Foreign Private Issuer

Foreign Private Issuer (FPI) is the US Securities and Exchange Commission regulatory category applied to non-US-domiciled issuers registered with the SEC under the Securities Exchange Act of 1934. FPI status under SEC Rule 405 carries reduced disclosure obligations and operational accommodations relative to domestic US issuers.

Key structural features of FPI status include:

— Annual reporting on Form 20-F (rather than the more frequent Form 10-K, 10-Q, and 8-K disclosures applicable to domestic US issuers) — Reduced executive-compensation disclosure — Reduced proxy-statement obligations — Accommodation of home-jurisdiction corporate-governance practices

Israeli-domiciled companies listing on NASDAQ or NYSE typically operate as FPIs unless specifically opting into domestic-issuer status. Major Israeli FPIs include Check Point, NICE, Tower Semiconductor, Elbit Systems (alongside the TASE primary listing), and substantially the broader Israeli-domiciled public-company tier on US exchanges.

US-incorporated parent entities with substantial Israeli operating subsidiaries (the Delaware C-Corp structure commonly used by Israeli-founded technology companies) typically do not qualify for FPI status — their domestic incorporation places them in the domestic-issuer reporting category.

The FPI regulatory architecture operates as a structural variable in cross-border holding-structure decisions for Israeli-founded companies covered in The Olam's Diaspora Investment cluster.

See also: /glossary/dual-primary-listing/, /glossary/delaware-c-corp/, /diaspora-investment/cross-border-architecture/