Form 13F FAQ: Filing Requirements, Deadlines & More

Basics & Overview

What is the EDGAR?

EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (SEC). Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.

What is the Form 13F?

Form 13F is the reporting form filed by institutional investment managers pursuant to Section 13(f) of the Securities Exchange Act of 1934.

Congress passed Section 13(f) of the Securities Exchange Act in 1975 to increase the public availability of information regarding the securities holdings of institutional investors. Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets.

Who must file Form 13F?

Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13(f) securities must file Form 13F.

What are Section 13(f) securities?

Section 13(f) securities are identified on the SEC’s Official List of Section 13(f) Securities (as defined by Rule 13f-1(c)). The SEC updates the Official List each quarter shortly after the quarter ends.

The Official List primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain convertible debt securities, equity options, and warrants are also on the Official List and may be reportable.

Securities that are not on the Official List should not be reported on Form 13F. For example, shares of open-end investment companies (mutual funds) are not included on the list.

Who Must File?

Who must file Form 13F?

Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13(f) securities must file Form 13F.

This includes RIAs, broker-dealers, banks, insurers, pension funds, and other managers if the threshold is met.

What is an Institutional Investment Manager?

An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. For example, banks, insurance companies, and broker/dealers are institutional investment managers. So are corporations and pension funds that manage their own investment portfolios.

An institutional investment manager is also a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. For example, an investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager. So is the trust department of a bank.

A trustee is an institutional investment manager, but a natural person who exercises investment discretion over his or her own account is not an institutional investment manager.

Do RIAs have to file Form 13F?

Yes, if they exercise investment discretion over $100 million or more in Section 13(f) securities.

Being registered as an investment adviser does not automatically trigger Form 13F filing. The filing obligation depends on whether the manager’s discretionary holdings in Section 13(f) securities meet the $100 million threshold.

Do broker-dealers have to file Form 13F?

Yes, if they meet the $100 million threshold in Section 13(f) securities.

Broker-dealers are not exempt from Form 13F simply because they do not manage advisory accounts. The test is whether they exercise investment discretion over $100 million or more in Section 13(f) securities.

Do foreign institutional investment managers have to file?

Yes, if they use U.S. interstate commerce (including U.S. mail) in the course of their business and exercise investment discretion over $100 million or more in Section 13(f) securities.

Do individuals have to file Form 13F?

A natural person who only invests for their own account is not an institutional investment manager and does not file Form 13F.

However, if a natural person exercises investment discretion over another person’s or entity’s account, they are an institutional investment manager and must file if they meet the $100 million threshold.

Threshold & Timing

What is Investment Discretion?

An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management; or (ii) the manager makes decisions about which securities are bought or sold for the account(s), even though someone else is responsible for the investment decisions.

A manager also has investment discretion with respect to all accounts over which any natural person, company, or government instrumentality under its control exercises investment discretion. For example, by virtue of their corporate relationship, bank holding companies share investment discretion with their bank trust departments, and parent corporations share investment discretion with their subsidiaries.

What are 13F Securities?

These are securities that may be reported on Form 13F. A list of these securities - called the Official List of Section 13(f) Securities - is available shortly after the end of each calendar quarter on the SEC's website, at http://www.sec.gov/divisions/investment/13flists.htm. Section 13(f) securities are equity securities of a class described in Section 13(d)(1) of the Securities Exchange Act.

The Official List of Section 13(f) Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain convertible debt securities, equity options, and warrants are on the Official List and may be reported.

Securities that are not on the Official List should not be reported on Form 13F. For example, shares of open-end investment companies, i.e., mutual funds, are not included on the list and, therefore, should not be reported on Form 13F.

How do I calculate the $100 million threshold?

Calculate the aggregate fair market value of all Section 13(f) securities over which you exercise investment discretion on the last trading day of any month during a calendar year. If this amount equals or exceeds $100 million, you have met the filing threshold.

Only securities on the Official List of Section 13(f) Securities count toward this threshold. Do not include mutual funds, bonds, or other securities not on the list.

Contact us for a free analysis to determine if you are above the $100m threshold.

When should I file if I just reached the threshold?

Your first Form 13F filing covers the Q4 of the calendar year in which you first meet the $100 million threshold, and is due within 45 days after December 31 of that year.

Example: If you first reach $100 million at any month-end during 2026, your first filing covers Q4 2026 and is due by February 16, 2027. You must then continue filing for Q1, Q2, and Q3 of 2027 at minimum. No filings are required for earlier quarters in the year you crossed the threshold.

What if I fall below $100 million after triggering the filing requirement?

Once you trigger the filing requirement, you must continue filing Form 13F for three quarters of the subsequent calendar year (Q4 of the threshold year plus Q1, Q2, and Q3 of the following year), even if your holdings fall below $100 million during that period.

After completing those required filings, if you remain below the threshold, you may stop filing. However, if you meet the threshold again as if any future month-end, the filing obligation resumes.

Deadlines & Calendar

When is Form 13F due?

Form 13F is due within 45 days after the end of each calendar quarter.

The first filing is due within 45 days after December 31 of the calendar year in which you meet the $100 million filing threshold.

When the filing deadline falls on a Saturday, Sunday, or a U.S. federal holiday, the filing is due on the first business day after.

When do 13F filings become public?

Once filed and accepted, filings generally become publicly available on EDGAR shortly after acceptance, often the same day.

Filings do not all come out on one day. They trickle in throughout the 45-day window, with many filers submitting on or near the deadline.

Can I get an extension on Form 13F?

No. The SEC does not grant extensions for Form 13F filings.

In rare cases where electronic filing is temporarily impossible, filers may rely on Regulation S-T temporary hardship provisions, but this is not a routine deadline extension.

If you cannot meet the deadline, file as soon as possible and be aware that late filings may result in enforcement action.

Securities & Reporting

What are the different types of 13F Filings?

There are three types of 13F filings: 13F Notice Report, 13F Holdings Report, and 13F Combination Report.

• If all of your Section 13(f) securities are listed on your Form 13F, you are filing a 13F Holdings Report.

• If some of your Section 13(f) securities are listed on your Form 13F and the rest of your Section 13(f) securities are listed on someone else's Form 13F, you are filing a 13F Combination Report.

• If none of your Section 13(f) securities is listed on your Form 13F because all of your Section 13(f) securities are reported on someone else's Form 13F, you are filing a 13F Notice. When filing a 13F Notice, you submit only a cover page. It must include the name(s) of other manager(s) reporting for you.

Can I omit certain securities from my filing? (de minimis rule)

If your position in a security meets both of the following requirements, you may omit it from your Form 13F:

1. You hold fewer than 10,000 shares of a given issuer.

2. The aggregate fair market value of your holdings in that issuer is less than $200,000.

You must meet both requirements. If you prefer, you are permitted to include these small positions on your filing.

Do I report short positions on Form 13F?

No. Form 13F requires reporting of long positions only. Do not report short positions and do not subtract short positions from long positions in the same issuer.

Do I report mutual funds on Form 13F?

No. Shares of open-end investment companies (mutual funds) are not Section 13(f) securities and should not be reported on Form 13F.

Do I report foreign securities on Form 13F?

Only if they trade on a U.S. exchange (NYSE, AMEX) or are quoted on NASDAQ, and they appear on the Official List of Section 13(f) Securities. Do not report securities that only trade on foreign exchanges. ADRs that trade on U.S. exchanges are generally reportable if they appear on the Official List.

Do I report loaned securities on Form 13F?

Yes. Report securities you own and have loaned to a third party. As the lender, you retain investment discretion over these securities. The borrower should not report the loaned securities on their Form 13F.

How do I report options on Form 13F?

You may report put or call options that you hold and that are included on the Official List of Section 13(f) Securities. Enter the designation “Put” or “Call” in the Information Table as appropriate. Do not report put or call options that you write.

Keep the following in mind when reporting options:

3. The CUSIP listed should match the CUSIP of the underlying security, not the CUSIP of the option itself.

4. Report the number of shares the options contracts have the right to purchase, not the number of contracts (e.g., 1 contract = 100 shares in the Shares/PRN Amt column).

5. Report the value of the underlying securities, not the options themselves.

Should I use trade date or settlement date?

Use the trade date. (See SEC guidance in the Frequently Asked Questions About Form 13F.)

Filing Process

How do I file Form 13F?

Form 13F is filed electronically through the SEC’s EDGAR system. Most filers submit a 13F-HR (holdings report) with a cover page and an information table in XML format. Some filers may submit a 13F-NT (notice) if another manager reports the holdings for them.

ACN Solutions has filed more Form 13Fs per quarter than any other filing agent since 1999. If you’d like help with the filing mechanics — from data transformation to EDGAR submission — contact us here.

How do I get EDGAR access to file Form 13F?

To file on EDGAR, you need a Central Index Key (CIK) and EDGAR access codes (including a CCC). New filers obtain EDGAR access by submitting Form ID. If you use a filing agent like ACN, you will need to log into EDGAR and add the agent as a delegated filer — the agent then handles submission on your behalf.

What information must be reported on Form 13F?

A standard 13F-HR includes a cover page (manager identity and summary information) and an information table of reportable holdings. The information table includes: issuer name, title of class, CUSIP, value, shares/PRN amount, investment discretion type, and voting authority.

Late Filings & Penalties

What if I miss the Form 13F deadline?

File as soon as possible. The SEC does not grant extensions for Form 13F. Late filings may increase regulatory risk and may result in enforcement action, particularly for repeated or prolonged delinquencies.

What are the penalties for failing to file Form 13F?

Penalties can be substantial. In September 2024, the SEC charged 11 investment managers for failing to file or filing late, with combined penalties exceeding $3.4 million. Individual penalties ranged up to $750,000. See SEC press release 2024-135.

What is a delinquent 13F filing?

A delinquent filing is one submitted after the 45-day deadline. The SEC can identify delinquent filers, and repeated delinquencies increase enforcement risk.

I’ve never filed Form 13F but should have. What do I do now?

Consult with compliance or legal counsel. You may need to file any missed reports as soon as possible and consider voluntary self-reporting, especially if the delinquency spans multiple quarters. Once you’re ready to file, ACN can handle the filing mechanics for both current and back-period reports.

Has the SEC taken enforcement actions for 13F violations?

Yes. In September 2024, the SEC announced charges against 11 firms for Form 13F filing failures, resulting in over $3.4 million in combined penalties. See SEC press release 2024-135.

Amendments

When must I amend my Form 13F?

You should file an amendment if you discover a material error or omission in a previously filed Form 13F. This includes errors in the securities listed, share amounts, values, or voting authority.

How do I correct errors on a filed Form 13F?

File an amended Form 13F (13F-HR/A) through EDGAR. The amendment should include the complete, corrected information table (not just the corrections), and should be filed promptly after you discover the error.

Confidential Treatment

Can I request confidential treatment for Form 13F holdings?

Yes, in limited circumstances. Managers may request confidential treatment for positions that are being actively accumulated or disposed of, where public disclosure would reveal an ongoing investment strategy and could cause competitive harm. Confidential treatment is not automatic and is evaluated on a position-by-position basis.

How long does confidential treatment last?

Confidential treatment is granted for a limited period based on the facts of the request. Filers may initially request treatment for three months, six months, nine months, or one year. If the confidential period expires and is not extended, the manager must file an amendment disclosing the previously confidential positions within six business days.

“The information provided in this blog post is for general informational purposes only and does not constitute legal, compliance, or financial advice. ACN Solutions LLC is not a law firm, compliance advisor, or affiliated with the Securities and Exchange Commission (SEC). While we strive to provide accurate and timely guidance based on publicly available SEC resources, we do not speak on behalf of the SEC and are not authorized to interpret its rules or policies. Readers should consult their legal counsel or compliance professionals for specific guidance related to their regulatory obligations.”