Highlights:
- Institutional investment managers now have until Jan. 2, 2028 to begin monthly reporting under Rule 13f-2/Form SHO, and securities lenders also receive an extension for Rule 10c-1a disclosures as specified in the order.
- The extension allows the SEC to address the Fifth Circuit’s remand for further economic-impact analysis and gives managers, including hedge funds, additional time to prepare for the new reporting framework.
The SEC has again delayed the deadline for institutional investment managers to begin monthly reporting of their short positions and short activity under Rule 13f-2 and its associated Form SHO. An order issued on Dec. 3, 2025 provides a temporary exemption from short reporting compliance until Jan. 2, 2028 — a delay of two years from the date on which compliance otherwise was scheduled to begin.
The order also extends the compliance deadline for Rule 10c-1a, a companion provision requiring securities lenders to disclose specified details of their activities.
The newly announced compliance extension was effectively prompted by the Fifth Circuit’s August 2025 decision in Nat’l Assoc. Priv. Fund Managers et al. v. SEC, which remanded Rules 13f-2 and 10c-1a to the SEC, without vacatur, for an analysis of their cumulative economic impact. The order describes the extension as giving the SEC time to respond to the Fifth Circuit opinion and to take further appropriate action, which may include proposing amendments to the rules.
The breathing room afforded by the order will be particularly welcomed by hedge fund managers, many of whom have expressed concerns about the operational and other challenges posed by the Rule 13f-2 short reporting requirements. The order states that managers’ initial Form SHO now will relate to the January 2028 monthly reporting period, and will be due within 14 days after the end of that month.
