13F Reporting Requirements for Institutional Investment Managers

If your firm exercises investment discretion over $100 million or more in certain U.S. equity securities, the 13F filing requirements obligate you to disclose those holdings to the SEC within 45 days after the end of each calendar quarter. The report is filed electronically on Form 13F through EDGAR, lists each qualifying long position, and becomes public as soon as it’s accepted. Four quarterly filings are owed once the threshold is crossed, and the obligation continues until a full calendar year passes without the portfolio hitting $100 million on any month-end.

Who Has to File

Section 13(f) of the Securities Exchange Act of 1934 defines an institutional investment manager as any entity that buys or sells securities for its own account, or any person or organization that exercises investment discretion over someone else’s account. Discretion means the authority to decide which securities to buy or sell without needing approval for each trade. Banks, insurance companies, broker-dealers, investment advisers, pension funds, and trust departments all fit. Corporations that manage their own investment portfolios qualify too, even if they aren’t in the money management business.¹

Foreign managers are not exempt. If a foreign firm uses any means of U.S. interstate commerce in its business and exercises discretion over $100 million or more in qualifying securities, it files the same form a domestic firm does.¹

Parent companies share investment discretion with their subsidiaries by virtue of the control relationship. If a subsidiary manages its own portfolio but doesn’t independently hit $100 million, the parent aggregates those holdings into its own filing without separately identifying the subsidiary. If both parent and subsidiary each clear the threshold on their own, the parent lists the subsidiary on the Summary Page and tags each holding in the Information Table to show which entity manages it.¹ This is a common stumbling block for financial holding companies.

How the $100 Million Threshold Works

The threshold has been unchanged since 1978. To test whether you’ve crossed it, calculate the aggregate fair market value of your Section 13(f) holdings on the last trading day of each calendar month. If the total reaches $100 million on the last trading day of any month during a calendar year, you owe four quarterly filings: one for the fourth quarter of that same year (due within 45 days after December 31), plus three more for the first three quarters of the following year.¹ Dropping back below $100 million after triggering the obligation doesn’t excuse any of those filings.

The duty renews year to year as long as the portfolio reaches the threshold in at least one month. Once a full calendar year passes without a month-end total of $100 million, filing stops after the remaining required reports are made.¹

Which Securities Get Reported

Form 13F doesn’t cover the entire portfolio. It applies only to “Section 13(f) securities,” which the SEC publishes on an Official List and updates every quarter. The list primarily includes U.S. exchange-traded stocks on NYSE, Nasdaq, and similar exchanges, shares of closed-end investment companies, and shares of exchange-traded funds. Certain convertible debt securities, equity options, and warrants also appear.² Each quarterly edition flags additions and deletions, so compliance teams need to check the current list rather than relying on a prior one.³

Several categories are excluded entirely: shares of open-end mutual funds, most fixed-income securities, and foreign securities not traded on a U.S. exchange. Short positions do not go on Form 13F either. Managers with large short positions report those separately on Form SHO under Rule 13f-2, which has its own thresholds and monthly filing deadlines.⁴

A de minimis exception lets you omit a position in a given issuer when you hold fewer than 10,000 shares and the aggregate fair market value is less than $200,000. Both conditions must be true. Reporting small positions anyway is permitted, and many managers do that rather than risk misjudging eligibility.¹

What Goes on the Form

A complete filing has three parts: a Cover Page, a Summary Page, and the Information Table. The Information Table carries the holdings data, one row per security. For each qualifying position you report:

Issuer name, exactly as it appears on the current Official List.
Title of class (common stock, preferred shares, convertible notes, or a description matching the Official List).
The nine-digit CUSIP number. The share-class-level FIGI (Financial Instrument Global Identifier) may also be included but is optional.⁵
Fair market value of the position as of the last trading day of the reporting quarter.
Number of shares held at quarter-end.
Investment discretion: sole, shared, or “defined” (defined covers parent-subsidiary situations).
Voting authority: the number of shares over which the manager holds sole, shared, or no voting power.⁵

Options need particular care. When reporting a put or call option that appears on the Official List, enter the CUSIP of the underlying stock rather than the option itself, and use the investment discretion column to flag it as an option position. Only options you hold (long positions) are reported. Written options and short option positions stay off the form.¹

How and When to File

Everything goes through EDGAR. There’s no paper option. A first-time filer registers by submitting a Form ID application and selecting the “Institutional Investment Manager (Form 13F Filer)” applicant type. The SEC assigns a CIK (Central Index Key) and the manager obtains access codes through the EDGAR filer management portal. A CIK obtained for other SEC filings such as Schedule 13D may be reusable, but a CIK tied to a regulated entity registration like Form ADV cannot be used for 13F filings; a separate CIK is required.¹

The filing is submitted as a single XML document under form type 13F-HR, including Cover Page, Summary Page, and Information Table together. You can build it on the EDGAR Filing Website or construct it from scratch following the EDGAR XML Technical Specification.¹

Each report is due within 45 days after the end of the calendar quarter. If the 45th day falls on a weekend or federal holiday, the deadline moves to the next business day. For 2026:

Q4 2025 report: February 17, 2026
Q1 2026 report: May 15, 2026
Q2 2026 report: August 14, 2026
Q3 2026 report: November 16, 2026

Once EDGAR accepts the submission, the data is public. The manager gets an electronic confirmation and the filing becomes part of the permanent public record.¹

Fixing a Filing After Submission

The SEC expects managers to “promptly amend” a previously filed Form 13F upon discovering an error. How you amend depends on what went wrong:¹

To correct errors, resubmit the entire filing with corrected data. The amended version supersedes the original.
To add omitted securities, file an amendment that includes only the added positions. That supplements the original rather than replacing it.
To do both at once, file two separate amendments, one for each purpose.
If confidential treatment is denied or expires, amend the public filing within six business days and include a specific legend on the Cover Page explaining the change.

If the original submission was missing any of the three required parts, you have to resubmit a complete filing.

Requesting Confidential Treatment

If disclosure would telegraph a position you’re still building or unwinding, you can ask the SEC to shield specific holdings from public view. Confidential treatment requests are filed electronically through EDGAR using form type 13F-CTR. The public Form 13F must note that certain information has been omitted and filed separately, and the confidential filing lists only the withheld holdings, each page marked “CONFIDENTIAL TREATMENT REQUESTED.”¹

The SEC grants confidential treatment for an initial period of three, six, nine, or twelve months, measured from the quarterly filing date. Extensions require a new request. The usual legal bases are:

Trade secrets or commercial information. Most institutional managers rely on FOIA Exemption 4, arguing that disclosure would expose a proprietary investment strategy.
Personal holdings. Available where disclosure would identify securities held by a natural person, estate, or personal trust. Protection lasts indefinitely once granted, though filing obligations continue.
Open risk arbitrage positions. Shielded through the end of the quarter in which the deal closes or terminates.
Ongoing acquisition or disposition programs. Available in limited circumstances when a manager is actively building or reducing a position.¹

If the request is denied or the granted period runs out, you amend the public filing within six business days to include the previously withheld holdings.

Penalties for Missing or Late Filings

The SEC enforces these rules. In September 2024, the agency charged 11 institutional investment managers for failing to file required reports. Nine of them agreed to pay civil penalties totaling more than $3.4 million, with individual fines ranging from $175,000 to $725,000 depending on the severity and duration of the violations.⁶

Two firms in that same action avoided penalties entirely because they self-reported and cooperated with the investigation. If your compliance team discovers a missed or late filing, reporting it proactively puts the firm in a far better position than waiting for the SEC to find it.

What 13F Data Doesn’t Show

Anyone reading other managers’ filings should keep the limits of the data in mind. The 45-day filing window means positions can be nearly two months old by the time a report becomes public. A manager might have sold out of a reported position before you ever see it.

The form captures only long positions in Section 13(f) securities. Short positions, written options, most bonds, foreign-only securities, and open-end mutual fund shares are all invisible. A large equity portfolio could be hedged with short positions and derivatives that never appear anywhere on the 13F. The de minimis exception adds another gap: early-stage positions in smaller companies can sit below the 10,000-share and $200,000 thresholds and never show up until they’ve grown.

1
U.S. Securities and Exchange Commission. Frequently Asked Questions About Form 13F
2
U.S. Securities and Exchange Commission. Official List of Section 13(f) Securities
3
U.S. Securities and Exchange Commission. List of Section 13F Securities – Fourth Quarter – FY 2025
4
eCFR. 17 CFR 240.13f-2 – Reporting by Institutional Investment Managers Regarding Gross Short Position and Activity Information
5
U.S. Securities and Exchange Commission. Form 13F – Information Required of Institutional Investment Managers
6
U.S. Securities and Exchange Commission. SEC Charges 11 Institutional Investment Managers with Failing to Report Certain Securities Holdings