The SEC has issued an exemptive order extending the deadline for the 2023 amendments to the Exchange Act Rule 13f-2 and Form SHO to January 2, 2028, a two-year addition to their initial January 2, 2026, extension issued in February 2025. The first filing under the new requirements, which was first due on February 14, 2025, then extended to February 14, 2026, is now moved to February 14, 2028.
The 2023 amendments required:
- Institutional investment managers holding short positions exceeding $10 million or 2.5% of a company’s shares to report their total short positions in that stock at the end of the month.
- Institutional investment managers are to report their net activity (including options) in the stock on each settlement date during the month.
The increased transparency, mandated by the Dodd Frank Wall Street Reform and Consumer Protection Act of 2019, was intended to enhance the SEC’s ability to detect market manipulation and protect against systemic risks that could destabilize the market. Several industry associations sued the SEC to overturn the amendments contending that the SEC should have considered the economic effect of the rule 13f-2 amendments together with the economic impact of new rule 10c-1a, which requires reporting of certain securities loans.
On August 25, 2025, a three-judge panel of the Fifth Circuit Court of Appeals agreed with this argument and remanded the case to the SEC to evaluate the cumulative economic impact of these rules.
The text of the December 3 order and the length of the extension both suggest that the SEC intends to use this opportunity to modify the 2023 amendments substantially before they take effect. Commissioner Caroline Crenshaw issued a statement challenging the lawfulness of this action, characterizing the Commission’s action as “repeal by extension.”
ACA will continue to monitor the SEC’s progress and provide updates accordingly.
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