What Changed

Effective March 18, 2026, the Holding Foreign Insiders Accountable Act (HFIAA) requires directors and officers of foreign private issuers listed on US exchanges to file SEC Forms 3, 4, and 5. Around 1,100 FPIs and 3,700 new filers enter the system — including insiders at companies like SAP, BioNTech, Deutsche Bank, and Fresenius Medical Care.

Many of these issuers already disclose insider trades under home-jurisdiction rules — European MAR, Japanese EDINET, Canadian SEDI. So the question isn't just whether there will be more data. It's whether the new data tells us something we didn't already know.

Until now, Form 144 — the notice of proposed sale of restricted or control securities — was often the only SEC filing that surfaced insider activity at FPIs. For analysts covering these names, a Form 144 was a rare and therefore noteworthy event. HFIAA changes that: Form 4 will now capture the full spectrum of transactions, making Form 144 one signal among many rather than the sole US-side data point.

The Threshold Gap: Where New Signal Hides

The most consequential line in that table is the first one. Form 4 has no de minimis threshold — a $500 purchase triggers the same filing as a $50 million block. Germany's MAR only kicks in after an insider's cumulative annual transactions cross €50,000 (a threshold BaFin actually raised from €20,000 in January 2026 to reduce filing volume).

This means Form 4 will surface trades that are completely invisible under German rules. A Vorstand member buying €15,000 in shares in January files nothing with BaFin. Under HFIAA, that same trade appears on EDGAR within two days — structured P code, exact price, updated holdings. These sub-threshold discretionary purchases are often the most interesting from a signal perspective: quiet, early-in-the-year conviction bets that threshold-based regimes filter out entirely.

Where It Gets Noisy

Dual-source duplication. HFIAA stacks on top of home-jurisdiction reporting. The same transaction gets filed as both a Form 4 and a MAR notification — different formats, different timelines, sometimes different dates. Without transaction-level matching, this creates phantom volume.

Compensation noise. The Form 4 feed will include a steady stream of mechanical transactions — vestings, sell-to-cover dispositions, plan exercises — that aren't conviction trades. For issuers where we previously tracked only discretionary activity via MAR, this new volume must be classified and filtered.

Threshold asymmetry in dedup. A Form 4 with no matching MAR filing isn't necessarily a gap — it may be a sub-€50K trade that BaFin doesn't require disclosed. Flagging these as mismatches generates false positives. The right approach: treat Form 4 as sole source for sub-threshold transactions, and cross-reference against MAR only once cumulative volume exceeds the threshold.

Our Take

At 2IQ, we process multi-jurisdictional insider filings — SEC, MAR, SEDI, EDINET — every day. The dual-source matching challenge HFIAA introduces is one we've already built for. The net effect for clients: more structured data, faster disclosure, and genuinely new signal from sub-threshold trades that were previously invisible. But only if the noise is filtered. Raw Form 4 volume from FPIs won't sharpen signal on its own — the intelligence layer is what turns filings into insight.