On March 5, 2026, the U.S. Securities and Exchange Commission issued an order providing targeted relief from Section 16 insider reporting obligations for directors and officers of foreign private issuers incorporated or organized in certain qualifying jurisdictions, including Canada, and subject to a qualifying regulation governing insider reporting.

The order reflects the SEC’s approach of avoiding duplicative insider reporting where a substantially similar foreign disclosure regime applies. For Canadian foreign private issuers, the order significantly narrows the practical impact of the Holding Foreign Insiders Accountable Act (the HFIA Act).

The SEC has determined that Canada’s insider reporting regime under National Instrument 55‑104 Insider Reporting Requirements and Exemptions (NI 55-104) constitutes a qualifying regulation. As a result, directors and officers of Canadian foreign private issuers may rely on the exemption by virtue of being subject to Canada’s insider reporting framework.

What Canadian Foreign Private Issuers Should Do Now

Canadian FPIs should consider the following steps:

• Confirm that directors and officers are subject to Canadian insider reporting requirements under NI 55‑104; and
• If a Canadian insider report is not in English, ensure the insider report is made available in English to the general public within no more than two business days of its public posting.

Key Takeaway: Canadian FPIs Generally Exempt from U.S. Section 16 Reporting

For most Canadian foreign private issuers, the SEC’s March 2026 order substantially limits the practical effect of the HFIA Act. As a result, directors and officers of Canadian FPIs may generally comply with Canada’s insider reporting requirements without the need to comply with the U.S. insider reporting requirements.

Cozen O’Connor LLP’s Capital Markets & Securities team advises FPIs from many different jurisdictions, including Canada, on U.S. securities compliance, insider reporting obligations, and EDGAR readiness. This alert updates our February analysis of the HFIA Act following the SEC’s March 5 order. For additional background on the HFIA Act and the SEC’s final rules, see the recent alert from our U.S. team here.