Short Sale Reporting on Form SHO: Compliance Date Further Extended to 2028
2025年12月09日The date for complying with new Rule 13f-2 and filing Form SHO has been extended once more, with the first filings by covered institutional investment managers now being due February 14, 2028.
The US Securities and Exchange Commission adopted Rule 13f-2 under the Securities Exchange Act of 1934 in October 2023, which requires certain institutional investment managers to file new Form SHO to report short positions that exceed specified thresholds in a calendar month.
In February 2025, the SEC announced a temporary exemption from compliance with the rule until January 2, 2026. Under that exemption, the first filings on Form SHO would have been due by February 17, 2026.
Shortly after Rule 13f-2 was initially adopted, several industry groups challenged its adoption under the Administrative Procedures Act arguing that, among other things, the SEC had failed to assess the cumulative economic impact of Rule 13f-2 and an additional rule requiring reporting of securities lending activity adopted on the same date. On August 25, the US Court of Appeals for the Fifth Circuit remanded the rules to the SEC to consider and quantify their cumulative economic impact.
On December 3, 2025, the SEC granted additional temporary relief, extending the exemption from reporting on Form SHO to January 2, 2028, meaning the first filings will now not be due until February 14, 2028.
In announcing the temporary exemption, the SEC stated that the extension would allow the Commission time to respond to the court’s opinion and take any further appropriate actions, which may include proposing amendments.
For more information about Rule 13f-2 and Form SHO, please see our earlier LawFlashes:
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