U.S. SEC Further Delays Compliance Dates for Institutional Money Manager Short Sale and Securities Lending Reporting Rules

On December 3, 2025, the United States Securities and Exchange Commission (SEC) issued an exemptive order (the “Order”) further delaying the implementation and compliance for short-sale and securities-lending reporting rules required by Dodd-Frank.[1] Specifically, the Order further delays the compliance dates for the Form SHO reporting requirement under Rule 13f-2 and the securities-lending reporting requirement under Rule 10c-1a, each under the Securities Exchange Act of 1934 (the “Exchange Act”). The Order follows a prior temporary exemptive order issued in February 2025 and a decision by the U.S. Court of Appeals for the Fifth Circuit in Nat’l Assoc. Priv. Fund Managers et al. v. SEC (the “NAPFM Decision”)[2] that remanded the rules to the SEC (without vacatur) for additional economic analysis. The Order postpones the compliance dates for these rules until: (1) January 2, 2028, for Rule 13f-2 Form SHO filings; (2) September 28, 2028, for Rule 10c-1a reporting obligations; and (3) March 29, 2029, for the public dissemination requirements pursuant to Rules 10c-1a(g) and (h)(3).

Rule 13f-2

Adopted October 2023, Rule 13f-2 requires “institutional investment managers”[3] (“Managers”) that meet specified thresholds to confidentially file with the SEC monthly Form SHO reports containing certain short position data. The policy goal of Rule 13f-2 is to enhance short sale disclosure to increase transparency by providing the public with aggregated data on significant short positions, bolster the SEC’s oversight of short selling, and reduce market manipulation. Specifically, the Form SHO reporting requirements under Rule 13f-2 apply to:

• Any equity security that is registered pursuant to Section 12 of the Exchange Act or for which the issuer is required to file reports pursuant to Section 15(d) of the Exchange Act (a “Reporting Company Issuer”) and over which the Manager, together with all accounts over which the Manager (or any person under the Manager’s control) has investment discretion, has a monthly average gross short position that meets or exceeds prescribed dollar or percentage thresholds.
• Any equity security of an issuer that is not a Reporting Company Issuer and over which the Manager, together with all accounts over which the Manager (or any person under the Manager’s control) has investment discretion, has a gross short position that meets or exceeds a prescribed dollar threshold.

The SEC will then publish, through EDGAR, and on a slightly delayed basis, certain aggregated short sale–related information regarding each equity security reported by Managers on Form SHO.

Rule 10c-1a

In October 2023, the SEC also adopted Exchange Act Rule 10c-1a, which requires any “covered person” (or its reporting agent) that enters into a “covered securities loan” to report, within prescribed timelines, the loan terms and certain other information to a registered national securities association (RNSA). The rule defines “covered persons” functionally, rather than by entity type, and generally includes any person who, on their own behalf or on behalf of another, enters into a covered securities loan, including by lending or borrowing a security or by arranging, negotiating, or effecting a securities loan as an intermediary.

Rule 10c-1a requires RNSAs to implement rules standardizing their collection of reportable information, publicly disseminate certain collected data, and comply with certain data retention and availability requirements. Rule 10c-1a is intended to provide market participants with access to pricing and other material information regarding securities lending transactions and provide regulators with information for oversight purposes.

Fifth Circuit Decision

The SEC stated that the additional compliance delay for Rules 10c-1a and 13f-2 is intended to allow the SEC to address concerns raised in the Fifth Circuit’s NAPFM Decision.[4] In that decision, the court found that the SEC failed to consider and quantify the cumulative economic impact of the rules, as required under the Administrative Procedure and Exchange Acts, and remanded without vacatur the rules to the SEC. In the Order, the SEC noted that it may propose amendments to Rules 10c-1a and 13f-2.

Implications and Next Steps

• Managers will not be subject to the Form SHO short-sale reporting requirements until at least January 2028.
• The compliance dates for the securities-lending reporting obligations and the public dissemination requirements under Rule 10c-1a have been delayed until at least September 2028 and March 2029, respectively.
• Firms should pause the construction or implementation of reporting systems designed to address the above rules pending further SEC action, but continue monitoring developments, as the SEC may propose revisions to these rules.

We expect the SEC to issue further guidance or propose amendments to Rule 13f-2 and Rule 10c-1a in response to the NAPFM Decision. In the interim, Managers and RNSAs should monitor for any further SEC action in this space and consider commenting on any forthcoming rulemaking.

Please contact us if you have any questions concerning this alert or the Order.

[1] See Order Granting Temporary Exemptive Relief, Pursuant to Sections 13(f)(3) and 36(a)(1) of the Securities Exchange Act of 1934 from Compliance with Rule 13f-2 and Form SHO, and Pursuant to Section 36(a)(1) of the Securities Exchange Act of 1934 from Certain Aspects of Rule 10c-1a, SEC Rel. No. 34-104303 (Dec. 3, 2025).

[2] Nat’l Assoc. Priv. Fund Managers et al. v. SEC, No. 23-60626, slip op. (5th Cir. Aug. 25, 2025).

[3] The Exchange Act defines an “institutional investment manager” as an entity (i.e., not a natural person) investing in or buying and selling securities for its own account or, alternatively, a natural person or entity exercising discretion in investing for the account of another person. See Section 13(f)(6)(A) of the Exchange Act.

[4] In its decision, the court did not address an amendment to the Consolidated Audit Trail National Market System Plan to require reporting to the Consolidated Audit Trail (CAT) of reliance on the bona fide market making exception in Regulation SHO. The compliance date for that requirement was, and remains, July 1, 2025.