December 4, 2025
What happened?
On December 3, 2025, the SEC issued an order providing an exemption from compliance with the short position and short activity reporting rules (Rule 10c-1a and 13f-2, respectively). According to the order, compliance with Rule 13f-2 and Form SHO is now delayed until January 2, 2028.
The temporary exemption from compliance comes after the Fifth Circuit Court of Appeals remanded the rules to the SEC “to allow the agency to consider and quantify the cumulative economic impact” and to “respond to further comments.”
Chairman Atkins published a statement shortly after the Court’s decision that directed SEC 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.” It appears the SEC has opted to adjust the compliance date rather than work immediately on revising the rule to respond to the court’s decision.
What does this mean for me?
This move provides clarity for compliance programs on near-term needs. We no longer have to worry that our Form SHO preparations will be in vain due to an eleventh hour compliance date extension (see multiple extensions of amended Form PF for comparison).
While compliance programs will appreciate the extra time, this latest move was not without dissent. Commissioner Crenshaw, in the liberal minority of the SEC, published a statement that repeated her concern around an emerging pattern of “repeal by extension.” The Fifth Circuit Court of Appeals did not vacate the rule, meaning the rule is still effective. The court remanded this effective rule to the SEC with clear instructions – revise this rule to address the issues raised by the court. Rather than revising the rule, the SEC extended the compliance date by two years, which may be buying time to write the rule out of existence.
What can we learn from this pattern? Gensler era rules that faced conservative dissents and mixed, 3-2, commission votes are likely to be delayed or withdrawn by the SEC under Atkins. Bipartisan rules made over multiple administrations with unanimous, 5-0, commission votes – like the Marketing Rule and amended Reg S-P – are likely to be on time and treated as effective rules. Reg S-P was not delayed by Atkins, and under Atkins, the SEC released additional Marketing Rule FAQ guidance. Under Atkins, settled enforcement actions on both the Marketing Rule and the prior version of Reg S-P have also been announced.
We will continue to monitor regulatory updates and new developments. Questions? Contact us. FilePoint is here to help.
