On February 27, 2026, more than two weeks in advance of the deadline, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to certain rules and forms under the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the requirements of the Holding Foreign Insiders Accountable Act (the “HFIAA”).  The HFIAA, and the SEC’s related rules, subject officers and directors of foreign private issuers (“FPIs”) to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act, beginning with an obligation to file an initial statement of beneficial ownership on Form 3 no later than March 18, 2026.  Importantly, the SEC’s rule amendments do not go beyond what was required by the HFIAA, providing needed certainty with respect to the scope of this new obligation for insiders of FPIs.  This client alert summarizes the SEC’s rule changes and provides suggestions for FPIs and their insiders as they prepare to comply with the new requirements. 

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Webinar | March 2, 2026
8:00 a.m. – 8:30 a.m. EST | 1:00 p.m. – 1:30 p.m. CMT | 2:00 p.m. – 2:30 p.m. CET |3:00 p.m. – 3:30 p.m. IST | 9:00 p.m. – 9:30 p.m. HKT
Register here.

On February 27, 2026, the Securities and Exchange Commission adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (HFIA) Act. Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026.

Join us for a 30-minute session highlighting:

  • Differences between Section 16 requirements for FPIs and domestic issuers;
  • The reporting requirements for directors and officers of FPIs;
  • Related persons that may be implicated;
  • What to do now? Obtaining EDGAR Next access and other immediate action items;
  • Ideas for internal policies and procedures designed to ensure compliance; and
  • Potential Staff guidance and other relief. 

The Securities and Exchange Commission today adopted final rules and form amendments to reflect the requirements of the recently enacted Holding Foreign Insiders Accountable (“HFIA”) Act.

Directors and officers of foreign private issuers, or FPIs, with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, as we have previously blogged.

The HFIA Act was enacted on December 18, 2025.  It amended Section 16(a) of the Exchange Act.  The amendment requires directors and officers of an Exchange Act-reporting FPI, but not 10 percent holders, to file Section 16 reports electronically and in English. The SEC’s final rule amendments revise the relevant rules and forms.  The SEC’s final rules confirm that the HFIA Act does not apply to 10 percent holders, which had been a point of concern. 

The Chair of the SEC noted in his remarks that in enacting the HFIA Act, Congress recognized the possibility that some foreign laws may already impose substantially similar requirements on executives and gave the Commission authority to exempt persons, securities, or transactions from the HFIA Act’s requirements.  The Chair stated that the SEC staff is “actively evaluating whether it will recommend that the Commission exercise this exemptive authority.”

Here is a link to the final rules: https://www.sec.gov/files/rules/final/2026/34-104903.pdf.

A Legal Update will follow shortly. 

Please stay tuned for information regarding a short webcast updating FPIs on compliance.

Brazil has emerged as one of the world’s most dynamic and tightly regulated wealth markets. Local investors are increasingly sophisticated, and appetite for offshore products has never been higher. For U.S. broker-dealers and investment advisers, the opportunity is clear: Brazilian clients want access to global markets and U.S. platforms are well positioned to provide it.

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Webinar | February 26, 2026
8:30 a.m. – 9:30 a.m. ET
Register here.

Due to weather disruptions, this session will be held virtually on Zoom. There will be no in-person attendance. 

Join us for a webinar on at-the-market (“ATM”) offerings. ATM offerings continue to evolve as issuers and banks look for greater flexibility, alternative execution mechanics and expanded participation structures. Beyond the basic “dribble-out” model, modern ATM programs now often incorporate forward components, sub-agent participation, block trades and tailored approaches for investment companies and potential opportunities for recently de-SPAC’d issuers.

In this session, we will focus on:

  • ATMs with forward sale components
  • Fee sharing arrangements among agents, forward counterparties and sub-agents
  • Use of sub-agents and expanded distribution structures
  • Block trades executed off of ATM programs and the legal and compliance considerations
  • The special issues arising in ATM programs for closed-end funds and business development companies (BDCs)
  • Strategies for accelerating ATM eligibility following a de-SPAC transaction

Amendments increase the annual gift limit to $300, provide exemptive relief authority, codify existing guidance and clarify that the rule does not apply to gifts to individual retail customers

On February 12, 2026, the U.S. Securities and Exchange Commission approved the Financial Industry Regulatory Authority, Inc.’s (“FINRA”) amendments (the “Amendments”) to FINRA Rule 3220 (Influencing or Rewarding Employees of Others), which is designed to avoid improprieties, such as conflicts of interest, that may arise when a member or associated person makes a gift to an employee of another person, such as an institutional customer, vendor or counterparty with the hope of strengthening the business relationship.

The Amendments increase the gift limit from $100 to $300 per person per year, provide FINRA authority to grant exemptive relief from the rule, address valuation, aggregation, supervision, and recordkeeping requirements, codify certain exceptions, including for personal gifts, bereavement gifts, items of de minimis value, promotional or commemorative items, and donations due to federally declared major disasters. The Amendments also clarify that the rule does not apply to gifts to individual retail customers or to gifts from a member to its own associated persons. We highlight key aspects of the Amendments, including certain changes to gift valuation, in this Legal Update. FINRA will announce the effective date of the Amendments in a regulatory notice.

Continue reading this Legal Update.

For the fourth consecutive year, JD Supra has recognized Anna Pinedo as a Top Author for securities law topics as part of its 2026 Readers Choice Awards. This marks the sixth time in the last nine years that JD Supra has named Anna to its Readers Choice Awards, which honors thought leaders who achieve the highest visibility and engagement among readers in their area of expertise. Anna is ranked in the top 10 most read authors from a pool of 6,800 lawyers covering securities law. Read about the 2026 Readers Choice Awards and access Anna’s content on JD Supra.

Congratulations, Anna!

The Securities and Exchange Commission (the “SEC”) announced it will host its 45th Annual Small Business Forum (the “Forum”) on March 9, 2026 from 1:00 p.m. to 5:00 p.m. ET at the SEC’s headquarters in Washington, D.C.

The Forum, organized by the SEC’s Office of the Advocate for Small Business Capital Formation, brings together members of the public and private sectors to discuss and provide suggestions to improve policy affecting how small businesses and smaller public companies raise capital.  The Forum will include appearances by SEC Commissioners and discussions with various thought leaders ranging from early- to late-stage private companies and smaller public companies and will include the following sessions:

  • Funding for Founders: Empowering Early-Stage Entrepreneurs;
  • Investing in Innovation: Supporting Growth Stage Companies;
  • Public Company Perspectives: Considerations for IPOs and Small Caps; and
  • Open Mic: Audience Opportunity to Discuss Policy Recommendations.

SEC Chairman Paul Atkins noted that “the annual Small Business Forum is a unique opportunity for innovators, investors, advisors, and policymakers to come together and help identify challenges in capital raising,” encouraging members of the public to “share ideas and have their voices heard on ways to improve capital formation.”

The Forum takes place against a backdrop of significant developments in small business capital formation policy.  Chairman Atkins has emphasized a “renewed focus on supporting innovation, capital formation, market efficiency, and investor protection,” with particular attention to deregulatory rule proposals to reduce compliance burdens and facilitate capital formation.

The Forum presents an opportunity for the public to suggest capital formation related policy recommendations that will be delivered to Congress. Participants – whether attending in-person or online – may submit policy recommendations in advance by emailing smallbusiness@sec.gov by 12:00 p.m. ET on March 5, 2026.  Registration information and the full agenda are available here. The Forum is open for public in-person attendance and is also available via webcast.

In the second update to the Securities and Exchange Commission’s Division of Corporation Finance’s Compliance and Disclosure Interpretations in less than a week, on February 17, 2025, the Staff turned its attention to exempt offerings, focusing on Regulation A (“Reg A”) and Regulation Crowdfunding (“Reg CF”).  All the guidance below, except where otherwise noted, is new, although it is consistent with positions the Staff has taken with respect to such offerings in the past, and, with respect to the Reg A guidance, is consistent with Staff guidance generally applicable to registered offerings.  Unless otherwise noted, all CDIs are included in the Securities Act Rules CDIs.

CDI ReferenceGuidance
CDI 182.05 (withdrawn)The CDI addressed Reg A eligibility for voluntary filers and was withdrawn because, as of January 2019, Exchange Act reporting companies are eligible to use Reg A.
CDI 182.24Extended the Division’s enhanced accommodations with respect to draft registration statements to Reg A issuers, clarifying that Reg A issuers may submit draft offering statements for non-public Staff review regardless of whether the issuer has previously sold securities under Reg A or pursuant to the Securities Act.
CDI 182.25A Reg A issuer may convert a qualified Tier 1 offering to a Tier 2 offering by post-qualification amendment (“PQA”).
CDI 182.26When an Exchange Act reporting company is filing or has filed a Form 1-A and has available interim financial statements or other information from its Exchange Act reports for a period more recent than specifically required in Form 1-A, the issuer should include in the Form 1-A such information necessary to “to make the required statements therein, in light of the circumstances under which they are being made, not misleading.” An amendment to a qualified Form 1-A is necessary where the interim financial statements or other information in the issuer’s Exchange Act reports “individually or in the aggregate, represent a fundamental change in the information set forth in the offering statement.”
CDI 182.27A Reg A issuer does not need to continually update the amount of offered securities on the offering circular cover page when filing a PQA to account for the actual amount of securities it can sell pursuant to Rule 251(a), although the issuer can do so voluntarily, and should do so if its adding a new class of securities or additional securities to a previously-qualified Form 1-A.
CDI 182.28Depending on the timing of an advertisement, a Reg A issuer can sometimes advertise the offering on TV or radio, or online: Before filing a Form 1-A:  Yes, so long as the advertisement complies with the conditions of Rule 255(b)(1)–(3), which require certain statements to be included in the communication.After filing a Form 1-A but before qualification:  Yes, so long as the advertisement complies with Rule 251(d)(1)(ii)(B) and (C), Rule 254, and Rule 255(b)(1)–(4).  In essence, because TV, radio, or online advertisements would be considered “written” offers, they must comply with Reg A’s communications rules.After qualification of Form 1-A:  No TV or radio advertising is permitted because post-qualification offers must be accompanied with or preceded by the most recent offering circular, which is not possible in a TV or radio format.  An issuer can advertise online if offers can be accompanied with or preceded by the most recent offering circular.
CDI 182.29“Testing the waters” materials for a Reg A offering need not be filed if they are substantively the same as previously filed testing-the-waters materials. 
CDI 182.30If the securities to be issued in a Reg A offering are convertible, exercisable, or exchangeable within one year of qualification or at the issuer’s discretion, the underlying securities must also be qualified at the time the overlying securities are qualified and any consideration to be received by the issuer initially and upon conversion, exercise, or exchange (for example, any warrant exercise price) should be included in the “aggregate offering price.”
CDI 182.31Reg A issuers cannot ask investors to put money into escrow before the Form 1-A for an offering is qualified, even if investors retain discretion as to whether to invest after qualification.
CDI 182.32In an ongoing Reg A offering, offers and sales must sometimes be suspended during the pendency of a PQA: Offers and sales both suspended when a PQA is filed to comply with Rule 252(f)(2)(i) (which requires annual updates to the financial statements) and the financial statements are stale.Sales, but not offers, must be suspended during the pendency of a PQA filed to comply with Rule 252(f)(2)(ii) (which requires amendments to reflect fundamental changes in the information in the offering statement).
CDI 182.33Issuers cannot attach exhibits to Reg A offering circular supplements.  However, issuers can file exhibits with Form 1-U and exhibits-only PQAs, providing a path for issuers to file such exhibits on EDGAR.
Reg CF CDI 100.03An issuer can move a Reg CF offering between intermediary platforms prior to making any sales in the offering.  The issuer must cancel the offering on the initial platform and make sure its offering materials are removed, and then file a new Form C for the offering on the new platform.
Reg CF CDI 100.04Former Exchange Act reporting companies can rely on Reg CF if they no longer have active Exchange Act reporting obligations because these obligations were terminated or suspended.
Reg CF CDI 100.05Reg CF issuers should use a rolling 12-month calculation from the date of each closing to calculate the maximum aggregate amount of securities the issuer can offer under Rule 100(a)(1).
Reg CF CDI 100.06The “annual period” used to calculate annual income for purposes of Reg CF Rule 100(a)(2)’s individual investment limit is a calendar year.
Reg CF CDI 201.03When (i) at least one “rolling closing” in an ongoing Reg CF offering has occurred and (ii) the offering is still ongoing more than 120 days after the issuer’s fiscal year end, the issuer must file a Form C/A with updated financial statements and an annual report on Form C-AR, along with progress updates under Rule 203(a)(3).

Find the new CDIs here.

On February 19, the staff of the Division of Trading and Markets of the U.S. Securities and Exchange Commission issued an FAQ, stating the staff will not object if a broker-dealer treats a proprietary position in a payment stablecoin (as defined in the FAQ) as having a “ready market” under SEC Rule 15c3-1 and takes a haircut of 2% of the market value of the greater of the long or short proprietary position in calculating its net capital. 

In a related statement, Commissioner Hester M. Peirce noted that “Rule 15c3-1 does not explicitly address payment stablecoins. I understand that some broker-dealers, out of an abundance of caution, have proposed to take a 100% haircut on payment stablecoins held in their inventory. In my view, a 100% haircut would be unnecessarily punitive given the underlying reserve assets that back payment stablecoins (generally, U.S. dollars, short-term U.S. Treasury securities and other similar instruments).  For context, a haircut of 2% aligns with the haircut imposed on registered investment companies that are money market funds, which hold similar instruments as payment stablecoin issuers. In fact, following the effective date of the GENIUS Act, the reserve requirements for permitted payment stablecoin issuers will be more limiting than the ‘eligible securities’ requirements that apply to registered money market funds, including government money market funds.”

Commissioner Peirce further stated that she would like to consider how SEC Rule 15c3-1 could be amended to account for payment stablecoins and that she would welcome input on other aspects of SEC rules that should be modified to address the use of payment stablecoins by SEC-registered entities.