On March 13, 2026, SEC staff granted no-action relief to directors and officers of foreign private issuers (FPIs) located in the geographic region directly affected by the ongoing Iran conflict. Under the relief, these insiders will not be subject to enforcement action for failing to meet the new Section 16(a) insider reporting requirements under the Holding Foreign Insiders Accountable Act (HFIAA) until April 20, 2026.
The relief was issued in response to a request submitted on behalf of Tower Semiconductor Ltd., an Israeli FPI, which explained that wartime disruptions—including infrastructure outages, workplace restrictions, and limited access to records and compliance services—have materially affected the ability of insiders to prepare and file the required reports.
In its response, the Division of Corporation Finance confirmed that it would not recommend enforcement action if directors and officers of Tower Semiconductor—and similarly situated FPIs headquartered in Israel or other jurisdictions in the region directly affected by the conflict—file their required Section 16(a) reports by April 20 provided they can represent that the conflict materially affected their ability to meet the original deadline.
Separately, on March 12, SEC staff extended conditional no-action relief until April 1 for directors and officers of FPIs, as well as directors, officers, and beneficial owners of domestic issuers, who are unable to timely file required Section 16(a) reports due to delays in obtaining EDGAR access codes. The staff addressed this issue in FAQs 6 and 7 to the HFIAA Frequently Asked Questions, available here.
For additional background on the FAQs, see last week’s Society Alert. Additional resources are available on our Insider Trading page.