Notice2025-22158
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
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 8, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 90 Issue 233 (Monday, December 8, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 233 (Monday, December 8, 2025)]
[Notices]
[Pages 56813-56814]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22158]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104303]
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
December 3, 2025.
I. Introduction
On October 13, 2023, the Securities Exchange Commission
(``Commission'') adopted Rule 13f-2 and related Form SHO \1\ and Rule
10c-1a \2\ (collectively, ``Rules'') under the Securities Exchange Act
of 1934 (``Exchange Act''). Rule 13f-2 requires institutional
investment managers that meet or exceed certain specified thresholds to
file Form SHO, in accordance with the form's instructions, with the
Commission within 14 calendar days after the end of each calendar month
with regard to certain equity securities via the Commission's
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'')
system.\3\ The Commission will publish, on an aggregated basis, certain
information regarding each equity security reported by institutional
investment managers on Form SHO and filed with the Commission via the
EDGAR system.\4\ Rule 10c-1a requires, among other things, that any
covered person who agrees to a covered securities loan on behalf of
itself or another person must report, within certain time periods,
certain information to a registered national securities association
(``RNSA'') or rely on a reporting agent to fulfill its reporting
obligations under certain conditions.\5\ Rule 10c-1a also requires that
an RNSA implement rules regarding the format and manner of its
collection of Rule 10c-1a information,\6\ make publicly available
certain data pertaining to reported securities,\7\ and comply with
certain data retention and availability requirements.\8\
---------------------------------------------------------------------------
\1\ Short Position and Short Activity Reporting by Institutional
Investment Managers, Release No. 34-98738, 88 FR 75100 (Nov. 1,
2023).
\2\ Reporting of Securities Loans, Release No. 34-98737, 88 FR
at 75644 (Nov. 3, 2023).
\3\ See 17 CFR 240.13f-2(a).
\4\ See 17 CFR 240.13f-2(a)(3).
\5\ See 17 CFR 240.10c-1a(a).
\6\ See 17 CFR 240.10c-1a(f).
\7\ See 17 CFR 240.10c-1a(g).
\8\ See 17 CFR 240.10c-1a(h).
---------------------------------------------------------------------------
On February 7, 2025, the Commission granted, pursuant to Section
13(f)(3) of the Exchange Act, a temporary exemption from compliance
with Rule 13f-2 and Form SHO reporting until January 2, 2026.\9\ On
July 28, 2025, the Commission granted, pursuant to Section 36(a)(1) of
the Exchange Act, a temporary exemption from compliance with the
requirement in Rule 10c-1a for covered persons to report information to
the RNSA (``reporting date''), until September 28, 2026, and the
requirement in Rules 10c-1a(g) and (h)(3) for the RNSA to publicly
report Rule 10c-1a information (``dissemination date''), until March
29, 2027.\10\
---------------------------------------------------------------------------
\9\ See Order Granting Temporary Exemption Pursuant to Section
13(f)(3) of the Securities Exchange Act of 1934 From Compliance with
Rule 13f-2 and Form SHO, Release No. 34-102380, 90 FR 9568 (Feb. 13,
2025). The original compliance date for Rule 13f-2 and for reporting
on Form SHO had been January 2, 2025.
\10\ See Order Granting Temporary Exemptive Relief, Pursuant to
Section 36(a)(1) of the Securities Exchange Act of 1934, from
Certain Aspects of Rule 10c-1a, Release No. 34-103560 (July 28,
2025), 90 FR 36087 (July 31, 2025).
---------------------------------------------------------------------------
On August 25, 2025, in response to the petition for review filed by
the National Association of Private Fund Managers, the Managed Funds
Association, and the Alternative Investment Management Association
(collectively, ``Petitioners''), the U.S. Court of Appeals for the
Fifth Circuit (``Court'') remanded, without vacatur, the Rules to the
Commission to allow the agency to consider and quantify the cumulative
economic impact of the Rules, consistent with the Court's opinion.\11\
The Court otherwise denied the petition for review.
---------------------------------------------------------------------------
\11\ Nat'l Assoc. Priv. Fund Managers et al. v. SEC, No. 23-
60626, slip op. (5th Cir. Aug. 25, 2025). Petitioners did not
challenge, and therefore 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. See Notice
of the Text of the Amendment to the National Market System Plan
Governing the Consolidated Audit Trail for Purposes of Short Sale-
Related Data Collection, Release No. 34-98739, 88 FR 75079 (Nov. 1,
2023). The compliance date for that requirement was, and remains,
July 1, 2025.
---------------------------------------------------------------------------
[[Page 56814]]
II. Discussion and Exemptive Relief
In light of the Court's remand and for the reasons discussed below,
the Commission is providing a temporary exemption, pursuant to Sections
13(f)(3) and 36(a)(1) of the Exchange Act, from compliance with Rule
13f-2 and Form SHO reporting until January 2, 2028. Additionally, the
Commission is providing a temporary exemption, pursuant to Section
36(a)(1) of the Exchange Act, from compliance with Rule 10c-1a with
respect to the reporting date until September 28, 2028, and with
respect to the dissemination date until March 29, 2029.
Section 13(f)(3) of the Exchange Act authorizes the Commission, by
rule or order, to exempt, conditionally or unconditionally, any
institutional investment manager or security, or any class of
institutional investment managers or securities from any or all of the
provisions of Section 13(f) of the Exchange Act or the rules
thereunder.\12\ Section 36(a)(1) of the Exchange Act authorizes the
Commission, by rule, regulation, or order, to exempt, conditionally or
unconditionally, any person, security, or transaction, or any class or
classes of persons, securities, or transactions, from any provision or
provisions of the Exchange Act, or of any rule or regulation
thereunder, to the extent that such exemption is necessary or
appropriate in the public interest, and is consistent with the
protection of investors.\13\
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78m(f)(3).
\13\ 15 U.S.C. 78mm(a)(1).
---------------------------------------------------------------------------
The Commission finds these temporary exemptions to be necessary in
the public interest and consistent with the protection of investors
because they will allow the Commission time to respond to the Court's
opinion and take any further appropriate actions, which may include
proposing amendments to the Rules. In addition, the temporary
exemptions will allow these actions to occur in a manner that could
minimize potential costs entities may incur to comply with any
provisions of the Rules that could change.
III. Conclusion
Accordingly, it is hereby ordered, pursuant to Sections 13(f)(3)
and 36(a)(1) of the Exchange Act, that the Commission grants the
temporary exemptive relief, as set forth in this Order, from compliance
with Rule 13f-2 and Form SHO reporting effective January 2, 2026, and
ending January 2, 2028. As such, Form SHO reports for the January 2028
reporting period would be required to be filed within 14 calendar days
after the end of January 2028.
It is further ordered, pursuant to Section 36(a)(1) of the Exchange
Act, that the Commission grants the temporary exemptive relief, as set
forth in this Order, from compliance with Rule 10c-1a regarding the
reporting date until September 28, 2028, and from compliance with Rules
10c-1a(g) and (h)(3) regarding the dissemination date until March 29,
2029.
By the Commission.
Dated: December 3, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22158 Filed 12-5-25; 8:45 am]
BILLING CODE 8011-01-P
</pre></body>
</html>Indexed from Federal Register on December 8, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.