Form 13F FAQ: 45-Day Deadline, Short Positions, and 2026 Rules

If your firm exercises investment discretion over $100 million or more in Section 13(f) securities, Form 13F is a quarterly obligation with real enforcement consequences. The three questions that generate the most compliance confusion are always the same: exactly when is it due, do short positions go on the form, and what changed recently? This reference answers all of them, plus the surrounding mechanics that trip up even experienced filers.

Key takeaway: Short positions must not appear on Form 13F, and you cannot net them against long positions. The 45-day deadline runs from quarter-end, not from a fixed calendar date. And since January 2, 2025, a separate form, Form SHO, now governs short-position reporting for qualifying managers.

What Is Form 13F and Why Does It Exist?

Form 13F is the quarterly SEC disclosure filed by institutional investment managers (IIMs) that exercise investment discretion over $100 million or more in Section 13(f) securities. Congress enacted Section 13(f) of the Securities Exchange Act of 1934 in 1975 with an explicit purpose: to increase public availability of information about institutional investors' securities holdings, and thereby increase investor confidence in the integrity of U.S. markets. That legislative intent is why the form captures long holdings, not short positions. Short-sale activity is a separate regulatory concern, addressed by a separate regime.

The $100 million threshold has never been adjusted for inflation since 1975. In nominal 1975 dollars it captured a narrow slice of the institutional investment industry; in 2026 it captures a far broader population of managers.

For a deeper look at the full compliance framework, see Finrep's SEC Form 13F reporting requirements guide.

Who Must File Form 13F?

Any IIM that uses any means of 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.

The definition of IIM is deliberately broad. It covers:

• Entities investing for their own account: banks, insurance companies, broker-dealers, corporations, and pension funds managing their own portfolios.
• Entities or persons managing others' accounts: investment advisers, trust departments, and trustees.
• Government pension fund managers: because "person" under Section 3(a)(9) of the Exchange Act includes governments and their instrumentalities.
• Foreign managers: if they use any means of U.S. interstate commerce (mail, phone, or electronic communication suffices) and meet the $100 million threshold, per SEC Release No. 34-14852 (June 15, 1978).

Two points that catch managers off guard:

• SEC registration is irrelevant. Being a registered investment adviser does not trigger the obligation, and being unregistered does not exempt you. The obligation arises solely from the Exchange Act.
• Natural persons managing only their own accounts are excluded. Even if personal holdings exceed $100 million, a natural person investing for themselves is not an IIM. But if that same person exercises discretion over someone else's account, they are an IIM and must file if the threshold is met.

How Does the $100 Million Threshold Actually Work?

The threshold is measured on the last trading day of any month within a calendar year, not at quarter-end. This is the single most common compliance misconception, and Rule 13f-1(a)(1) is unambiguous on the point.

What this means in practice:

• A manager whose holdings reach $100 million on the last trading day of July has crossed the threshold, even if holdings fall back below $100 million by September 30.
• That manager must file Form 13F for the December quarter of that calendar year.
• The manager then files for each of the first three calendar quarters of the following year, regardless of whether holdings remain above $100 million during that period.

One more trap: a manager who crosses $100 million in any month of a year must continue filing for that year's remaining quarters and the following year's first three quarters, even if AUM drops below the threshold. The obligation does not terminate mid-year.

When Is My First Form 13F Due?

Your first filing covers the December quarter of the year in which you first cross the $100 million threshold, regardless of which month you crossed it. A manager crossing in March, July, or November all file first for the same December quarter.

A manager who crosses the threshold in March does not file for Q1. It files for Q4 of that same year, due the following February.

What Are the 2026 Form 13F Filing Deadlines?

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

Sources: SEC Form 13F FAQ; file13f.com 2026 deadline calendar.

For the full deadline arithmetic and EDGAR submission traps, see the 13F filing deadline 2026 practitioner walkthrough and 13F filing dates 2026.

Do Short Positions Go on Form 13F?

No. Short positions must not be included on Form 13F. The SEC's own FAQ states this without qualification:

"You should not include short positions on Form 13F. You also should not subtract your short position(s) in a security from your long position(s) in that same security."

The reason is statutory. Section 13(f) was designed to capture the holdings of institutional investors, meaning long positions, for market transparency purposes. Short-sale activity is a different regulatory concern and was never within the statute's scope.

The Netting Trap

The netting prohibition is where filers make expensive mistakes. You cannot subtract a short position from a long position in the same security to arrive at a net figure. You report the gross long position in full.

Worked example: A manager holds 500,000 long shares of a security and is short 200,000 shares of the same security. The correct Form 13F entry is 500,000 shares long. Reporting 300,000 shares (net) is a filing error.

This matters for enforcement. An inaccurate Form 13F, whether from netting or from including short positions, is a non-compliant filing.

Why This Matters More in 2026

Many filers who ask about short positions on Form 13F are actually looking for where short positions do get reported. The answer is Form SHO, which has been live since January 2, 2025.

What Is Form SHO and How Does It Relate to Form 13F?

Form SHO is the correct vehicle for short-position disclosure. The SEC adopted Rule 13f-2 and Form SHO in October 2023 (SEC Release No. 34-98738), creating a mandatory short-sale reporting regime that became effective January 2, 2025.

Form SHO and Form 13F are parallel but entirely separate obligations:

Form SHO reporting thresholds (for reporting company issuers): a monthly average gross short position that equals or exceeds $10 million or 2.5% of shares outstanding in the equity security. For non-reporting company issuers, the threshold is a gross short position of $500,000 at the close of any settlement day during the month.

For a full treatment of the short-position exclusion and what Form SHO now requires, see Form 13F short positions not reported: why, and what changed in 2026.

What Information Must Be Disclosed on Form 13F?

Form 13F requires disclosure of all long positions in Section 13(f) securities as of the end of the reporting quarter. The filing has three components: a Cover Page, a Summary Page, and an Information Table in XML format.

For each reported security, the Information Table requires:

• Issuer name (must match the SEC's Official List verbatim)
• Class of security (e.g., common stock, put/call option, convertible debenture)
• CUSIP number (and optionally, FIGI as a supplemental identifier since January 3, 2023)
• Number of shares held as of quarter-end
• Fair market value as of quarter-end, rounded to the nearest dollar
• Whether investment discretion is sole or shared
• Whether voting authority is sole, shared, or none

One common over-reporting error: for options, you report the option position itself, not the value or number of the underlying shares.

Small holding exception: individual positions with fewer than 10,000 shares AND less than $200,000 in fair market value may be omitted.

What Are Section 13(f) Securities?

Section 13(f) securities are defined by Rule 13f-1(c) and identified on the SEC's Official List of Section 13(f) Securities, updated quarterly.

The list primarily includes:

• U.S. exchange-traded equities (NYSE, Nasdaq, AMEX)
• Shares of closed-end investment companies
• Exchange-traded funds (ETFs)
• Certain convertible debt securities
• Equity options and warrants

The list does NOT include:

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

Filers must validate their holdings against the list current as of the reporting period end date. The SEC updates the list each quarter shortly after quarter-end. Using a prior quarter's list is a documented source of filing errors.

What Changed with the 2022 Amendments to Form 13F?

The SEC adopted amendments to Form 13F on June 23, 2022 (SEC Release No. 34-95148), with the amended form required starting January 3, 2023. If your templates or systems predate that change, you may be filing incorrectly today.

The five key changes:

1. Dollar rounding to the nearest dollar. Previously, values were rounded to the nearest $1,000. Legacy systems still rounding to thousands produce non-compliant filings.
2. CRD and SEC file numbers required. Managers must now 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. A checkbox was added to the Summary Page to indicate when confidential treatment is being requested for specific holdings.
5. Electronic confidential treatment requests. Starting February 28, 2023, all confidential treatment requests must be filed electronically on EDGAR. Paper filings are no longer accepted.

One important caveat on the SEC FAQ itself: the staff guidance states that these FAQs "represent the staff's views" and are "not a rule, regulation, or statement of the Securities and Exchange Commission." Compliance officers relying on the FAQ for legal positions should note its advisory, not binding, status.

What Happens If I File Late or Omit Required Securities?

Late or inaccurate Form 13F filings carry real enforcement risk. The SEC does not grant extensions for Form 13F. Late filers are directed to submit as soon as possible rather than file an incomplete report on time.

The SEC has intensified enforcement of Form 13F obligations in recent years, with civil penalties for persistent or egregious non-compliance reaching $750,000 or more per the DFIN overview of Form 13F requirements. Beyond fines, inaccurate filings, including those that incorrectly net short positions against longs, are themselves violations independent of the timeliness question.

For a detailed look at recent SEC enforcement actions on Form 13F, Nixon Peabody's FAQ on recent 13F enforcement actions is a useful practitioner reference.

How Does Form 13F Relate to Schedule 13D and 13G?

Form 13F and Schedules 13D/13G are separate disclosure regimes that often apply to the same manager simultaneously, but they serve different purposes.

• Form 13F reports quarterly holdings of all Section 13(f) securities above the small holding exception, for any IIM over the $100 million threshold.
• Schedule 13D/13G reports beneficial ownership when a person or group acquires more than 5% of a class of equity securities in a single issuer.

A large manager filing Form 13F may also need to file Schedule 13D or 13G if it crosses the 5% beneficial ownership threshold in any individual company. The two obligations run in parallel and are not substitutes for each other. For the Schedule 13D mechanics, see the Schedule 13D filing requirements walkthrough.

How Must Form 13F Be Filed?

All Form 13F filings must be submitted electronically through EDGAR using the XML Technical Specification. The text-based ASCII format was discontinued on May 20, 2013, per IM Information Update 2013-02. Filers still using legacy ASCII formats are non-compliant.

Filers must either use the online form available on the EDGAR Filing Website or construct the entire filing according to the EDGAR XML Technical Specification. Paper filing is only permitted under a hardship exemption granted by the SEC.

For a step-by-step EDGAR submission guide, see how to file Form 13F.

FAQ

How often does Form 13F need to be filed? Form 13F is a quarterly filing. It must be submitted within 45 calendar days after the end of each calendar quarter: approximately February 14, May 15, August 14, and November 14 each year, adjusted to the next business day when the deadline falls on a weekend or holiday.

What information must be disclosed in Form 13F? The Information Table must include, for each Section 13(f) security held long: issuer name, security class, CUSIP (and optionally FIGI), number of shares, fair market value rounded to the nearest dollar, investment discretion type (sole or shared), and voting authority. Options are reported as the option position, not the underlying shares.

Do I report short positions on Form 13F? No. Short positions must not be included on Form 13F, and you must not subtract short positions from long positions in the same security. Only gross long positions in Section 13(f) securities are reportable. Short positions above applicable thresholds are reported separately on Form SHO under Rule 13f-2.

What are the penalties for not filing Form 13F? The SEC does not grant extensions for Form 13F. Persistent or egregious late filings can result in civil penalties of $750,000 or more. Inaccurate filings, including those that incorrectly net short positions, are independent violations.

When does the $100 million threshold get measured? On the last trading day of any month within a calendar year, not at quarter-end. Crossing $100 million in July triggers a filing obligation even if holdings fall below the threshold by September 30.

Are foreign managers required to file Form 13F? Yes, if they use any means of U.S. interstate commerce in their business (mail, phone, or electronic communication suffices) and exercise investment discretion over $100 million or more in Section 13(f) securities.

What is the difference between Form 13F and Form SHO? Form 13F captures quarterly long holdings in Section 13(f) securities. Form SHO, effective January 2, 2025 under Rule 13f-2, captures monthly short-sale activity in equity securities. They are parallel obligations with different thresholds, deadlines, and disclosure mechanics.