WilmerHale
MONTH-IN-BRIEF (Feb 2025)
SEC Grants a One-Year Exemption from Rule 13f-2 Compliance and Form SHO Reporting
By Karen Liu, Reid & Wise LLC
On February 7, 2025, the U.S. Securities and Exchange Commission (“SEC”) provided a temporary one-year exemption (from February 7, 2025, to January 2, 2026) (the “Exemption”) from compliance with Rule 13f-2 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and from the relevant reporting on Form SHO. Accordingly, the first Form SHO filings for in-scope institutional investment managers would be due upon the fourteenth calendar day after the end of January 2026, for the January 2026 reporting period. Because of two weekend days and a following federal holiday, the first filing due date would be February 17, 2026.
Rule 13f-2 was adopted by the SEC on October 13, 2023; it requires institutional investment managers that meet or exceed certain specified thresholds to file Form SHO with the SEC via the SEC’s EDGAR system within fourteen calendar days after the end of each calendar month with regard to certain equity securities. Rule 13f-2 took effect on January 2, 2024. The compliance date was January 2, 2025. Without the Exemption, the initial Form SHO filings were originally due by February 14, 2025, for the January 2025 reporting period.
