On March 5, 2026, the U.S. Securities and Exchange Commission (SEC) granted exemptive relief from Section 16(a) insider reporting to directors and officers of certain dual-listed foreign private issuers (FPIs) incorporated in certain «qualifying jurisdictions» and subject to a «qualifying regulation» on insider / management transactions. Crucially for Swiss issuers, Switzerland is expressly included as a qualifying jurisdiction and the SIX Swiss Exchange regime on management transactions (Article 56 of the Listing Rules and the implementing directives of SIX Swiss Exchange) is recognised as a qualifying regulation. This means that directors and officers of Swiss FPIs will not become subject to Section 16(a) as of March 18, 2026 under the U.S. Holding Foreign Insiders Accountable Act (HFIAA).

Section 16(a) requires directors, officers and 10% shareholders of domestic SEC‑reporting companies to report their holdings and transactions in issuer equity securities and exposes them to strict «short‑swing profit» liability under Section 16(b) of the U.S. Securities Exchange Act of 1934. Historically, FPIs – including Swiss issuers – were exempt, in order to accommodate home‑country practice and facilitate cross‑listings. The HFIAA, which became law in December 2025, extended such insider reporting obligations to directors and officers of FPIs and would therefore have ended that exemption for foreign insiders as of March 18, 2026, absent specific exemptive relief.

The new SEC order confirms the long‑standing exemption for directors and officers of Swiss issuers with a dual-listing that (i) qualify as FPIs, (ii) are organised under Swiss law and (iii) are subject to Article 56 of the Listing Rules and implementing directives of SIX Swiss Exchange (because they are listed on SIX Swiss Exchange). Where these conditions are met, directors and officers are exempt from Section 16(a) reporting, provided that:

• they comply with Article 56 of the Listing Rules and the implementing directives of SIX Swiss Exchange (i.e., the relief is individual-specific); and
• reports are made publicly available in English within two business days of their publication as already mandated by Article 56 of the Listing Rules and the implementing directives of SIX Swiss Exchange.

In determining that the Swiss regime is «substantially similar» to Section 16(a), the SEC considered, among other things, the persons covered (directors and senior management), the types of securities and transactions captured (including equity‑linked instruments), the requirement to disclose beneficial ownership and changes in ownership on a timely basis, and the public availability of reports.

For Swiss FPIs, the practical impact is significant: For directors and officers within the scope of the order, complying with the SIX rules on management transactions is sufficient and they do not need to file respective insider reports with the SEC or face US short‑swing profit exposure solely by virtue of their positions. The recognition of the SIX management‑transactions regime as equivalent thus avoids duplicative US reporting and personal liability exposure for board members and executives of Swiss issuers with a US listing, while investor protection continues to be ensured through the Swiss framework.