SEC Clarifies Form 4 Filing Deadline for Transactions Executed in Different Time Zones

On Oct. 15, 2026, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published new Corporation Finance Interpretation (CFI) 135.05, addressing how reporting persons should calculate the Form 4 filing deadline when a transaction is executed in a time zone where the local calendar date differs from the date in the U.S. Eastern time zone.

Under Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-3(g)(1), many reportable transactions must be disclosed on Form 4 before the end of the second business day following the day on which the transaction was executed. The new interpretation clarifies that the date from which the Form 4 filing period begins is determined in the time zone where the transaction was executed, rather than changing the rules governing how the filing deadline is calculated. Accordingly, while the transaction date is determined based on the local date where the transaction was executed, the resulting filing deadline remains subject to the applicable Section 16 and EDGAR filing requirements, including the 10:00 p.m. U.S. Eastern Time filing cutoff.

Application to Foreign Private Issuers

The new interpretation is especially relevant to directors and officers of foreign private issuers (FPIs) with equity securities registered under Section 12 of the Exchange Act, who became subject to Section 16(a) on March 18, 2026, under the Holding Foreign Insiders Accountable Act. SEC exemptive orders provide relief to insiders of certain FPIs organized in qualifying jurisdictions and subject to qualifying foreign reporting requirements, so FPI insiders should first confirm whether relief applies before assessing their Form 4 obligations.

The guidance may be particularly relevant to:

• FPI directors and officers subject to Section 16(a) who do not qualify for exemptive relief; and
• any Section 16 reporting person, including directors, officers and 10% beneficial owners of domestic issuers, who trades on a foreign exchange or from a location where the local date may differ from the U.S. Eastern date.

Transactions Executed in a Later Time Zone

The SEC’s interpretation considers a Section 16 reporting person who sells shares on a foreign exchange at 9:00 a.m. local time on Aug. 25, 2026, while it is still Aug. 24, 2026, in the U.S. Eastern time zone. The staff concluded that the Form 4 deadline should be calculated beginning with Aug. 25, 2026, the transaction date in the time zone where the transaction was executed. Accordingly, the Form 4 would have been due before the applicable EDGAR filing deadline on Aug. 27, 2026, the second business day following the local transaction date.

For example, if a reporting person executes a transaction in Japan on Tuesday morning local time, while it is still Monday in the U.S. Eastern time zone, Tuesday is the transaction date for purposes of calculating the Form 4 deadline. Assuming Wednesday and Thursday are U.S. business days, the Form 4 would be due by 10:00 p.m. U.S. Eastern Time on Thursday, the second U.S. business day following the local transaction date.

The SEC’s interpretation therefore may provide reporting persons with additional preparation time when a transaction occurs in a location ahead of the U.S. Eastern time zone and the local transaction date is one calendar day later than the Eastern Time date.

Transactions Executed in an Earlier Time Zone

CFI 135.05 does not expressly address the reverse scenario, where a transaction is executed in a location where the local calendar date is earlier than the date in the U.S. Eastern time zone.

Although the rationale underlying the new interpretation may inform the analysis, companies and reporting persons should not assume that the staff has resolved this reverse-time-zone scenario. Pending further guidance, stakeholders may wish to evaluate the applicable deadline conservatively and coordinate with Section 16 counsel and filing personnel when a transaction occurs while the local and U.S. Eastern calendar dates differ.