On May 20, 2026, the Securities and Exchange Commission issued a new exemptive order (Release No. 34-105517) adding Australia, India, and Singapore to the list of “Qualifying Jurisdictions.” Directors and officers of foreign private issuers (“FPIs”) incorporated in these jurisdictions may, subject to specified conditions, be exempt from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934. The new order builds directly on, and incorporates the conditions of, the SEC’s March 5, 2026 order that we addressed in our prior alert memo, which we encourage readers to consult for background on the Holding Foreign Insiders Accountable Act (“HFIAA”) framework and the detailed conditions of the relief.

What Is New

The new exemptive order designates three additional Qualifying Jurisdictions and the corresponding home-country regulations (“Qualifying Regulations”) that the SEC has determined to be substantially similar to Section 16(a):

  • Australia — Section 205G of the Corporations Act 2001 and Australian Securities Exchange Listing Rule 3.19.
  • India — the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
  • Singapore — Part 7 of Singapore’s Securities and Futures Act 2001.

Updated List of Qualifying Jurisdictions

Combining the March 5 and May 20, 2026 orders, the full list of Qualifying Jurisdictions for purposes of the Section 16(a) exemptive relief now comprises:

  • Australia (new)
  • Canada
  • Chile
  • The European Economic Area, consisting of the 27 member states of the European Union together with Iceland, Liechtenstein, and Norway
  • India (new)
  • Republic of Korea
  • Singapore (new)
  • Switzerland
  • United Kingdom

Key Conditions and Practical Considerations

The conditions for relief under the May 20, 2026 order are the same as those that applied under the March 5, 2026 order, and are discussed in detail in our prior alert. At a high level, to rely on the exemption:

  • The FPI must be incorporated or organized in a Qualifying Jurisdiction and subject to a Qualifying Regulation, which need not be from the same jurisdiction. The order continues to permit “mix-and-match” reliance: an FPI incorporated in one Qualifying Jurisdiction may rely on a Qualifying Regulation of another, and the May 20 order expressly contemplates combinations involving both the original and newly added jurisdictions. For example, the directors and officers of an FPI incorporated in Singapore with equity securities listed on an EU exchange and who are subject to reporting under the EU Market Abuse Regulation would be exempt due to the combination of the March 5 and May 20 orders.
  • Each individual director or officer must actually be reporting under the applicable Qualifying Regulation, with any director or officer outside the scope of that regulation continuing to file Forms 3, 4, and 5.
  • The reports must be made publicly available in English within no more than two business days of being publicly posted in the home jurisdiction.

The second condition warrants particular attention for FPIs in Australia and Singapore. As footnote 4 to the May 20, 2026 order notes, the Australian regime appears to cover only directors and Singapore’s Part 7 appears to cover only directors and chief executive officers. Neither may reach all persons who qualify as “officers” for Section 16 purposes. FPIs in these jurisdictions should assess whether each identified Section 16 reporting person falls within the scope of the applicable Qualifying Regulation or otherwise remains subject to Section 16(a) reporting on Forms 3, 4, and 5.

Finally, the Section 16 framework does not require an “exit” filing for the sole purpose of announcing that a person is no longer subject to Section 16. Accordingly, directors and officers who have filed reports pursuant to the HFIAA and who become eligible for the exemption do not need to file an exit filing on Form 4 or Form 5, although some filing persons voluntarily choose to do so (this would entail filing a voluntary Form 4 and checking only the exit box, with a brief note in the “Remarks” section that the reporting person is now exempt from Section 16(a) reporting under the applicable order and will report going forward under the home-country qualifying regulation).

Outlook

Our prior alert observed that further jurisdictions could be added in the future. The May 20, 2026 order is concrete evidence that the SEC is continuing to consider expanding the scope of relief, and FPIs in jurisdictions that have not yet been designated should continue to monitor SEC developments and consider whether to engage with the staff regarding their home-country regimes.

For questions about these or related issues, please reach out to your existing firm contact or an author of this post.