Rule 13f-2 and Form SHO

The exemptive relief provides an additional two-year temporary exemption from compliance with Rule 13f-2 and the associated Form SHO filing requirements, making January 2028 the first Rule 13f-2 reporting period, with the first Form SHO filings due by February 14, 2028.^[2]

Rule 13f-2 requires institutional investment managers that exercise investment discretion over gross short positions in equity securities exceeding certain reporting thresholds to submit a Form SHO filing to the SEC within 14 calendar days of month end.^[3] January 2025 was initially set to be the first Rule 13f-2 reporting period, with initial Form SHO filings due by February 14, 2025.^[4] However, on February 7, 2025, the SEC announced a one-year temporary exemption from compliance with Rule 13f-2 and accompanying Form SHO filing requirements.^[5] This temporary relief made January 2026 the first Rule 13f-2 reporting period, with the first Form SHO filings due by February 17, 2026. As noted above, the exemptive relief extends the compliance date such that January 2028 will be the first Rule 13f-2 reporting period, with initial Form SHO filings due by February 14, 2028.^[6]

Rule 10c-1a

The exemptive relief also extended the deadline to comply with Rule 10c-1a’s requirement to report information regarding covered securities loans to the Financial Industry Regulatory Authority (FINRA)^[7] until September 28, 2028, and the requirements under subparts (g) and (h)(3) for FINRA to publicly disseminate this information until March 29, 2029.^[8]

Rule 10c-1a requires, among other things, that any covered person who agrees to a covered securities loan on behalf of itself or another person must report, within designated time periods, certain information to FINRA.^[9] The initial deadline for compliance with Rule 10c-1a’s requirement for covered persons to report to FINRA was January 2, 2026, and the initial deadline for FINRA to publicly report was April 2, 2026.^[10] On July 28, 2025, the SEC announced a temporary exemption, extending the reporting deadline until September 28, 2026, and the dissemination deadline until March 29, 2027.^[11]

SEC review of the rules

The exemptive relief was granted following the US Court of Appeals for the Fifth Circuit’s decision to remand the rules to the SEC for further consideration of the cumulative economic impact of their implementation.^[12] The SEC noted that this temporary exemption will give it time to “respond to the Court’s opinion and take any further appropriate actions, which may include proposing amendments to the Rules,”^[13] which is consistent with SEC Chairman Paul S. Atkins’s statement following the Court’s decision.^[14] Accordingly, the SEC may take further action with respect to Rules 13f-2 and 10c-1a at a later date.

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