A large investment manager takes a new position in a public company. Weeks later, that holding may appear in a regulatory filing that investors and analysts can review.
SEC Form 13F is a quarterly filing used by qualifying institutional investment managers to disclose certain securities holdings. Managers generally become subject to the filing requirement when they exercise investment discretion over at least $100 million in Section 13(f) securities.
The filing gives the public useful insight into institutional holdings, but it does not show a manager's complete or current portfolio.
In this guide, you'll learn who must file Form 13F, which securities are reported, when the filing is due, how to read it, and what its data can and cannot tell you.
What is SEC Form 13F?
Form 13F is an SEC report filed by institutional investment managers under Section 13(f) of the Securities Exchange Act of 1934. Congress created the reporting program in 1975 to make information about large institutional securities holdings more available to the public.
Form 13F is different from company filings such as Form 10-K or Form 10-Q. Those filings describe a public company's business and financial results, while Form 13F reports certain securities managed by an institutional investment manager.
The SEC provides detailed Form 13F filing guidance for managers and filers.
Who Must File Form 13F?
Institutional investment managers must file Form 13F when they meet the SEC's reporting conditions and exercise investment discretion over at least $100 million in Section 13(f) securities. The rule is not limited to hedge funds or registered investment advisers.
Institutional investment managers can include:
Investment advisers
Banks and bank trust departments
Insurance companies
Broker-dealers
Pension funds
Corporations managing their own investment portfolios
Hedge fund managers and other asset managers
An entity can have a Form 13F obligation even when it is not registered with the SEC as an investment adviser. Foreign institutional investment managers can also qualify if they use U.S. interstate commerce in their business and meet the $100 million threshold.
What Does Investment Discretion Mean?
Investment discretion generally means having authority to decide which securities are bought or sold for an account. A manager can also exercise discretion when it makes those decisions even though another person has final responsibility for the account.
The rule can extend across controlled entities. For example, a parent company may share investment discretion with a subsidiary that manages securities.
What is the $100 Million Form 13F Filing Threshold?
The Form 13F filing threshold is $100 million in Section 13(f) securities over which the manager exercises investment discretion. It is not simply based on the firm's total assets under management.
Managers calculate the fair market value of qualifying securities on the last trading day of each month. Reaching at least $100 million on the last trading day of any month during a calendar year can trigger the Form 13F filing cycle.
For example, a firm may manage $200 million in total assets but have less than $100 million invested in Section 13(f) securities. Total AUM alone would not meet the filing test.
A manager that first reaches the threshold generally files its first Form 13F for the December quarter of that year. It then files for the following March, June, and September quarters, even if qualifying holdings later fall below $100 million.
What Securities Are Reported on Form 13F?
Form 13F covers securities included on the SEC's Official List of Section 13(f) Securities. The SEC updates the list every quarter, and the current list should be used for the relevant reporting period.
Common reportable securities include:
U.S. exchange-traded stocks
Exchange-traded funds
Closed-end investment companies
Certain convertible debt securities
Certain equity options
Certain warrants
Filers should use the correct Official List of Section 13(f) Securities for the reporting period. A holding generally belongs on Form 13F only when the security appears on the applicable Section 13(f) list and meets the reporting requirements.
Managers may leave some small positions out of Form 13F. For a share position, the manager must hold fewer than 10,000 shares and the aggregate fair market value must be below $200,000. Both conditions must be met.
What is Not Reported on Form 13F?
Form 13F does not show every asset or position held by an institutional investment manager. Assets outside the Section 13(f) reporting framework are not part of the filing.
Items normally outside the filing include:
Cash
Short equity positions
Open-end mutual funds
Many fixed-income securities
Physical commodities
Securities outside the Section 13(f) list
Short positions should not be reported or deducted from long positions in the same security. A reported long holding may therefore show only part of the manager's actual market exposure.
What Information Does Form 13F Show?
Form 13F provides details about each reportable security, including its quantity, value, investment discretion, and voting authority. Most position-level information appears in the Information Table.
Form 13F Field | What It Shows |
Name of issuer | Company or security issuer |
Title of class | Type or class of security |
CUSIP | Security identifier |
Value | Fair market value at quarter-end |
Shares or principal amount | Quantity reported |
Put/Call | Certain reportable option positions |
Investment discretion | How discretion over the holding is exercised |
Other manager | Another manager connected to the position |
Voting authority | Shares with sole, shared, or no voting authority |
Form 13F values are now rounded to the nearest U.S. dollar rather than the older practice of reporting values in thousands. CUSIP remains required, while FIGI may be reported as an additional identifier.
Researchers can use these fields to compare share counts, reported values, new positions, and changes between reporting periods.
What is the Difference Between 13F-HR and 13F-NT?
13F-HR and 13F-NT are different EDGAR filing types used for different Form 13F reporting situations. The filing type helps show where a manager's reportable holdings appear.
Report | EDGAR filing type | Meaning |
13F Holdings Report | 13F-HR | All reportable holdings are included in the filing |
13F Combination Report | 13F-HR | Some holdings are listed here and others are reported by another manager |
13F Notice | 13F-NT | Holdings are reported by another manager |
The SEC uses 13F-HR for both Holdings Reports and Combination Reports. A 13F-NT can contain only a Cover Page because another manager reports the relevant holdings.
Amended filings appear as 13F-HR/A or 13F-NT/A.
When is Form 13F Due?
Form 13F is generally due within 45 days after the end of the applicable calendar quarter. Managers file public Form 13F reports electronically through EDGAR.
The reporting quarters end on:
March 31
June 30
September 30
December 31
If a filing date falls on a weekend or qualifying holiday, the deadline may move to the next business day.
The delay matters when researching institutional holdings. By the time a filing becomes public, the quarter-end position may already have changed.
How to Read a Form 13F Filing
A Form 13F should be read through its cover page, summary page, and information table together. These three parts provide the context needed to understand the filing.
Cover Page
The cover page identifies the reporting manager, reporting period, report type, and amendment status. It also shows whether confidential treatment has been requested.
Check whether the filing is a Holdings Report, Combination Report, or Notice before reviewing the holdings.
Summary Page
The summary page gives a high-level view of the reported holdings. It includes the number of Information Table entries, total reported value, and other included managers where applicable.
The list of other managers helps explain situations where more than one manager shares investment discretion.
Information Table
The information table contains the individual securities positions reported for the quarter. It shows issuer names, security classes, values, quantities, investment discretion, and voting authority.
The table is a quarter-end snapshot. It does not show every trade made during the reporting period.
How to Find and Research Form 13F Filings
Public Form 13F filings can be found through the SEC's EDGAR database by searching the manager, CIK, or filing type. Researchers should also check for amended filings before relying on historical data.
Useful filing types include:
13F-HR
13F-HR/A
13F-NT
13F-NT/A
Comparing several quarters can show when a position first appeared, whether the share count changed, and when it stopped being reported.
However, a missing holding does not always mean every share was sold. A small position that no longer needs to be reported, confidential treatment, or a change in reporting responsibility can also affect what appears.
For easier filing research, Global Filings offers AI-powered Corporate Filings to help you search, review, and compare filing data in one place. You can also start a free trial to explore the platform.
How Do Investors and Analysts Use Form 13F Data?
Investors and analysts use Form 13F data to track reported institutional holdings and compare changes across quarters. It can reveal useful patterns, but it should not be treated as a live trading record.
Common uses include:
Tracking institutional holdings
Finding newly reported positions
Spotting positions removed from a filing
Comparing share counts between quarters
Reviewing portfolio concentration
Tracking several managers holding the same stock
Studying changes in institutional ownership
Share count and market value should be compared together. A position can rise from $50 million to $60 million because the stock price increased, even when the manager did not buy additional shares.
The same caution applies when values fall. A lower reported value does not automatically prove that the manager sold shares.
What Are the Limitations of Form 13F?
Form 13F gives a delayed and incomplete view of an investment manager's holdings. Anyone using the filing for research should understand what the data leaves out.
The Holdings Are Historical
Form 13F reports positions as of quarter-end, not necessarily what the manager owns when the filing becomes public. The manager may change or exit a position before investors see the filing.
A position may also have been opened much earlier in the quarter. Form 13F should therefore be treated as historical holdings data.
Short Positions and Other Assets Are Missing
Form 13F does not show short equity positions, cash, or many assets outside the Section 13(f) list. A long position in the filing may represent only one part of the manager's real exposure.
This also affects portfolio concentration analysis. A security may look large within the reported 13F holdings but represent a smaller share of the manager's total portfolio.
Form 13F Filings Can Contain Errors
EDGAR acceptance does not mean the SEC has confirmed the substantive accuracy of a Form 13F filing. The SEC tells managers to review accepted filings and correct errors they find.
Errors can involve share counts, values, identifiers, or missing positions. Researchers should check for amendments when historical data appears inconsistent.
Can Form 13F Be Amended or Kept Confidential?
Managers can amend Form 13F filings, and qualifying information can receive confidential treatment under SEC rules. Both situations can change what appears in the public filing record.
Managers should promptly amend filings when they discover an error. An amendment may correct existing information or add holdings that were omitted from the original filing.
Managers can also request confidential treatment for certain information. If confidential treatment expires or the SEC denies the request, the manager must amend the public filing to disclose the affected holdings.
What Happens If a Manager Does Not File Form 13F
Failure to file a required Form 13F can result in SEC enforcement action and civil penalties.
In September 2024, the SEC charged 11 institutional investment managers for failing to file required Forms 13F. Nine firms agreed to pay more than $3.4 million in combined civil penalties, while two firms received no civil penalty after self-reporting and cooperating with the SEC.
This enforcement action shows why managers need to monitor the $100 million threshold and quarterly filing obligations carefully.
Form 13F vs Schedule 13D vs Schedule 13G
Form 13F reports certain holdings managed by institutional investment managers, while Schedules 13D and 13G focus on beneficial ownership of a specific issuer's securities.
Filing | Main purpose |
Form 13F | Quarterly reporting of certain institutional manager holdings |
Schedule 13D | Detailed beneficial ownership reporting for certain holders above 5% |
Schedule 13G | Beneficial ownership reporting for qualifying filer categories |
Schedules 13D and 13G generally relate to beneficial ownership of more than 5% of a covered class of equity securities. Form 13F instead focuses on qualifying holdings under institutional investment management.
Bottom Line
SEC Form 13F is a quarterly filing that gives the public insight into certain securities managed by large institutional investment managers. It helps investors, analysts, researchers, and compliance teams compare institutional holdings across reporting periods.
Still, Form 13F is not a complete portfolio or a real-time trading record. Check the reporting date, filing type, share count, amendments, confidential treatment, and missing asset classes before drawing conclusions from the data.
Frequently Asked Questions
Is Form 13F Public Information?
Yes. Public Form 13F filings are available through the SEC's EDGAR database, where users can search managers and review current or historical reports. Information under confidential treatment may not appear publicly right away.
What is the $100 Million Rule for Form 13F?
The $100 million threshold applies to Section 13(f) securities over which an institutional investment manager exercises investment discretion. The value is tested on the last trading day of each month and is not the same as total firm assets under management (AUM).
When does a manager file its first Form 13F?
A manager that first reaches the threshold generally files its first Form 13F for the December quarter of that calendar year. It then files for the March, June, and September quarters of the following year.
How often is Form 13F filed?
Form 13F follows a quarterly reporting cycle for managers subject to the requirement. Filings are generally due within 45 days after the end of the applicable calendar quarter.
Does Form 13F show all of a fund's holdings?
No. Form 13F covers securities within the Section 13(f) reporting framework and does not show a manager's complete portfolio. Cash, short equity positions, and many other assets are excluded.
Does Form 13F report short positions?
No. Short equity positions are not reported on Form 13F and should not be subtracted from reported long holdings. A disclosed long position may therefore show only part of the manager's exposure.
Can a Form 13F be amended?
Yes. Managers should amend Form 13F when they discover errors, and an amendment can also add holdings omitted from an earlier filing. Amended filings generally appear as 13F-HR/A or 13F-NT/A.
