Cross-border SEC spotlight: Preparing the 2025 20-F

Foreign private issuers (FPIs) with a calendar year end must file their annual report on Form 20-F for the fiscal year ending December 31, 2025 (the 2025 20-F) with the U.S. Securities and Exchange Commission (the SEC) no later than April 30, 2026. This end-of-year Hogan Lovells Cross-border SEC spotlight provides an overview of recent developments, trends and topics that FPIs should bear in mind when preparing their 2025 20-F. What's new for the 2025 20-F at a glance The headline for this annual reporting season is that, although the SEC has made it clear that potentially significant changes to its disclosure regime may be forthcoming in 2026, there are no new Form 20-F disclosure requirements for the 2025 20-F. While there are no new requirements, during 2025 the staff of the Division of Corporation Finance (the Staff) issued interpretive guidance on Item 16F disclosures regarding changes in a company's certifying public accountant and clawback disclosures. This SEC spotlight examines this guidance, provides a reminder of recent updates to Form 20-F and summarizes recent disclosure trends that FPIs should consider as they prepare their annual report disclosures. In addition, as a result of a legislative change on December 18, 2025, insider reporting obligations under Section 16(a) of the Exchange Act have been extended to directors and officers of FPIs. As discussed below, this marks a significant departure from longstanding U.S securities regulation, which previously had exempted FPI insiders from all requirements of Section 16. Staff guidance issued in 2025 on existing Form 20-F disclosure requirements Disclosure regarding a change in certifying accountant (Item 16F) On March 20, 2025, the Staff issued Compliance and Disclosure Interpretation (C&DI) 110.10 under "Exchange Act Forms" on Item 16F(a) of Form 20-F. Item 16F(a) requires an FPI to disclose a change in its certifying accountant that occurred during the two most recent fiscal years or during any subsequent interim period. Instruction 2 to Item 16F states that the required disclosure need not be provided if it has been "previously reported" (i.e., if it has been reported in, among other things, a report filed under Exchange Act Section 13 or 15(d)). The Staff clarifies in C&DI 110.10 that if an FPI has already reported the required information about a change in its certifying accountant in a Form 6-K, then the information is considered "previously reported" and the FPI is not required to include it in the FPI's annual report on Form 20-F. This interpretation reflects the SEC's intent to avoid duplicative reporting while maintaining transparency in disclosures about auditor transitions. Completing restatement check boxes (Front cover/Item 6.F) On April 11, 2025, the Staff published six C&DIs (104.20 to 104.25) providing guidance on the check boxes that must be marked, and disclosures that must be made, when a U.S.-listed issuer has an accounting restatement that may trigger a clawback of erroneously-awarded compensation under Exchange Act Rule 10D-1 and the related stock exchange listing standards. As a reminder, when filing their annual report on Form 20-F, FPIs must consider two check boxes on the front of the Form. The first check box, referred to as the error correction check box, asks the FPI to disclose whether the financial statements of the registrant included in the filing correct an error to previously issued financial statements. The second check box, referred to as the recovery analysis check box, asks whether the corrected error indicated by marking the first check box is a restatement requiring a clawback analysis under Exchange Act Rule 10D-1. The related disclosure requirements are set forth in Item 6.F of Form 20-F. Annual FPI wrap – developments and trends impacting the 2025 annual report on Form 20-F Cross-border SEC spotlight