Written by Mark Buckley-Jones
Director
On February 7, 2025, the SEC announced a temporary exemption delaying compliance with Rule 13f-2 and the corresponding Form SHO reporting requirements. Under this exemption, institutional investment managers meeting the reporting thresholds will now have until February 17, 2026, to submit their first Form SHO filings, covering the January 2026 reporting period. The original deadline was February 14, 2025.
The reporting thresholds triggering the need to file Form SHO with respect to equity securities registered with the SEC, or for which the issuer is required to file reports with the SEC, as set out in the final rule (“Reporting Company Issuer”) are:
- A monthly average of daily gross short positions at the close of regular trading hours in the equity security with a US dollar value of $10 million or more; or
- A monthly average of daily gross short positions at the close of regular trading hours as a percentage of shares outstanding in the equity security of 2.5% or more.
For securities relating to a non–Reporting Company Issuer, the reporting threshold is a gross short position in the equity security with a US dollar value of $500,000 or more at the close of regular trading hours on any settlement date during the calendar month.
Key Takeaways:
- Extended Filing Deadline: Form SHO filings under Rule 13f-2 are now due by February 17, 2026, rather than February 14, 2025.
- Ongoing Reporting Obligation: Once in effect, Form SHO must be submitted via EDGAR within 14 calendar days after the end of each month.
- SEC Data Disclosure: The SEC will aggregate and publish information on reported equity securities based on these filings.
Next Steps for Investment Managers:
Firms subject to Rule 13f-2 should adjust their compliance plans accordingly and ensure their reporting systems are ready ahead of the new February 17, 2026, deadline.
For more details, refer to the SEC Press Release.
