Exemption From Exchange Act Rule 13f-2 and Related Form SHO (02/07/25)
On February 7, 2025, the SEC issued a temporary exemptive order pursuant to Section 13(f)(3) of the Securities Exchange Act from compliance with Rule 13f-2 and Form SHO. Rule 13f-2 requires institutional investment managers that file Form 13F and meet or exceed certain specified short reporting thresholds to file Form SHO with the SEC within 14 calendar days after the end of each calendar month with regard to certain equity securities. As a result of the exemption, filings on initial Form SHO, which were originally due by February 14, 2025, will now be due by February 17, 2026, for the January 2026 reporting period. The extension gives managers at least one extra year to prepare for the new filing. In addition, as industry groups have challenged the rule as exceeding the SEC's authority, with oral arguments heard in the Fifth Circuit Court of Appeals in October 2024, the exemption provides additional time for a decision in that case. Moreover, given the new Commission composition and a shift from the aggressive rulemaking posture under the prior Commission, there is renewed hope that the rulemaking will be reversed.
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