SEC Hit the Brakes (Again): Rule 13f-2 and Form SHO Compliance Delayed to 2028

On December 3, 2025, the SEC granted additional temporary relief, extending the exemption from reporting on Form SHO to January 2, 2028. Instead of the previously set deadline of first filing in February 2026, the compliance date for first filing Form SHO has been extended by a full two years to February 2028.

Why the Two-Year Timeout?

This significant delay is directly linked to an August 2025 opinion from the Fifth Circuit Court of Appeals. The court challenged the rules, specifically remanding Rule 13f-2 and the securities-lending rule (10c-1a) back to the SEC.

The court instructed the Commission to reconsider and quantify the cumulative economic impact of the rules. The SEC’s exemptive order stated that the temporary extension is necessary to:

1. Allow the Commission time to respond to the Court’s opinion.

2. Take appropriate actions, which may include proposing amendments to the Rules.

3. Minimize potential costs for entities that would have had to comply with provisions that might change later.

Key Takeaways for Investment Managers:

• Stay Vigilant: The regulatory landscape remains fluid. Managers should stay cognizant and monitor for any new regulations, such as Rule 13f-2 and Form SHO.
• Validate and Identify: Use the extra two years to thoroughly validate data sources and identify any operational gaps that would have complicated the initial filing process.
• Plan to Respond: Preparation is key once rules are known when they become effective. Managers should stand ready with a well-defined roadmap in place to implement the policies, operations and systems.