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SEC Further Extends Form SHO Compliance Date to 2028

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December 4, 2025

SEC Further Extends Form SHO Compliance Date to 2028

On December 3, 2025, the Securities and Exchange Commission (the “SEC”) further extended the date for compliance with Rule 13f-2 under the Securities Exchange Act of 1934 (“Exchange Act”) and the related reporting on Form SHO to January 2, 2028. As a result of this extension, the first Form SHO filing deadline will be February 14, 2028.

The original compliance date (January 2, 2025) was first extended to January 2, 2026 by way of a temporary exemption issued by the SEC on February 7, 2025.

Under Rule 13f-2, an “institutional investment manager”¹ that meets or exceeds the applicable reporting threshold set forth in Rule 13f-2 in respect of an equity security² during a month is required to file Form SHO with the SEC within 14 calendar days after the end of that month to report specified gross short position and activity data for that equity security.

Seward & Kissel previously published a memorandum (available at the link below) that summarizes the new Rule 13f-2 requirements.

CLICK HERE TO READ THE FULL MEMORANDUM

Please contact an attorney in the Investment Management Group at Seward & Kissel LLP if you have any questions regarding this extension or on Form SHO in general.

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¹ As defined in Section 13(f)(6)(A) of the Exchange Act, the term “institutional investment manager” includes any: (i) entity investing in or buying and selling securities for its own account; or (ii) natural person or entity exercising investment discretion with respect to the account of any other person or entity (including any private or registered fund). While this definition also applies to institutional investment managers required to make quarterly filings on Form 13F, this rule does not solely apply to institutional investment managers required to make those filings.

² The term “equity security” is defined in Rule 3a11-1 of the Exchange Act and includes any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so. While Managers do not have to account for economic exposure to an underlying equity security created through the use of equity derivatives when calculating the reporting thresholds for reporting short sales of the underlying equity security, once a Manager meets or exceeds a particular reporting threshold for an underlying equity security, the Manager will be required to report certain short activity for each settlement date during the reporting calendar month, and that disclosure must take into account activity in options, tendered conversions, secondary offering transactions and other equity derivatives or activity that might affect the reported short positions on Form SHO.

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SEC Further Extends Form SHO Compliance Date to 2028

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