Form 13F: Quarterly Disclosure of Institutional Holdings
TL;DR
- Form 13F is a quarterly report required by the SEC under Section 13(f) of the Securities Exchange Act of 1934. It discloses certain U.S.-traded securities over which an institutional investment manager exercises discretion of at least $100 million.
- The filing covers long positions in exchange-traded stocks, ETFs, closed-end funds, certain convertible debt, options, and warrants as of the last trading day of each calendar quarter.
- It omits short positions, foreign-exchange-only securities, cash, most bonds, and intra-quarter trades. Because it is filed up to 45 days after quarter-end, it cannot reveal a manager's current holdings or future intent.
What is Form 13F and what is it used for?
Form 13F is the SEC's mechanism for public transparency into the holdings of large institutional investors. Required by Section 13(f) of the Securities Exchange Act of 1934, it gives regulators and the public a periodic snapshot of which U.S.-traded equity-like securities major investment managers hold.
The form serves three concrete purposes:
- Regulatory oversight. The SEC uses aggregate 13F data to monitor concentration, market structure, and institutional influence in U.S. securities markets.
- Public research. Investors, journalists, and analysts mine 13F filings to observe where large allocators have held positions at quarter-end.
- Benchmarking. Fund investors compare a manager's disclosed holdings against its stated strategy to check for style drift.
The filing does not recommend any investment. It discloses holdings only, not performance, rationale, or conviction level.
Who must file and when?
An institutional investment manager must file Form 13F if it exercises investment discretion over at least $100 million in Section 13(f) securities, measured at fair market value as of the last trading day of any month in a calendar year SEC FAQ.
The term covers investment advisers, banks, broker-dealers, insurance companies, pension funds, corporations managing their own portfolios, and trustees. The entity need not be an SEC-registered adviser to trigger the obligation.
Once triggered, the manager generally must file for the December quarter of that year and the following March, June, and September quarters, even if assets subsequently fall below $100 million.
Filing deadlines
Form 13F is due within 45 days after each calendar quarter-end. When the deadline falls on a weekend or federal holiday, it shifts to the next business day.
| Reporting quarter | Period end | Standard deadline |
|---|---|---|
| Q1 | March 31 | May 15 |
| Q2 | June 30 | August 14 |
| Q3 | September 30 | November 14 |
| Q4 | December 31 | February 14 (following year) |
For example, the SEC lists the 2Q 2026 deadline as August 14, 2026 SEC FAQ. All filings must be submitted electronically through EDGAR.
Which securities are covered?
Only securities on the SEC's Official List of Section 13(f) Securities are reportable. The list primarily includes:
- Exchange-traded common stocks of U.S. issuers
- Certain foreign-issuer shares traded on a U.S. exchange
- Exchange-traded funds (ETFs)
- Closed-end investment company shares
- Certain convertible debt securities
- Certain exchange-traded equity options
- Certain warrants
Beginning with the fourth quarter of 2025, the SEC makes the Official List available in both PDF and TXT formats.
What the filing leaves out
Form 13F is not a complete portfolio report. The following are not disclosed:
- Short positions (and written puts/calls are not netted against longs)
- Securities traded only on foreign exchanges
- Open-end mutual funds
- Cash and cash equivalents
- Most bonds and fixed-income securities
- Private-company securities
- Any security absent from the Official List
Holdings are determined by trade date, not settlement date. Long positions in the same security are reported without netting against short positions.
How valuations are calculated
For a standard long equity position, fair market value is:
Shares held at period end × closing price on the last trading day of the calendar quarter
Values are rounded to the nearest dollar. If the calendar quarter-end (March 31, June 30, September 30, December 31) falls on a non-trading day, the manager uses the preceding trading day. For example, a quarter ending Sunday, June 30, 2024, would use Friday, June 28, 2024's closing price, while the cover page still reports June 30, 2024 as the period end Form 13F PDF.
For convertible debt, report the principal amount and its market value as of the same valuation date. Reportable options are valued based on the option's own market value, not the underlying shares' value for threshold purposes.
Why 13F cannot reveal a portfolio's current position or future intent
Relying on a 13F filing as a real-time picture of a fund introduces two distinct errors.
The 45-day lag
A filing published on August 14 reflects positions as of June 30. By the publication date, the manager may have added, reduced, or eliminated every holding shown. The form says nothing about trades executed between July 1 and August 14.
The structural omissions
Because shorts, cash, bonds, and foreign-only holdings are excluded, the filing does not show hedges, leverage, or the actual net exposure of the portfolio. A manager with a reported $500 million in U.S. equities may simultaneously hold an equal short position in the same names — neither the short nor the net position appears.
No intent signal
A reported holding reflects a past decision, not a forward view. The manager may have filed the form after selling the position, or may sell the day after quarter-end. The filing carries no field for "planned action" or "conviction level."
In short: 13F shows a partial, dated snapshot — not a tradeable signal.
Common errors and fixes
| Error | Cause | Fix | Source |
|---|---|---|---|
| Treating 13F holdings as current positions | Forgetting the 45-day filing lag | Always note the quarter-end date; assume holdings may have changed since | SEC FAQ |
| Assuming the filing shows a complete portfolio | Omitting shorts, cash, bonds, foreign-only holdings | Cross-reference with other disclosures (13D, 13G, annual reports) | SEC FAQ |
| Missing the deadline due to holiday shifts | Applying the nominal 45-day rule without checking business-day adjustments | Verify the SEC's published deadline calendar each quarter | SEC FAQ |
| Confusing reportable with non-reportable securities | Assuming all holdings are disclosed | Consult the SEC's Official List of Section 13(f) Securities before analysis | SEC FAQ |
| Reading a holding as an investment recommendation | Treating institutional ownership as an endorsement | Remember: 13F discloses positions only, not rationale or expected return | SEC FAQ |
FAQ
How often is Form 13F filed?
Quarterly, within 45 days after each calendar quarter-end. Most managers file four times per year.
Who is an institutional investment manager for 13F purposes?
Any entity exercising investment discretion over $100 million or more in Section 13(f) securities, including investment advisers, banks, broker-dealers, insurance companies, pension funds, and corporations managing their own portfolios.
Does Form 13F show short positions?
No. Short positions and written options are not reported and are not netted against long positions in the same security.
Can I use a 13F filing to copy a manager's trades?
Not reliably. The filing is published up to 45 days after quarter-end and excludes shorts, cash, and foreign holdings. By the time you see it, the manager's actual position may be entirely different.
What is the difference between Form 13F and Form 13D?
Form 13D discloses beneficial ownership of more than 5% of a single class of equity securities and must be filed within 10 days of crossing the threshold. Form 13F is a quarterly, aggregate disclosure for managers with $100 million or more in covered securities.
What is the fair market value threshold?
$100 million in Section 13(f) securities, measured at fair market value as of the last trading day of any month in a calendar year.
Where are 13F filings published?
Electronically through the SEC's EDGAR system. The public can search and download filings at sec.gov.
Sources
- SEC: Frequently Asked Questions About Form 13F — primary source for filing thresholds, deadlines, covered securities, omissions, and valuation rules.
- SEC Form 13F PDF — official form and instructions, including valuation methodology and rounding rules.
Read next
- What is a 13F filing? A practical guide
- How to read and interpret a Form 13F
- Institutional ownership explained
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