Form 13F FAQ: 45-Day Deadline, Short Positions, and Every Rule Compliance Teams Actually Ask (2026)

Form 13F is the SEC's mandatory quarterly disclosure form for institutional investment managers holding $100 million or more in Section 13(f) securities. The form has existed since 1975, yet the same compliance questions surface every quarter: Do I report short positions? When exactly is the 45-day deadline? What changed after 2022? This FAQ answers all of them, with the precision a compliance officer needs to file correctly and on time.

Key takeaway: The SEC's own Form 13F FAQ covers 63+ questions and is the definitive primary authority. It represents staff guidance, not binding law, but it is the most authoritative practical reference available.

What Is Form 13F and Why Does It Exist?

Form 13F is a quarterly report filed with the SEC pursuant to Section 13(f) of the Securities Exchange Act of 1934. Congress enacted Section 13(f) in 1975 with a specific purpose: to increase public availability of information about institutional investors' securities holdings and, in doing so, increase investor confidence in U.S. markets.

As the SEC's FAQ states: "Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets."

The form is a public filing, available on EDGAR immediately upon submission. It is not a confidential regulatory report. That public nature is both the point of the regime and the reason managers sometimes seek confidential treatment for sensitive positions.

Who Must File Form 13F?

Any institutional investment manager (IIM) that exercises investment discretion over $100 million or more in Section 13(f) securities, and uses any means of U.S. interstate commerce in its business, must file. The definition of IIM is deliberately broad.

It covers two distinct categories:

• Entities that invest for their own account: banks, insurance companies, broker-dealers, corporations, and pension funds managing their own portfolios.
• Entities or persons that exercise investment discretion over others' accounts: investment advisers, trust departments, and trustees.

Several points catch managers off guard:

• SEC registration is irrelevant. Being registered as an investment adviser does not trigger the obligation, and not being registered does not exempt you. The obligation arises from the Exchange Act alone.
• Foreign managers are included if they use any means of U.S. interstate commerce (mail, phone, or electronic communication is sufficient) and meet the $100 million threshold. See SEC Release No. 34-14852 (June 15, 1978).
• Government pension fund managers qualify because "person" under Section 3(a)(9) of the Exchange Act includes governments and their instrumentalities.
• A natural person managing only their own account does not qualify, even if personal holdings exceed $100 million. A natural person managing someone else's account does qualify.
• Broker-dealers are not exempt simply because they do not manage advisory accounts. The test is investment discretion over $100 million in Section 13(f) securities, full stop.

Corporate Families and Shared Investment Discretion

Investment discretion aggregates across affiliated entities. Bank holding companies share investment discretion with their bank trust departments. Parent corporations share it with subsidiaries. If the combined discretionary holdings across a corporate family cross $100 million, the filing obligation applies. The corporate family must determine which entity files and for which accounts.

How Does the $100 Million Threshold Actually Work?

The threshold is $100 million in Section 13(f) securities specifically, not total AUM. This distinction matters: a manager with $500 million in AUM but only $80 million in Section 13(f) securities does not file.

The threshold is assessed on the last trading day of any month during a calendar year, not just at quarter-end. Rule 13f-1 is unambiguous on this point.

What this means in practice:

• A manager whose Section 13(f) holdings reach $100 million on the last trading day of July has crossed the threshold, even if holdings drop below $100 million by September 30.
• That manager must file Form 13F for the December quarter of that year, due 45 days after December 31.
• The manager then files for each of the four calendar quarters of the following year, regardless of whether holdings remain above $100 million.

The filing obligation persists for the full year following threshold-crossing. If holdings drop below $100 million during that subsequent year, filing is still required for all four quarters. The obligation only lapses once the manager has completed a full calendar year without crossing the threshold on any month-end.

One historical note worth knowing: the SEC proposed raising the threshold from $100 million to $3.5 billion in 2020. That proposal was not adopted. The $100 million threshold established in 1978 remains in force as of 2026.

What Are the Exact 2026 Form 13F Filing Deadlines?

Form 13F is due 45 calendar days after each quarter-end. When the 45th day falls on a weekend or federal holiday, the deadline shifts to the next business day.

The 2026 deadlines, confirmed against the calendar:

Note that the Q3 2026 deadline shifts to November 16 because November 14 falls on a Saturday. The Q4 2026 deadline shifts to February 16, 2027 because February 14 falls on a Sunday.

For the operational traps that turn a technically timely filing into a late one (EDGAR's 5:30 p.m. ET cutoff, XML validation failures, first-filer EDGAR access setup), see Form 13F Filing Deadline: 5 Operational Traps Beyond the 45-Day Rule and the 2026 dates deep-dive.

When Does a First-Time Filer File?

The first filing is due for the December quarter of the year in which the threshold is first crossed, not the quarter in which it was crossed. A manager that crosses $100 million in March 2026 does not file for Q1 2026. It files for Q4 2026, due February 16, 2027. It then continues filing for Q1, Q2, and Q3 2027.

Do I Report Short Positions on Form 13F?

No. Form 13F reports long positions only. Short positions must not be reported, and must not be subtracted from long positions.

The SEC's FAQ is explicit on this point (Question 41): "You should not include short positions on Form 13F. You also should not subtract your short positions from your long positions."

This is not an oversight in the form design. Section 13(f) of the Exchange Act covers long equity positions by statutory construction. Short positions are a fundamentally different regulatory question.

The Netting Mistake

The most common error compliance teams make is not reporting shorts outright, but netting them against longs before reporting. The temptation is understandable: prime brokerage statements often show net positions, and it feels conservative to report a smaller number. It is not conservative. It is a material misstatement of the required disclosure.

If a manager holds 500,000 long shares and 200,000 short shares of the same issuer, the Form 13F information table must show 500,000 shares. Reporting 300,000 is incorrect.

Where Are Short Positions Reported?

Short position reporting is governed by a separate, newer regulatory regime. The SEC adopted Rule 13f-2 and Form SHO in October 2023 under SEC Release No. 34-98738. This regime is entirely separate from Form 13F and directly addresses the gap that Form 13F's long-only reporting leaves.

Rule 13f-2 and Form SHO have faced legal challenges and implementation delays since adoption. Compliance officers must track both regimes separately and verify the current implementation status of Form SHO independently. For a full treatment of why shorts are excluded from 13F and what Form SHO now requires, see Form 13F Short Positions Not Reported: Why, and What Changed in 2026.

What Securities Must Be Reported?

Only securities on the SEC's Official List of Section 13(f) Securities must be reported. The list is updated quarterly, shortly after each quarter-end. Filers must validate holdings against the list current as of the reporting period end date, not the prior quarter's list.

Section 13(f) securities include:

• U.S. exchange-traded equities (NYSE, AMEX, NASDAQ)
• Shares of closed-end investment companies
• ETF shares listed on a U.S. exchange
• Certain convertible debt securities
• Equity options and warrants (report the option position, not the underlying shares)

Section 13(f) securities do not include:

• Short positions
• Open-end mutual fund shares
• Most foreign-listed securities
• Bonds and other non-equity debt

Using a stale list is a common source of filing errors. Securities are added and removed each quarter.

What Information Must Be Disclosed on the Form 13F Information Table?

Form 13F has three required components: a cover page, a summary page, and an information table in XML format.

The information table must disclose, for each Section 13(f) security:

• Name and class of the security
• CUSIP number (required); FIGI may be added as a supplemental identifier (optional, post-January 2023)
• Number of shares as of the last trading day of the quarter
• Total fair market value as of the last trading day of the quarter, rounded to the nearest dollar
• Whether investment discretion is sole, shared-defined, or shared-other
• Voting authority (sole, shared, or none)

One small-holding exception applies: managers may omit positions with fewer than 10,000 shares AND less than $200,000 in fair market value. Both conditions must be met to omit.

What Changed Under the June 2022 SEC Amendments?

The SEC adopted amendments to Form 13F on June 23, 2022 (SEC Release No. 34-95148). The amended form became required starting January 3, 2023. Electronic confidential treatment requests became mandatory on February 28, 2023. If your filing systems or templates predate those dates, verify compliance now.

The five key changes:

1. Dollar rounding to the nearest dollar. Dollar values must now be rounded to the nearest dollar, not the nearest $1,000. Legacy systems still rounding to thousands are producing non-compliant filings. This is the most operationally disruptive change for firms that automated their information table generation.
2. CRD and SEC file numbers required. Managers must report their Central Registration Depository (CRD) number and SEC file number, if applicable.
3. FIGI as a supplemental identifier. The Financial Instrument Global Identifier (FIGI) may now be used in addition to, but not instead of, the CUSIP number.
4. Confidential treatment checkbox on the Summary Page. A new checkbox signals when confidential treatment is being requested for any information in the information table.
5. Electronic confidential treatment requests on EDGAR. All confidential treatment requests must be filed electronically on EDGAR as of February 28, 2023. Paper requests are no longer accepted.

What Are the Three Types of Form 13F Filing?

Not every 13F filing is a holdings report. Managers need to know which form type applies to their situation:

If an error is discovered on a previously filed Form 13F, the manager must immediately file an amendment (13F-HR/A or 13F-NT/A as applicable). There is no grace period.

How Do I Request Confidential Treatment?

Form 13F is a public filing, available on EDGAR immediately upon submission. The SEC can grant confidential treatment under the Freedom of Information Act (FOIA), most commonly under Exemption 4, which protects trade secrets and confidential commercial or financial information.

Confidential treatment is typically requested for open-risk arbitrage positions or ongoing acquisition programs where early disclosure would reveal the investment strategy and cause competitive harm.

Key mechanics:

• Requests may be made for three, six, nine, or twelve months, and are renewable.
• Each holding for which confidential treatment is requested must be discussed separately unless the factual circumstances and legal analysis are substantially the same across a class of holdings.
• As of February 28, 2023, all confidential treatment requests must be filed electronically on EDGAR. The new Summary Page checkbox must also be checked.
• The request must address the harm that would result from disclosure and the period of treatment needed.

How Must Form 13F Be Filed?

Form 13F must be filed electronically via EDGAR. The text-based ASCII format was discontinued on May 20, 2013. Filers must now use the EDGAR XML Technical Specification or the online EDGAR form available on the EDGAR Filing Website.

A paper filing is only permitted if the filer is granted a hardship exemption by the SEC. EDGAR requires separate login credentials from FINRA/IARD, so first-time filers should account for the EDGAR access setup process well before the first filing deadline.

What Are the Penalties for Late or Incorrect Form 13F Filings?

The SEC does not grant extensions for Form 13F. Late filers are directed to submit as soon as possible rather than wait to file a complete form on time.

The SEC has intensified enforcement of Form 13F obligations in recent years. Penalties for persistent or egregious late filing can reach $750,000 or more. Beyond financial penalties, late or inaccurate filings undermine investor confidence, which is precisely what Section 13(f) was designed to protect.

For a manager that discovers an error post-filing, the obligation is to file an amendment immediately upon discovery. There is no specified grace period in the rules.

FAQ: Form 13F Quick Answers

Does SEC investment adviser registration trigger Form 13F? No. The obligation arises from the Exchange Act based solely on investment discretion over $100 million in Section 13(f) securities. Registration status is irrelevant.

Can I stop filing if my AUM drops below $100 million mid-year? No. Once the threshold is crossed in any month of a calendar year, you must file all four quarterly reports for the following year, even if holdings drop below $100 million during that period.

Is the $100 million threshold measured against total AUM? No. It is measured against Section 13(f) securities only, assessed on the last trading day of any month during the calendar year.

Do I need to report options on Form 13F? Yes, if the options are on the SEC's Official List of Section 13(f) Securities. Report the option position itself, not the value of the underlying shares.

What is the legal weight of the SEC's Form 13F FAQ? The SEC's FAQ represents staff views, not binding law. As the document itself states: "These FAQs represent the staff's views. They are not a rule, regulation, or statement of the Securities and Exchange Commission." Compliance officers should treat it as the most authoritative practical guidance available while recognising it is not a formal rule.

What is the difference between Form 13F and Schedule 13D/13G? Form 13F is a quarterly holdings disclosure for institutional managers based on investment discretion. Schedule 13D and 13G are beneficial ownership reports triggered when a person acquires more than 5% of a class of equity securities. Both regimes can apply to the same manager holding the same securities, and compliance teams frequently need to track both simultaneously.

For the complete 2026 compliance guide covering threshold mechanics, EDGAR requirements, and Form SHO obligations, see SEC Form 13F Reporting Requirements: 2026 Compliance Guide.