Canadian Foreign Private Issuers Remain Exempt from US Insider Reporting Requirements

"Foreign private issuers" under US securities laws have long been exempt from the insider reporting requirements of Section 16(a) of the US Securities Exchange Act of 1934, as amended (the Exchange Act). That looked set to change for certain foreign private issuers following enactment of the Holding Foreign Insiders Accountable Act (the HFIAA) on December 18, 2025. Subject to applicable exemptions, the HFIAA requires the directors and officers of foreign private issuers that have a class of equity securities registered pursuant to Section 12 of the Exchange Act to report their transactions in the issuer's securities in accordance with Section 16(a) of the Exchange Act.

Following enactment of the HFIAA, observers had been waiting to see if the US Securities and Exchange Commission would provide an exemption for insiders of foreign private issuers that are subject to a domestic reporting regime similar to that set forth in Section 16(a) of the Exchange Act.   On March 5, 2026, the SEC issued such an exemption (the March 5 Exemption) for insiders of Canadian issuers that are required to make filings on Canada's System for Electronic Disclosure by Insiders (SEDI) pursuant to National Instrument 55 104—Insider Reporting Requirements and Exemptions.  The exemption also applies to issuers subject to the insider reporting regimes of certain other jurisdictions, including Chile, the European Economic Area, the Republic of Korea, Switzerland and the United Kingdom.

The result of the March 5 Exemption is to preserve the pre-HFIAA status quo for insiders of Canadian foreign private issuers who report on SEDI. 

If you have any questions, please contact a member of the Bennett Jones Capital Markets group.