SEC Extends Compliance Date for Short Sale Reporting Rule to 2028
On December 3, 2025, the Securities and Exchange Commission (the “SEC”) announced that it was providing a second temporary exemption from compliance with Rule 13f-2, the short sale reporting rule, and related Form SHO and Rule 10c-1a, the share lending rule (collectively, the “Rules”) under the Securities Exchange Act of 1934, as amended. After giving effect to the extension, the compliance date for Rule 13f-2 and Form SHO reporting will now be January 2, 2028, the compliance date for Rule 10c-1 will now be September 28, 2028, and the compliance date for public dissemination of securities lending data will now be March 29, 2029.
The SEC will need to revisit the Rules after a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit issued a ruling remanding, without vacatur, the Rules to the SEC for further consideration of the cumulative economic impact of the Rules on August 25, 2025.1
In the announcement, the SEC explained that it found the temporary exemptions to be necessary in the public interest and consistent with the protection of investors because they will allow the SEC time to respond to the Fifth Circuit’s opinion and “take any further appropriate actions, which may include proposing amendments to the Rules.” The SEC further explained that “the temporary exemptions will allow these actions to occur in a manner that could minimize potential cost entities may incur to comply with any provisions of the Rules that could change.” These statements seem to suggest that the SEC may re-propose the Rules.
The SEC’s Exemptive Order can be found here.
1 See Nat’l Assoc. Priv. Fund Managers et al. v. SEC, No. 23-60626, slip op. (5th Cir. Aug. 25, 2025).
