPI definition and the convergence of IFRS and US GAAP. 13:15–Infrastructure for Resilience Why investing in stability and agility is the only way to meet rapidly approaching deadlines like the March 18 cutoff. 17:30–Closing Thoughts: The Complexity of Compliance Final debate on whether this is a "big lift" for FPIs and how the market might react to potential moves toward quarterly reporting. Enjoy this episode? Find past conversations at workiva.com/podcast/the-pre-read Subscribe to catch all our upcoming episodes.