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On March 12, 2026, the SEC staff issued two new FAQs related to the Holding Foreign Insiders Accountable Act (HFIA Act). The FAQs noted the HFIA Act requirements are resulting in an unusually large number of EDGAR access applications, which suggests that the staff may be unable to provide EDGAR codes for all applicants in advance of the March 18, 2026, filing deadline. As a result, the staff provided limited no-action relief from the filing requirements. Specifically, the FAQs state that the staff will not recommend enforcement action against a director or officer of a foreign private issuer, or a domestic issuer, for the untimely filing of a Section 16(a) report caused by lack of EDGAR code access as long as specified conditions are met—including having filed the Form ID application and required documentation to obtain EDGAR codes before March 18, 2026. The person must file the report as soon as possible, but no later than April 1, 2026. In the case of domestic issuers, the FAQs clarify that any late filings must still be disclosed in the issuer’s proxy statement per Item 405 of Regulation S-K.

The full text of the two new FAQs is below.

(6) Question (added on March 12, 2026):

A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026 and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?  

Answer:

In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as 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 in no event later than April 1, 2026.

(7) Question (added on March 12, 2026):

Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?

Answer:

Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:

  • the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
  • the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
  • the person files the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.

The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.