Infosys (NYSE: INFY) gains SEC relief on insider Forms 3, 4, 5

Rhea-AI Filing Summary

Infosys Limited reports that the U.S. SEC has issued an exemptive order dated May 20, 2026, covering certain foreign private issuers. Because Infosys is incorporated in India and subject to the SEBI Prohibition of Insider Trading Regulations, it qualifies to rely on this order.

As a result, Infosys directors and officers are now exempt from filing SEC Forms 3, 4, and 5 under Section 16(a) of the Exchange Act. These individuals, known under Indian law as Key Managerial Personnel, will continue to disclose their transactions in Infosys securities through SEBI PIT filings, which will remain publicly available in English within two business days of posting.

Key Figures

SEC exemptive order date: May 20, 2026 Disclosure timeframe: Two business days

2 metrics

SEC exemptive order date May 20, 2026 Date SEC issued Section 16(a) exemptive order

Disclosure timeframe Two business days SEBI PIT filings must be public within this time

Key Terms

Section 16(a), foreign private issuer, SEBI PIT Regulations, Key Managerial Personnel, +1 more

5 terms

Section 16(a) regulatory

"The Order grants directors and officers of certain foreign private issuers an exemption from the reporting requirements of Section 16(a) of the Exchange Act."

foreign private issuer regulatory

"The Order grants directors and officers of certain foreign private issuers an exemption from the reporting requirements of Section 16(a)."

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

SEBI PIT Regulations regulatory

"the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the “SEBI PIT Regulations”) have been designated as a “qualifying regulation.”"

Key Managerial Personnel financial

"Infosys’ directors and officers (referred to under Indian law as Key Managerial Personnel, or “KMPs”) will continue to satisfy their disclosure obligations."

exemptive order regulatory

"the U.S. Securities and Exchange Commission issued an exemptive order (Release No. 34-105517) pursuant to Section 16(a)(5)."

A regulatory agency's formal permission that lets a company or fund temporarily or permanently skip or change a specific rule it would normally have to follow. Think of it as a special waiver or shortcut granted for particular circumstances; for investors it matters because it can change how a product is structured, how much risk or transparency exists, or what fees and conflicts are allowed, all of which can affect returns and investment safety.

Form 6-K: How Foreign Companies Report to the SEC →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number 001-35754

Infosys Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Electronics City, Hosur Road, Bengaluru - 560 100, Karnataka, India. +91-80-2852-0261

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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TABLE OF CONTENTS

ORDER EXEMPTING SEC SECTION 16(a) FILINGS

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ORDER EXEMPTING SEC SECTION 16(a) FILINGS

On May 20, 2026, the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order (Release No. 34-105517) (the “Order”) pursuant to Section 16(a)(5) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Order grants directors and officers of certain foreign private issuers an exemption from the reporting requirements of Section 16(a) of the Exchange Act.

Under the Order, India has been designated as a “qualifying jurisdiction” and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the “SEBI PIT Regulations”) have been designated as a “qualifying regulation.” As a foreign private issuer incorporated in India and subject to the SEBI PIT Regulations, Infosys Limited (“Infosys”) satisfies the conditions required to rely on the Order.

Accordingly, effective as of the date of the Order, directors and officers of Infosys are exempt from filing Forms 3, 4, and 5 with the SEC pursuant to Section 16(a) of the Exchange Act. Infosys’ directors and officers (referred to under Indian law as Key Managerial Personnel, or “KMPs”) will continue to satisfy their disclosure obligations with respect to transactions in Infosys securities through filings made under the SEBI PIT Regulations. In accordance with the conditions of the Order, such filings will continue to be made available in English to the general public within two business days of their public posting.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Infosys Limited
		/s/ A.G.S. Manikantha
		A.G.S. Manikantha
Date: May 28, 2026		Company Secretary

FAQ

What change does the May 2026 SEC order create for Infosys (INFY)?

The SEC’s May 20, 2026 order exempts Infosys directors and officers from Section 16(a) reporting on Forms 3, 4, and 5. Infosys qualifies because it is an Indian foreign private issuer subject to SEBI’s Prohibition of Insider Trading Regulations.

Are Infosys (INFY) insiders still required to disclose trades after this SEC exemption?

Yes, Infosys insiders must still disclose trades through SEBI Prohibition of Insider Trading (PIT) Regulation filings. These disclosures replace SEC Forms 3, 4, and 5 and will remain publicly accessible in English within two business days of being posted.

Why is Infosys (INFY) eligible for the SEC Section 16(a) exemption?

Infosys is eligible because India is designated a qualifying jurisdiction and SEBI PIT Regulations are a qualifying regulation. As an Indian foreign private issuer subject to those rules, Infosys satisfies all conditions to rely on the SEC’s Section 16(a) exemptive order.

Which SEC forms are Infosys (INFY) directors and officers exempt from filing?

Infosys directors and officers are exempt from filing SEC Forms 3, 4, and 5 under Section 16(a) of the Exchange Act. This follows the SEC’s May 20, 2026 exemptive order for qualifying foreign private issuers and their insiders.

How quickly will Infosys (INFY) insider filings under SEBI rules be available?

Filings made under the SEBI Prohibition of Insider Trading Regulations must be made available in English to the public within two business days of their public posting. This ongoing availability is a condition of the SEC’s exemptive order for Infosys insiders.

Who is covered by the SEC Section 16(a) exemption at Infosys (INFY)?

The exemption covers Infosys directors and officers, referred to under Indian law as Key Managerial Personnel. These individuals are no longer required to file SEC Forms 3, 4, and 5 but must continue disclosures via SEBI PIT Regulation filings.