Section 13(f)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), added under
summary
The SEC adopted new rules requiring institutional managers to report short positions and market makers to flag bona fide market-making exceptions to enhance transparency in short selling, with no fraud allegations or penalties involved.
paragraph
The SEC finalized Rule 13f-2 and Form SHO to mandate monthly reporting of gross short positions and net activity in equity securities by institutional investment managers exceeding specified thresholds. Simultaneously, an amendment to the CAT NMS Plan requires CAT-reporting firms to identify short sales made under the bona fide market making exception to Regulation SHO. These measures aim to improve regulatory oversight and public disclosure, with compliance deadlines set at 12 and 18 months after the rules’ effective date, and aggregated data to be published by the SEC three months after reporting begins.
narrative
The U.S. Securities and Exchange Commission adopted final rules to enhance transparency in short selling by introducing Rule 13f-2 and Form SHO, requiring institutional investment managers to report monthly gross short positions and net activity in equity securities above prescribed thresholds. These reports, filed via EDGAR, include data on both reporting company issuers and non-reporting issuers, covering positions at month-end and daily net activity, including derivatives. The SEC will aggregate and publicly release this data to provide market participants and regulators with clearer insights into short sale trends. Concurrently, an amendment to the Consolidated Audit Trail (CAT) NMS Plan mandates CAT-reporting firms to flag short sales executed by market makers claiming the bona fide market making exception under Regulation SHO. The rules are designed to close information gaps in short sale data, improve oversight, and deter potential abuse without targeting any specific entity or individual for misconduct. Compliance for Rule 13f-2 and Form SHO is required 12 months after the effective date, with public data publication following three months later. The CAT NMS Plan amendment has a later compliance deadline of 18 months after the effective date. No fraud, penalties, or enforcement actions are associated with this regulatory update—it is purely a disclosure and transparency initiative.
Classified unregistered-securities(confidence 100%). EDGAR detection: forms Form D/S-1· recall 41% / precision 30%. detection rule →
Statutes
Section 13(f)(2) of the Securities Exchange ActSection 13(f)(2) of the Securities Exchange ActRule 13f-2
Parties
cat reporting firmsinstitutional investment managersSecurities and Exchange Commission
Keywords
shortequity securityshort saleshoformcatcommissionreportingexchangesecurities exchangeshort positionsecuritiesequityplanmanager
Extracted insights
Entities 3
- person cat reporting firms
- person institutional investment managers
- agency Securities and Exchange Commission
Triples 5
- U.S. Securities and Exchange Commission adopted new Rule 13f-2 and related Form SHO and an amendment to the NMS Plan governing the CAT
- Rule 13f-2 requires a Manager to file a Form SHO report via the Commission’s EDGAR system within 14 calendar days after the end of each calendar month
- Institutional investment managers will report short position and short activity data for equity securities on Form SHO
- The Commission will aggregate and publish certain data collected from Form SHO
- CAT reporting firms will indicate whether an order is a short sale effected by a market maker in connection with bona fide market making activities
Text layers
Extracted body text (5,722c)
Warning: TT: undefined function: 32 FACT SHEET Final Rules: Enhancing Short Sale Disclosure U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2 Why This Matters Section 13(f)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), added under Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires the Commission to prescribe rules to make certain short sale related data publicly available. The data reported in Form SHO filings and the aggregated data from Form SHO filings that are published by the Commission pursuant to Rule 13f-2 will among other things, help inform market participants regarding the overall short sale activity by reporting Managers and will bolster the Commission’s and other regulators’ oversight of short selling. The amendment to the CAT NMS Plan will supplement the short sale data made available to the Commission in Form SHO filings and provide the Commission and other regulators with an additional tool regarding the use of the bona fide market making exception to the “locate” requirement of Regulation SHO by CAT reporting firms. Rule 13f-2, Form SHO, and the amendment to the CAT NMS Plan will fill an information gap for the Commission and other regulators by providing insights into the lifecycle of a short sale that are not available under existing data sources. How the Rules Apply Rule 13f-2 and Form SHO: Rule 13f-2 will require a Manager to file a Form SHO report via the Commission’s EDGAR system within 14 calendar days after the end of each calendar month with regard to: • Each equity security that is of a class of securities that is registered pursuant to Section 12 of the Exchange Act or for which the issuer of that class of securities is The Securities and Exchange Commission adopted new Rule 13f-2 and related Form SHO and an amendment to the national market system plan (“NMS Plan”) governing the consolidated audit trail (“CAT”) to provide greater transparency of short sale-related data. • Under Rule 13f-2, institutional investment managers (“Managers”) that meet or exceed certain prescribed reporting thresholds will report on Form SHO certain short position and short activity data for equity securities. The Commission will thereafter aggregate and publish certain data collected from Form SHO. • Under the amendment to the NMS Plan governing CAT (“CAT NMS Plan”), CAT reporting firms will indicate whether an order is a short sale effected by a market maker in connection with bona fide market making (“BFMM”) activities for which the BFMM exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed. FACT SHEET | Final Rules: Enhancing Short Sale Disclosure U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 2 OF 2 required to file reports pursuant to Section 15(d) of the Exchange Act (“Reporting Company Issuer”) over which the Manager and all accounts over which the Manager (or any person under the Manager’s control) has investment discretion with respect to a monthly average gross short position that meets or exceeds a prescribed reporting threshold; and • Each equity security that is of a class of securities of an issuer that is not a Reporting Company Issuer over which the Manager and all accounts over which the Manager (or any person under the Manager’s control) has investment discretion with respect to a gross short position that meets or exceeds a prescribed reporting threshold. For each reported equity security, a Manager will be required to report on Form SHO certain information, including: • The Manager’s end-of-month gross short position in the equity security at the close of regular trading hours on the last settlement date of the calendar month; and • For each individual settlement date during the calendar month, the Manager’s “net” activity in the reported equity security, which includes activity in derivatives, such as options. The Commission 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, including, for example: • As an aggregated number of shares across all reporting Managers, the Managers’ gross short position in the reported equity security at the close of regular trading hours on the last settlement date of the calendar month, as well as the corresponding dollar value of that reported gross short position; and • For each settlement date during the calendar month, the “net” activity in the reported equity security, as aggregated across all reporting Managers. Amendment to the CAT NMS Plan: The amendment to the CAT NMS Plan will require CAT reporting firms to report to the CAT, for the original receipt or origination of an order to sell an equity security, whether the order is a short sale effected by a market maker in connection with bona fide market making activities in the equity security for which the bona fide market making exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed. What’s Next Rule 13f-2, Form SHO, and the amendment to the CAT NMS Plan will become effective 60 days following the date of publication of the adopting release in the Federal Register. The compliance date for Rule 13f-2 and Form SHO will be 12 months after the effective date of the adopting release – with public aggregated reporting to follow 3 months later. The compliance date for the amendment to the CAT NMS Plan will be 18 months after the effective date of the adopting release.
OCR text (6,323c · tika · 95% conf)
FACT SHEET Final Rules: Enhancing Short Sale Disclosure U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2 Why This Matters Section 13(f)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), added under Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires the Commission to prescribe rules to make certain short sale related data publicly available. The data reported in Form SHO filings and the aggregated data from Form SHO filings that are published by the Commission pursuant to Rule 13f-2 will among other things, help inform market participants regarding the overall short sale activity by reporting Managers and will bolster the Commission’s and other regulators’ oversight of short selling. The amendment to the CAT NMS Plan will supplement the short sale data made available to the Commission in Form SHO filings and provide the Commission and other regulators with an additional tool regarding the use of the bona fide market making exception to the “locate” requirement of Regulation SHO by CAT reporting firms. Rule 13f-2, Form SHO, and the amendment to the CAT NMS Plan will fill an information gap for the Commission and other regulators by providing insights into the lifecycle of a short sale that are not available under existing data sources. How the Rules Apply Rule 13f-2 and Form SHO: Rule 13f-2 will require a Manager to file a Form SHO report via the Commission’s EDGAR system within 14 calendar days after the end of each calendar month with regard to: • Each equity security that is of a class of securities that is registered pursuant to Section 12 of the Exchange Act or for which the issuer of that class of securities is The Securities and Exchange Commission adopted new Rule 13f-2 and related Form SHO and an amendment to the national market system plan (“NMS Plan”) governing the consolidated audit trail (“CAT”) to provide greater transparency of short sale-related data. • Under Rule 13f-2, institutional investment managers (“Managers”) that meet or exceed certain prescribed reporting thresholds will report on Form SHO certain short position and short activity data for equity securities. The Commission will thereafter aggregate and publish certain data collected from Form SHO. • Under the amendment to the NMS Plan governing CAT (“CAT NMS Plan”), CAT reporting firms will indicate whether an order is a short sale effected by a market maker in connection with bona fide market making (“BFMM”) activities for which the BFMM exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed. FACT SHEET | Final Rules: Enhancing Short Sale Disclosure U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 2 OF 2 required to file reports pursuant to Section 15(d) of the Exchange Act (“Reporting Company Issuer”) over which the Manager and all accounts over which the Manager (or any person under the Manager’s control) has investment discretion with respect to a monthly average gross short position that meets or exceeds a prescribed reporting threshold; and • Each equity security that is of a class of securities of an issuer that is not a Reporting Company Issuer over which the Manager and all accounts over which the Manager (or any person under the Manager’s control) has investment discretion with respect to a gross short position that meets or exceeds a prescribed reporting threshold. For each reported equity security, a Manager will be required to report on Form SHO certain information, including: • The Manager’s end-of-month gross short position in the equity security at the close of regular trading hours on the last settlement date of the calendar month; and • For each individual settlement date during the calendar month, the Manager’s “net” activity in the reported equity security, which includes activity in derivatives, such as options. The Commission 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, including, for example: • As an aggregated number of shares across all reporting Managers, the Managers’ gross short position in the reported equity security at the close of regular trading hours on the last settlement date of the calendar month, as well as the corresponding dollar value of that reported gross short position; and • For each settlement date during the calendar month, the “net” activity in the reported equity security, as aggregated across all reporting Managers. Amendment to the CAT NMS Plan: The amendment to the CAT NMS Plan will require CAT reporting firms to report to the CAT, for the original receipt or origination of an order to sell an equity security, whether the order is a short sale effected by a market maker in connection with bona fide market making activities in the equity security for which the bona fide market making exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed. What’s Next Rule 13f-2, Form SHO, and the amendment to the CAT NMS Plan will become effective 60 days following the date of publication of the adopting release in the Federal Register. The compliance date for Rule 13f-2 and Form SHO will be 12 months after the effective date of the adopting release – with public aggregated reporting to follow 3 months later. The compliance date for the amendment to the CAT NMS Plan will be 18 months after the effective date of the adopting release. Why This Matters How the Rules Apply Rule 13f-2 and Form SHO: Rule 13f-2 will require a Manager to file a Form SHO report via the Commission’s EDGAR system within 14 calendar days after the end of each calendar month with regard to: Amendment to the CAT NMS Plan: The amendment to the CAT NMS Plan will require CAT reporting firms to report to the CAT, for the original receipt or origination of an order to sell an equity security, whether the order is a short sale effected by a mar... What’s Next Rule 13f-2, Form SHO, and the amendment to the CAT NMS Plan will become effective 60 days following the date of publication of the adopting release in the Federal Register. The compliance date for Rule 13f-2 and Form SHO will be 12 months after the ef...