What Is SEC Form 13F? Filing Requirements and Deadlines

SEC Form 13F filing requirements apply to any institutional investment manager that holds at least $100 million in qualifying U.S. securities. Once that threshold is crossed, the manager must file a quarterly report with the Securities and Exchange Commission listing its long positions, submitted electronically through EDGAR within 45 days after the end of each calendar quarter.¹

Who Must File

The filing obligation is triggered when the total fair market value of a manager’s qualifying securities reaches $100 million or more on the last trading day of any month during a calendar year. Only securities on the SEC’s Official List of Section 13(f) Securities count toward the calculation, not every asset the manager holds.¹

Once the threshold is met, the manager must file four consecutive quarterly reports. The first covers the quarter ending in December of the year the threshold was reached, and the next three cover the March, June, and September quarters of the following year. All four are required even if the portfolio later drops below $100 million. If the portfolio hits the threshold again the next calendar year, the cycle resets.²

“Institutional investment manager” covers two groups. The first is any entity that buys and sells securities for its own account: banks, insurance companies, broker-dealers, corporations, and pension funds. The second is anyone who exercises investment discretion over someone else’s account, including registered investment advisers, hedge funds, and bank trust departments. A trustee with investment discretion over a trust account qualifies, and a government entity can qualify. A natural person managing only their own personal account does not qualify, regardless of portfolio size.²

Parent Companies and Subsidiaries

Related entities that share investment discretion can sometimes combine holdings into a single filing. If a subsidiary does not independently meet the $100 million threshold, the parent can aggregate the holdings into one report. When both entities independently meet the threshold, the parent files a report covering both, identifies the subsidiary on the Summary Page, and links specific holdings to it in the Information Table. A combination report is possible when some qualifying securities appear on the manager’s own 13F and the rest appear on another entity’s filing.²

Which Securities Get Reported

Only securities that appear on the SEC’s Official List of Section 13(f) Securities are reportable. The SEC updates and publishes the list every quarter, and managers must use the current version when preparing a filing. Each security is identified by its nine-digit CUSIP number.³

The list generally includes:

Common stock, preferred stock, and shares of closed-end investment companies
Exchange-traded put and call options on qualifying securities
Convertible debt securities
Certain exchange-traded funds that appear on the official list

The De Minimis Exemption

A small position can be left off the 13F if it meets both of two conditions: fewer than 10,000 shares and less than $200,000 in fair market value at quarter-end. For convertible debt, the second test is less than $200,000 in principal amount. Both conditions must be met. A position with only 5,000 shares but worth $300,000 still has to be reported.¹

Options

Long positions in put or call options are reportable only if the specific options appear on the Official List. Written (short) options are never reported, and they cannot be netted against a long position in the same security. When reporting an option, the manager enters “PUT” or “CALL” in the type column and uses the CUSIP of the underlying security.²

What Each Filing Contains

A 13F report has a Cover Page, a Summary Page, and an Information Table listing every reportable holding. For each position, the Information Table calls for:¹

Issuer name, listed alphabetically
Title of class, such as “common stock” or “convertible debenture”
CUSIP number, with an optional Financial Instrument Global Identifier (FIGI)
Fair market value at quarter-end, rounded to the nearest dollar
Number of shares held, or principal amount for debt
Whether investment discretion is sole, shared, or defined
Voting authority broken out into sole, shared, and none

Before 2023, fair market values were rounded to the nearest thousand. The SEC’s 2022 amendments changed the rounding to the nearest dollar, effective January 2023. The same amendments added the optional FIGI code and required managers to report additional identifiers such as their SEC file number on the Cover Page.²

Deadlines and How to File

Each 13F is due within 45 days after the end of the calendar quarter it covers. If a deadline lands on a weekend or federal holiday, the filing is due the next business day. The standard deadlines are:¹

Fourth quarter (October through December): February 14
First quarter (January through March): May 15
Second quarter (April through June): August 14
Third quarter (July through September): November 14

All filings must be submitted electronically through the SEC’s EDGAR system. Once accepted, they become immediately available to the public. Before a manager can submit its first 13F, it must obtain EDGAR access by filing a Form ID, which requires a notarized authentication document. The SEC reviews each application and issues a Central Index Key (CIK) number and confirmation code needed to log in. The SEC advises applying well in advance of any anticipated filing deadline.⁴

What Doesn’t Go On the Form

Form 13F captures long positions in securities on the Official List, and nothing else. Several categories a manager might expect to include are excluded:

Short positions. They are not reported, and they are not netted against long positions in the same security.²
Cash, money market funds, and certificates of deposit
Standard corporate and government bonds that are not convertible into equity
Shares traded exclusively on foreign exchanges
Written options (options the manager sold rather than purchased)

Confidential Treatment Requests

A manager can ask the SEC to temporarily withhold specific positions from the public filing to protect active trading strategies that could be harmed by premature disclosure. The manager has to demonstrate that revealing the position would cause substantial competitive harm.¹

Since February 2023, confidential treatment requests must be submitted electronically through EDGAR. The public filing must include a checkbox on the Summary Page indicating that confidential treatment has been requested for certain holdings. If the SEC denies the request, the manager must promptly amend the filing to include the withheld positions.²

Amending a Filing

If a manager finds errors in a filed 13F or needs to add holdings that were omitted, it must file an amendment. The SEC recognizes two types, and each requires its own filing if both apply:²

A restatement corrects incorrect data, such as a wrong share count or an inaccurate fair market value. The manager resubmits the entire filing with corrected figures.
An addition of new holdings is used when reportable securities were left off the original filing, or when confidential treatment has expired or been denied. It includes only the newly added positions.

Each amendment must include a complete Cover Page showing the amendment number and the type of correction. When a filing has both errors that need restating and missing positions that need adding, the manager files two separate amendments.¹

Penalties for Not Filing

The SEC enforces the 13F requirement. In a September 2024 action, the SEC charged 11 institutional investment managers with failing to file required 13F reports. Nine of the firms collectively paid more than $3.4 million in civil penalties, with individual fines running from $175,000 to $725,000. Two firms in the same action that voluntarily disclosed their own violations and cooperated with the SEC’s investigation were not ordered to pay a financial penalty.⁵

1
SEC.gov. Form 13F – Information Required of Institutional Investment Managers
2
U.S. Securities and Exchange Commission. Frequently Asked Questions About Form 13F
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U.S. Securities and Exchange Commission. Official List of Section 13(f) Securities
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U.S. Securities and Exchange Commission. Prepare and Submit My Form ID Application for EDGAR Access
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U.S. Securities and Exchange Commission. SEC Charges 11 Institutional Investment Managers with Failing to Report Certain Securities Holdings