What Is SEC Form 13F? Filers, Deadlines, and Penalties

SEC Form 13F is a quarterly report that institutional investment managers must file with the Securities and Exchange Commission whenever they hold at least $100 million in listed U.S. securities. The filing lists every qualifying long position at the end of the quarter, and it is due within 45 days of that quarter’s close. Once submitted through the SEC’s EDGAR system, the report is public and free to read.¹

Who Has to File

The filing obligation is triggered when an institutional investment manager holds $100 million or more in Section 13(f) securities on the last trading day of any month during a calendar year.² Only securities on the SEC’s Official List count toward the $100 million calculation, not everything in the portfolio.

Once the threshold is crossed in any single month, four consecutive quarterly reports are required. The first covers the quarter ending in December of that year, and the next three cover the March, June, and September quarters that follow.³ All four are due even if the portfolio later drops below $100 million. If the threshold is hit again in the following calendar year, a new four-filing cycle begins.

“Institutional investment manager” covers two categories. The first is any entity that buys and sells securities for its own account, which sweeps in banks, insurance companies, broker-dealers, corporations, and pension funds. The second is anyone who exercises investment discretion over another person’s account, such as a registered investment adviser or a bank trust department.³ Common filers include:

Commercial banks and their trust departments
Insurance companies
Registered investment advisers
Hedge funds
Pension funds
Broker-dealers
Corporations managing their own investment portfolios

A natural person managing only their own personal account is not an institutional investment manager, no matter how large the portfolio. A trustee with investment discretion over a trust does qualify, and a government entity can meet the definition as well.³

Parent companies and subsidiaries that share investment discretion can sometimes file together. If a subsidiary does not independently meet the threshold, the parent can aggregate holdings into a single report. When both cross the threshold on their own, 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 available when part of a manager’s holdings appears on its own 13F and the rest on another entity’s filing.³

Which Securities Must Be Reported

Only securities on the SEC’s Official List of Section 13(f) Securities are reportable. The SEC updates this list quarterly, and filers must use the current version.⁴ Each entry is identified by its nine-digit CUSIP number. In general, the list 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 list

Several categories of holdings are outside the filing entirely:

Short positions. They are not reported and cannot be netted against a long position in the same security.³
Cash, money market funds, and certificates of deposit.
Corporate and government bonds that are not convertible into equity.
Shares traded exclusively on foreign exchanges.
Written (short) options. Only long option positions on the Official List are reported; when reporting one, enter “PUT” or “CALL” in the type column and use the CUSIP of the underlying security.

De Minimis Exemption

A position can be left off the filing only if it meets both parts of a two-part test: fewer than 10,000 shares and less than $200,000 in fair market value at quarter-end.² For convertible debt, the value test is less than $200,000 in principal amount. Both prongs must be satisfied. A holding of 5,000 shares worth $300,000 still has to be reported.

What Each Filing Contains

Every 13F includes a Cover Page, a Summary Page, and an Information Table. For each position, the Information Table shows:²

Issuer name, listed alphabetically
Title of class (for example, “common stock” or “convertible debenture”)
CUSIP number, with an optional Financial Instrument Global Identifier (FIGI) added under 2023 rule amendments
Fair market value at quarter-end, rounded to the nearest dollar
Number of shares held, or principal amount for debt
Investment discretion (sole, shared, or defined)
Voting authority, broken out into sole, shared, and none

Before 2023, dollar values were rounded to the nearest thousand. The SEC’s 2022 amendments moved rounding to the nearest dollar, effective January 2023, and also added the FIGI option and required additional identifiers such as the manager’s SEC file number on the Cover Page.³

Deadlines and Filing Through EDGAR

Each report is due within 45 days after the end of the calendar quarter it covers.² When the deadline lands on a weekend or federal holiday, the filing is due the next business day. The standard dates are:

Q4 (October–December): February 14
Q1 (January–March): May 15
Q2 (April–June): August 14
Q3 (July–September): November 14

All 13F filings go through EDGAR, the SEC’s Electronic Data Gathering, Analysis, and Retrieval system. Once accepted, a filing is immediately public. Before submitting a first 13F, a manager has to obtain EDGAR access by filing a Form ID with a notarized authentication document. The SEC reviews the application and assigns a Central Index Key (CIK) number and confirmation code needed to log in.⁵ The SEC advises applying well ahead of any anticipated filing deadline.

Confidential Treatment and Amendments

A manager can ask the SEC to temporarily withhold specific positions from public view through a confidential treatment request. The manager must show that disclosure would cause substantial competitive harm, and the public filing must indicate on the Summary Page that confidential treatment has been requested for certain holdings.² Since February 2023, these requests must be submitted through EDGAR rather than on paper. If the SEC denies the request, the manager must promptly amend the filing to add the withheld positions.³

Amendments come in two forms, and each is filed separately:³

A restatement, used when the original filing has incorrect data such as a wrong share count or fair market value. The entire filing is resubmitted with corrected figures.
An addition of new holdings, used when reportable securities were left off entirely or when confidential treatment has expired or been denied. Only the newly added positions are included.

Each amendment carries a complete Cover Page showing the amendment number and the type of correction. A filing with both incorrect data and missing holdings needs two separate amendments, one for each type.²

Penalties for Failing to File

The SEC enforces 13F obligations. 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 $725,000.⁶ Two firms in the same action, both of which self-reported and cooperated with the investigation, were not ordered to pay any financial penalty.

Reading Other Managers’ 13F Filings

Anyone can search and read 13F filings for free through EDGAR at sec.gov. Enter a firm’s name in the Company Name field of EDGAR’s full-text search, or use the “Latest Filings” function with “13F” as the form type to browse recent reports.¹ Each filing includes the full Information Table with every reported position, its value, share count, and voting authority breakdown.

1
Investor.gov. Form 13F – Reports Filed by Institutional Investment Managers
2
SEC.gov. Form 13F – Information Required of Institutional Investment Managers
3
U.S. Securities and Exchange Commission. Frequently Asked Questions About Form 13F
4
U.S. Securities and Exchange Commission. Official List of Section 13(f) Securities
5
U.S. Securities and Exchange Commission. Prepare and Submit My Form ID Application for EDGAR Access
6
U.S. Securities and Exchange Commission. SEC Charges 11 Institutional Investment Managers with Failing to Report Certain Securities Holdings