What’s happened: A new two year delay for Rule 13f-2
Only a few weeks ago we speculated on what the future held for Rule 13f-2. Now, after months of delays, we have our answer.
On 3 December 2025, the Securities and Exchange Commission (SEC) issued an exemptive order extending the compliance deadline for filing Form SHO from 17 February 2026 to February 2028 - a full two years out.
The first delay
The first extension was relatively well justified. The SEC was significantly behind in releasing the technical specifications for Form SHO. “Final” specs were issued on 16 December 2024 for an initial monitoring start date of 2 January 2025. The Commission also did not release the FAQs addressing fundamental interpretive and technical questions, such as required data elements, date validation logic, and Threshold B guidance.
Why the delay happened this time: The Fifth Circuit Remand
The basis for the extension to February 2028 was the August 2025 opinion of the Fifth Circuit, which heard a challenge to the rules and remanded Rule 13f-2 and the securities-lending rule (10c-1a) back to the SEC. The court instructed the Commission to consider and quantify the cumulative economic impact of the rules consistent with its opinion.
The SEC’s order held that, “The temporary exemptions will allow the Commission time to respond to the Court’s opinion and take any further appropriate actions, which may include proposing amendments to the Rules. In addition, the temporary exemptions will allow these actions to occur in a manner that could minimise potential costs entities may incur to comply with any provisions of the Rules that could change.”
In other words: the SEC needs time to address the court’s economic-analysis concerns and may even alter the rules themselves.
Why a two-year extension?
Although the Fifth Circuit’s remand focused on a narrow issue, the SEC’s economic analysis, the Commission chose a two-year extension to the Form SHO compliance date. That timeline is longer than what would typically be required to revise an economic analysis, but several factors give colour to the decision.
The Fifth Circuit’s remand pointed toward an analytical gap, rather than a substantive problem surrounding the rules. However, despite having several months to address that point, the SEC did not do so. This could signal the Commission’s intention to make broader revisions, including planned amendments to rule 13f 2.
Additionally, resource constraints have likely influenced the timeline. Staffing reductions as a result of DOGE cuts, as well as the longest government shutdown in U.S. history alongside the holiday period, slowed both rulemaking and the development of technical standards.
Considered together, these circumstances and influences explain the decision, including the SEC's longer extension, which purposefully give the Commission time to incorporate revisions.
What it means for managers now
For most managers, the takeaway is that the pressure valve has been released, but the underlying obligations have not disappeared. Firms should assume that Rule 13f-2 and Form SHO will return in revised form after the SEC completes its response to the Fifth Circuit. What’s yet to be determined is what any amendments might look like.
Firms should use the additional time to validate data sources and identify potential operational gaps. As seen over the past year, managers should also prepare for an extended period of ambiguity. Staying flexible and monitoring for regulatory signals will be important.
