SEC - U.S. Securities and Exchange Commission
09/05/2025 | Press release | Distributed by Public on 09/05/2025 13:39
Statement Regarding Rule 10c1-a and Rule 13f-2 and Related Form SHO
A U.S. court of appeals recently issued an opinion concerning two 2023 Commission rulemakings related to the securities lending and short sale markets.[1] Although the Court did not vacate the rules, the Court held that the Commission had not properly considered their cumulative economic impact and remanded them to allow the Commission to consider and quantify the cumulative economic impact of the rules, consistent with the opinion.[2]
I have directed Commission staff to evaluate the rules in light of the opinion and make recommendations for appropriate Commission action, including potential changes to the rules and adjustments to the related compliance dates.[3]
[1] National Association of Private Fund Managers v. SEC, No. 23-60626 (5th Cir. Aug. 25, 2025). See also Reporting of Securities Loans, Release No. 34-98737 (Oct. 13, 2023), 88 FR 75644 (Nov. 3, 2023) (adopting 17 CFR 240.10c-1a); Short Position and Short Activity Reporting by Institutional Investment Managers, Release No. 34-98738 (Oct. 13, 2023), 88 FR 75100 (Nov. 1, 2023) (adopting 17 CFR 240.13f-2 and Form SHO); 17 CFR 240.10c-1a; 17 CFR 240.13f-2; Form SHO (referenced in 17 CFR 249.332).
[2] See Slip Op. at 29.
[3] The current temporary exemption from compliance ends January 2, 2026, for reporting under Rule 13f-2 and Form SHO; September 28, 2026, for reporting under Rule 10c-1a; and March 29, 2027, for the dissemination requirements under Rules 10c-1a(g) and (h)(3). 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 (Feb. 7, 2025), 90 FR 9568 (Feb. 7, 2025); 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).
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