13F Filing Deadline 2026: A Practitioner Walkthrough

If you manage $100 million or more in Section 13(f) securities, you have four hard deadlines in 2026. Miss one and you are not just late on a form, you are potentially flagged in an SEC exam that listed 13F compliance as a priority this year. This walkthrough covers the exact dates, the arithmetic behind them, the threshold mechanics that trip up first-time filers, and the operational traps that catch even experienced compliance teams.

What Are the 13F Filing Deadlines for 2026?

The statutory rule under Rule 13f-1(a)(1) is 45 calendar days after each calendar quarter-end. When the 45th day falls on a weekend or federal holiday, the deadline rolls to the next business day. Two of the four 2026 dates trigger that adjustment.

As the SEC's own FAQ states: "The filing is due within 45 days after December 31, or, stated differently, by February 14 of the subsequent calendar year." Because February 14, 2026 is a Saturday, the actual deadline is Monday, February 17. The same logic applies to November 14, which is also a Saturday, pushing the Q3 deadline to November 16.

Key takeaway: If your compliance calendar still shows February 14 or November 14, fix it now. Those are the raw arithmetic dates, not the legal deadlines.

For the full date-by-date breakdown and adjustment logic, see 13F Filing Dates 2026: Every Deadline, the Adjustment Logic, and What to Do Now.

Who Is Required to File Form 13F?

Any institutional investment manager that uses U.S. interstate commerce in its business and exercises investment discretion over $100 million or more in Section 13(f) securities must file, per Section 13(f)(1) of the Securities Exchange Act of 1934. Three details determine whether that applies to your firm.

The $100 Million Threshold Is Not Total AUM

This is the most common misconception. The threshold applies specifically to Section 13(f) securities: exchange-traded equities, certain equity options and warrants, shares of closed-end investment companies, and certain convertible debt securities. Mutual funds are not on the list.

A manager with $300 million in total AUM but only $90 million in Section 13(f) securities does not file. Run your threshold analysis against the SEC's Official List of Section 13(f) Securities, not your total book.

How and When the Threshold Is Measured

The $100 million figure is measured by aggregate fair market value on the last trading day of any month of any calendar year. Crossing the threshold in a single month triggers the filing obligation for the entire subsequent calendar year.

Here is the practical implication: if your firm crosses $100 million in Section 13(f) securities on the last trading day of August 2026, your first-ever Form 13F is due February 16, 2027 (45 days after December 31, 2026). You then file quarterly throughout 2027, even if your holdings drop below $100 million during the year. The obligation runs for the full subsequent calendar year.

Foreign Managers and Governmental Entities Are Not Exempt

Two categories of filers frequently assume they are off the hook. They are not.

• Foreign managers: A non-U.S. institutional investment manager must file if it uses any means or instrumentality of U.S. interstate commerce and exercises investment discretion over $100 million or more in Section 13(f) securities. There is no geographic carve-out in Section 13(f)(1).
• Governmental entities: Municipal pension funds, sovereign wealth funds, and other government-related entities are institutional investment managers for 13F purposes. The SEC FAQ is explicit: "person" includes "a natural person, company, government, or political subdivision, agency, or instrumentality of a government."

Note also that a trustee is an institutional investment manager, but a natural person exercising investment discretion solely over their own account is not.

Investment Discretion vs. Beneficial Ownership

Form 13F is triggered by investment discretion, not beneficial ownership. These are different legal concepts. A manager has investment discretion if it has the power to determine which securities are bought or sold, even if someone else is nominally responsible for the investment decision. Beneficial ownership, by contrast, is the operative concept for Schedule 13D and 13G. Conflating the two leads to either over-filing or under-filing. For the beneficial ownership side of this analysis, see The Beneficial Ownership 5% Threshold Explained.

How to Prepare and Submit a Form 13F on EDGAR

The mechanics of an EDGAR submission catch more filers than the deadline arithmetic does. Here is the step-by-step process.

Step 1: Confirm Your Holdings Against the Official 13(f) List

The SEC publishes its Official List of Section 13(f) Securities quarterly, shortly after each quarter-end. Pull the list that corresponds to your reporting quarter and reconcile your discretionary holdings against it. Only securities on the list are reportable. Do not include short positions, Form 13F covers long positions only. (For what changed on the short-sale side, see Form 13F Short Positions Not Reported: Why, and What Changed in 2026.)

Step 2: Apply the Small Holding Exception

You may omit a position entirely if the aggregate holding is fewer than 10,000 shares AND the fair market value is less than $200,000. This is an all-or-nothing exception per security: you cannot omit part of a position.

Step 3: Determine Discretion Type for Each Position

For each reportable security, classify the discretion as:

• Sole: you alone control the position
• Shared-defined: discretion is shared with a related entity under common control
• Shared-other: any other shared arrangement

For large asset management groups with affiliated entities, the reporting manager vs. other manager distinction matters here. One manager may file on behalf of another, but the allocation of reporting obligations across affiliated entities must be documented and consistent.

Step 4: Build the Filing in XML Format

ASCII text-based format was discontinued on May 20, 2013. Every Form 13F must now be submitted either through the online form on the EDGAR Filing Website (which constructs the Information Table in XML automatically) or by constructing the entire filing according to the EDGAR XML Technical Specification.

Under the June 2022 amendments (SEC Release No. 34-95148), effective January 3, 2023, the amended form also requires:

• Dollar values rounded to the nearest dollar (not the nearest $1,000 as previously required)
• Reporting of Central Registration Depository number and SEC file number, if applicable
• Option to include a FIGI (Financial Instrument Global Identifier) in addition to, but not instead of, the CUSIP number
• A checkbox on the Summary Page indicating whether confidential treatment is being requested

Step 5: Submit Before 5:30 p.m. ET on the Deadline Day

This is the operational trap that most deadline articles underemphasize. EDGAR accepts filings from 6 a.m. to 10 p.m. ET on weekdays. But filings submitted after 5:30 p.m. ET receive the next business day's filing date, not the submission date.

A 13F submitted at 6:00 p.m. on August 14 is technically filed on August 17 and is late.

Form 13F is not among the exceptions (Schedules 13D and 13G, Section 16 filings, and Rule 462(b) registration statements) that receive the actual submission date regardless of time. Set your internal deadline at 5:00 p.m. ET to absorb last-minute EDGAR errors, reviewer sign-offs, and system slowdowns.

Key takeaway: The 10:00 p.m. EDGAR window is not your deadline. 5:30 p.m. is the cutoff for same-day filing. Build your internal process around 5:00 p.m.

One additional note for the August 14 deadline: the SEC announced on June 1, 2026 that the June 2026 EDGAR release was cancelled. Monitor the EDGAR submissions page for any system notices ahead of that date.

Step 6: File Confidential Treatment Requests Electronically

If you want to protect specific holdings from public disclosure, you must request confidential treatment. Since February 28, 2023, all confidential treatment requests must be filed electronically on EDGAR. Paper submissions are no longer accepted.

The amended Form 13F includes a checkbox on the Summary Page to indicate that confidential treatment is being requested. The confidential treatment instructions (2.d. and 2.e.) were also updated in the June 2022 amendments to address the harm standard and the period of confidential treatment requested. Prepare the confidential treatment application as a separate EDGAR submission concurrent with the public filing.

February 17, 2026: A Triple-Deadline Day

February 17, 2026 was not just the Q4 2025 Form 13F deadline. For many institutional managers, it was a triple obligation.

Form SHO Under Rule 13f-2

Rule 13f-2 and Form SHO created a new short-sale transparency obligation that became live with its first filing deadline on February 17, 2026, covering the January 2026 reporting period. The SEC had granted a temporary exemption in February 2025 because technical compliance standards were only released on December 16, 2024, immediately before the holidays. As SEC Acting Chairman Mark Uyeda stated at the time: "This exemption gives filers more time to implement the technical updates required for compliance according to standards that were released only on Dec. 16, 2024, immediately prior to the holidays. Regardless of this exemption, abusive naked short selling as part of a manipulative scheme remains unlawful."

The exemption was not a repeal. Form SHO is live, and it must be filed within 14 calendar days after the end of each calendar month under Rule 13f-2. Not all 13F filers are also Form SHO filers: the obligation applies to managers that meet or exceed certain short-position thresholds. As Skadden has noted, "industry participants have highlighted certain ambiguities and compliance questions regarding the scope of Rule 13f-2." If you carry significant short positions, get legal counsel on whether you are in scope.

Form 13H Annual Update

Form 13H annual updates are due within 45 days after calendar year-end, the same 45-day rule as Form 13F. The Form 13H annual update for calendar year 2025 was therefore also due February 17, 2026. Large traders that directly or indirectly effect transactions in National Market System securities at or above 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month, must file. Amended Form 13H is also due promptly at the end of any calendar quarter in which any information becomes inaccurate.

What Other Filings Coincide With 13F Deadlines in 2026?

The four Form 13F deadlines (February 17, May 15, August 14, November 16) align with several other obligations for the same filer universe.

On Schedule 13G: per amendments effective September 30, 2024, qualified institutional investors must assess initial filing obligations and material-change amendments at each quarter-end, not just year-end. Schedule 13G is now also required in structured, machine-readable data language. If your firm holds 5% or more in a registered equity security, the Schedule 13G quarterly assessment deadline coincides exactly with your 13F deadline. For the full Schedule 13G analysis, see Schedule 13G Passive Investor Eligibility: 2026 Practitioner Walkthrough.

On Form N-PX: Day Pitney's 2026 compliance calendar explicitly notes that "institutional investment managers that file Form 13F should also consider the Form N-PX obligations." Form N-PX requires institutional investment managers to disclose how they voted proxies. The annual deadline is August 31, so it does not fall on the same date as Form 13F, but it applies to the same filer universe and should be on the same compliance calendar.

What Happens If You Miss a 13F Deadline?

A delinquent 13F filing is one submitted after the 45-day deadline. The SEC can identify delinquent filers through EDGAR's automated systems, and the consequences are not theoretical.

Section 13(f) of the Securities Exchange Act authorizes civil penalties for failures to file. The SEC has brought enforcement actions against institutional managers for 13F violations, and 13F compliance has been listed as an exam priority. A pattern of late filings can also affect a firm's ability to rely on certain regulatory exemptions and can surface in due diligence by institutional investors and counterparties.

There is no Form 12b-25 extension mechanism for Form 13F (that extension applies to 10-K and 10-Q filings). If EDGAR experiences a system outage on or near a deadline, contact the SEC's EDGAR help desk and document the outage. The SEC has historically provided relief for filers who cannot submit due to EDGAR technical failures, but that relief is not automatic and requires prompt action.

FAQ

What is the 13F filing deadline for Q3 2026? November 16, 2026. The raw 45th day after September 30 is November 14, which falls on a Saturday, so the deadline rolls to the next business day.

Who is required to file Form 13F? Institutional investment managers that use U.S. interstate commerce in their business and exercise investment discretion over $100 million or more in Section 13(f) securities. This includes RIAs, banks, broker-dealers, pension funds, foreign managers, and governmental entities such as municipal pension funds.

How often do companies have to file 13F? Quarterly, within 45 calendar days after each calendar quarter-end (March 31, June 30, September 30, December 31).

Does the $100 million threshold apply to total AUM? No. It applies specifically to Section 13(f) securities, not total assets under management. A manager with $300 million in total AUM but only $90 million in Section 13(f) securities is not required to file.

What time does EDGAR stop accepting 13F filings on the deadline day? EDGAR accepts filings until 10:00 p.m. ET, but filings submitted after 5:30 p.m. ET receive the next business day's filing date. For Form 13F, that means a 5:31 p.m. submission on the deadline day is technically late. Set your internal cutoff at 5:00 p.m. ET.

When does a first-time filer have to submit its first Form 13F? The first filing is due 45 days after December 31 of the year in which the manager crossed the $100 million threshold on the last trading day of any month. If you crossed the threshold in August 2026, your first Form 13F is due February 16, 2027.

Are foreign managers required to file Form 13F? Yes, if they use any means or instrumentality of U.S. interstate commerce and exercise investment discretion over $100 million or more in Section 13(f) securities. There is no exemption for non-U.S. managers.

For a detailed walkthrough of the EDGAR submission process itself, see How to File Form 13F. For the five operational traps that most commonly cause late filings beyond the date arithmetic, see Form 13F Filing Deadline: 5 Operational Traps Beyond the 45-Day Rule.