Earlier this year, compliance teams around the globe were already monitoring their short positions in accordance with Rule 13f-2, preparing for their first Form SHO filing on Valentine’s Day 2025 - only to be stood up. The adopted rule would require investment managers globally that meet or exceed certain thresholds to file Form SHO with the SEC within 14 days after the end of each calendar month via EDGAR.
The long-awaited and highly anticipated first date was delayed when the SEC issued an exemptive order extending the compliance deadline for filing Form SHO from 14 Feb 2025 to 17 Feb 2026.
What happens now? Will investment managers' second attempt at a first filing happen on schedule?
Growing uncertainty around the timeline
Following the delay, a legal challenge to 13f-2 and related rules (including 10c-1a) moved through the courts, adding further complexity. That process ended this summer when the 5th Circuit Court issued its opinion on 25 August 2025, remanding the rules back to the SEC for a new economic analysis.
The SEC now has a few options for ways to proceed, however, all of them require publishing a new or supplemental economic analysis of the cumulative economic impact of the securities lending and the short sale rules. These analyses are resource-intensive at a time when the SEC is experiencing both staffing constraints and operational disruptions, including the longest federal government shutdown in U.S. history.
The SEC has not issued any new materials since the statement on 5 September 2025, when SEC Chair Paul Atkins directed the Commission to evaluate the rules in light of the opinion levied in August. Until further guidance is published, uncertainty around the timeline remains high.
The deadline remains in place - so preparation still matters
While there are signs the SEC faces a challenging path to meeting the current deadline, the existing deadline, less than three months away, remains in place until the SEC releases guidance suggesting otherwise. Without formal communication from the SEC, firms must continue to assume the rule will become effective as scheduled.
Compliance teams should therefore maintain operational readiness, keep monitoring processes and data pipelines active, and ensure governance frameworks remain in place. Even if delays occur, accurate short-position tracking and supporting infrastructure are still required, and any future amendments following a new analysis could introduce additional obligations - making flexible, scalable compliance capabilities all the more important.
A regulatory process still in motion
Each passing week without updated guidance from the SEC increases questions about the feasibility of the existing deadline, but the regulatory process is still unfolding. Staffing constraints, the need for a comprehensive economic review, and the fallout from recent litigation all contribute to the uncertainty, yet none of these factors change the underlying need for firms to be ready when the rule does take effect - whether on the current date or after the adjustment.
For now, the prudent approach for investment managers is to stay prepared, maintain monitoring workflows, and ensure the controls required under 13f-2 can be demonstrated whenever the SEC confirms the final timeline.
