On December 3, 2025, the SEC issued an order extending, for an additional two years, exemptive relief from compliance with the short sale disclosure requirements of new Rule 13f-2 under the Securities Exchange Act of 1934, and related reporting requirements on new Form SHO, as well as the securities lending disclosure requirements of new Rule 10c-1a under the Exchange Act (the Rules).
The SEC adopted the Rules in October 2023. Rule 13f-2 requires institutional investment managers to file confidential monthly reports with the SEC on Form SHO regarding certain short sale activity and positions for which a manager exercises investment discretion. Rule 10c-1a requires “covered persons” to report certain details regarding securities lending transactions to a registered national securities association (RNSA) and that the RNSA make publicly available, subject to certain confidentiality requirements, certain information it receives on reported securities loans. In February 2025, the SEC issued a one-year exemption from compliance with Rule 13f‑2 and the related reporting on Form SHO, resulting in a compliance deadline of January 2, 2026. In July 2025, the SEC granted exemptive relief from compliance with the reporting requirement under Rule 10c-1a until September 28, 2026, and the requirement for the RNSA to publicly report certain information regarding securities loans until March 29, 2027. In August 2025, following a challenge to the Rules by industry groups, the U.S. Court of Appeals for the Fifth Circuit remanded the Rules to the SEC to allow it to consider and quantify the cumulative economic impact of the Rules.
In granting the latest exemptions, the SEC stated that the exemptions were “necessary in the public interest and consistent with the protection of investors” and will allow the SEC time to respond to the Fifth Circuit’s opinion “and take any further appropriate actions, which may include proposing amendments to the Rules.” The exemption from compliance with Rule 13f-2 and Form SHO reporting now ends on January 2, 2028, with Form SHO filings due within 14 calendar days after the end of January 2028 (i.e., February 14, 2028). The exemption from compliance with the reporting requirement under Rule 10c-1a now ends on September 28, 2028, with the requirement for the RNSA to publicly report certain information regarding securities loans extended until March 29, 2029.
The SEC’s order is available here.
