SEC effectively extends deadline for late Section 16(a) filings caused by lack of EDGAR access

In order to file Section 16(a) reports, FPI directors and officers must first obtain access to EDGAR, the SEC’s database for SEC filings. To do so, directors and officers must submit Form ID, the application for EDGAR access, which must be reviewed and approved by SEC staff before EDGAR access is granted.

In its final rule to implement the HFIAA, the SEC stated that “we anticipate that the number of Form ID filings will increase due to new respondents being required to comply with Section 16(a).” Indeed, the SEC estimated that almost 9,000 Form IDs would be filed by FPI directors and officers seeking EDGAR access to comply with the HFIAA.

Recognizing that this high volume of Form ID filings, and the time and resources required for SEC review and approval, may result in FPI directors and officers not receiving EDGAR access by March 18, 2026 (and resulting late filings), the SEC published FAQ guidance on March 12, 2026 indicating that the Division of Corporation Finance would not recommend enforcement action against a director or officer of an FPI for the untimely filing of a Section 16(a) report if it was the result of a delayed Form ID approval, which effectively extends the deadline for late Section 16(a) filings caused by the lack of EDGAR access. The two FAQs published by the SEC are set forth below.

Although the guidance does effectively extend the deadline for individuals who do not receive EDGAR access by March 18, 2026, we note:

• The effective extensions available continue to require that completed Form IDs be submitted by the FPI director or officer prior to March 18, 2026.
• The effective extensions available require that the FPI director or officer without EDGAR access on March 18, 2026 file the required Section 16(a) report after receiving EDGAR access but in no event later than April 1, 2026.
• An FPI director or officer who does receive EDGAR access by March 18, 2026 is still required to file their initial Section 16(a) report (the Form 3) on March 18, 2026.
• The effective extensions also provide relief for Section 16(a) reporting persons of domestic issuers (not FPIs) who submit Form ID between December 18, 2025 and March 18, 2026 but do not receive EDGAR access by the relevant filing deadline.

The FAQ Guidance

(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
• 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
• 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.