Reporting Person

Glossary Entry

A reporting person is an individual or entity required to publicly disclose beneficial ownership of, and transactions in, equity securities under Section 16(a) of the Securities Exchange Act of 1934 and the SEC’s implementing rules. Reporting persons must submit insider disclosure forms — Form 3, Form 4, and Form 5 — through the SEC’s EDGAR system so that investors and regulators have timely access to information about significant insiders’ equity holdings and trading activity. (SEC)

Who Qualifies as a Reporting Person

Under Section 16(a) of the Exchange Act and the related rules:

  • Officers of an issuer with a class of equity securities registered under Section 12 of the Exchange Act — as specifically defined in Rule 16a-1(f) — qualify as reporting persons. (gtlaw.com)

  • Directors of such issuers must also report. (SEC)

  • Beneficial owners of more than 10 % of any class of equity securities registered under Section 12 — measured under the SEC’s beneficial ownership rules — are reporting persons for domestic issuers. (SEC)

These categories reflect the persons who, due to their position or ownership stake, may have access to material nonpublic information or influence over company decisions, and whose trading activity the public and markets should be able to monitor. (SEC)

Reporting Obligations

Once a person becomes a reporting person under Section 16(a), they must file the following insider disclosure forms with the SEC:

  • Form 3 — Initial Statement of Beneficial Ownership:
    Must be filed within ten calendar days after the person first becomes subject to Section 16(a) reporting (e.g., upon becoming an officer, director, or >10% beneficial owner of a domestic issuer). (SEC)

  • Form 4 — Statement of Changes in Beneficial Ownership:
    Must be filed within two business days after each reportable transaction that changes beneficial ownership. (SEC)

  • Form 5 — Annual Statement of Changes in Beneficial Ownership:
    Must be filed within 45 calendar days after the issuer’s fiscal year-end to report transactions or holdings that were exempt from, or omitted from, the contemporaneous reporting on Form 4. (dart.deloitte.com)

All insider reports must be submitted through the SEC’s EDGAR Next filing system. A person who has not previously filed on EDGAR must first obtain access credentials by submitting a Form ID. (SEC)

Purpose and Policy

The Section 16(a) reporting regime enhances market transparency by requiring insiders — those with significant influence or access to inside information — to disclose their equity holdings and trading activity. These disclosures allow investors and regulators to observe insider behavior that may affect investor confidence or imply information asymmetry. (SEC)

Recent Developments — Expansion to Foreign Private Issuers

Under the Holding Foreign Insiders Accountable Act (HFIAA) — enacted on December 18, 2025 and effective March 18, 2026 — the SEC’s Section 16(a) reporting obligations will be expanded to include officers and directors of foreign private issuers (FPIs) that have a class of equity securities registered under Section 12(b) or Section 12(g) of the Exchange Act. (SEC)

Key aspects of this expansion include:

  • Directors and officers of FPIs will become reporting persons under Section 16(a) and must file Forms 3, 4, and 5 to disclose their beneficial ownership and transactions in their issuer’s registered equity securities, effective March 18, 2026. (Carlton Fields)

  • The HFIAA does not extend Section 16(a) reporting obligations to beneficial owners of more than 10 % of an FPI’s registered equity securities solely by reason of their ownership; thus, 10 % owners of FPIs remain exempt from Section 16(a) reporting. (Carlton Fields)

  • The HFIAA’s amendment applies only to Section 16(a). It does not amend Sections 16(b) (short-swing profit disgorgement) or 16(c) (short-sale prohibitions); as a result, FPI officers and directors will not be subject to those provisions unless the SEC repeals or modifies existing exemptions in future rulemaking. (corpgov.law.harvard.edu)

  • The SEC also retains discretionary authority to exempt certain persons, securities, or transactions from Section 16(a) reporting if foreign law imposes “substantially similar” reporting obligations. (Arnold & Porter)

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