How to Fill Out SEC Form 13F (w/Examples) + FAQs

You fill out SEC Form 13F by logging into EDGAR, drafting a structured XML cover page, summary page, and information table, and submitting the report within 45 days after the end of each calendar quarter. The form lists every U.S. exchange-traded security on the Official List of Section 13(f) Securities that an institutional investment manager held with investment discretion of at least $100 million on the last trading day of any month in the prior year.

If you miss the deadline, file the wrong type, or omit a reportable holding, the SEC Division of Enforcement can impose civil penalties, and recent sweeps prove the agency is watching closely. In September 2024, the SEC charged 11 institutional investment managers for failing to file Form 13F, with penalties topping $3.4 million in a single coordinated action announced through the SEC press release on 13F sweep.

Here is what this guide covers:

• 📋 The exact line-by-line walkthrough of the Cover Page, Summary Page, and Information Table
• ⚖️ The federal rules behind Section 13(f) of the Exchange Act and Rule 13f-1
• 🧾 Real examples using named managers and reportable scenarios
• 🚫 The most common mistakes that trigger SEC fines, restatements, and reputational damage
• 🛠️ FAQs answering the questions filers ask their lawyers most often

Who Must File Form 13F

Every institutional investment manager that exercises investment discretion over $100 million or more in Section 13(f) securities on the last trading day of any month during a calendar year must file Form 13F. The threshold is set by Section 13(f)(1) of the Securities Exchange Act of 1934, and the SEC’s Form 13F FAQ confirms the test applies on a manager-by-manager basis. The duty to file then lasts the entire next year, even if the assets fall below the threshold during that year.

The plain-English meaning is simple. If you control how a pool of money buys or sells stocks, and that pool tops $100 million in U.S. exchange-listed equities, options, or convertibles at any month-end, you owe a filing. The consequence of ignoring the rule is a public enforcement action, a fine, and a stained compliance record that follows the firm in due-diligence reviews.

A real example helps. Picture Maria Alvarez, the chief compliance officer at Cedar Ridge Capital Advisors, a Connecticut hedge-fund adviser. Cedar Ridge crossed $104 million in reportable U.S. equities on March 31, 2025. Maria must file the firm’s first 13F by May 15, 2025, then keep filing every quarter through year-end 2026.

A common misconception is that only registered investment advisers need to file. The rule actually reaches any institutional manager, including banks, insurance companies, broker-dealers, pension funds, corporations, and trustees, as the SEC general instructions for Form 13F make clear. A trust company in Texas with $120 million in client equity holdings owes the same duty as a Manhattan hedge fund.

Filers also need to know that the duty is triggered by investment discretion, a term defined in Rule 13f-1(b). If you tell a custodian which stocks to buy, you have discretion. If you only execute a client’s directed trades, you do not. The line matters because mislabeling discretion is the single most common reason firms either over-file or, worse, fail to file at all.

The Three Versions of Form 13F

Filers use three report types, and choosing the wrong one is a frequent compliance trap that leads to amendments and follow-up letters from staff. The choice flows from the Form 13F instructions, and each report type has a precise meaning under Rule 13f-1.

Form 13F-HR (Holdings Report)

A Holdings Report is the standard quarterly filing used when the manager itself reports its full list of Section 13(f) holdings. The plain-English meaning is “we hold these securities, and here they are, line by line.” If you skip the holdings report or list the wrong securities, the SEC can sue under Section 32(a) of the Exchange Act for false filings.

For example, Bridgeton Asset Management, a Boston RIA with $2.1 billion in U.S. equities, files a 13F-HR every quarter listing each CUSIP, share count, and market value. A common misconception is that a 13F-HR can omit small lots. It cannot. De minimis relief only excuses lots under 10,000 shares and under $200,000 market value, both tests must be met under the Form 13F FAQ.

Form 13F-HR/A (Amendment)

An Amendment fixes a previously filed report. The consequence of failing to amend a known error is fraud exposure, because the original filing remains “live” until corrected. The EDGAR Filer Manual lets filers submit either a “restatement” or an “addition” amendment.

For example, Harbor Vista Partners discovered that its Q2 2025 filing left out a $14 million Apple position. The firm filed a 13F-HR/A as a restatement within two weeks, attaching a cover note explaining the error. A misconception is that amendments must wait until the next quarter. They must be filed promptly upon discovery, per the SEC late filing guidance.

Form 13F-NT (Notice)

A Notice report is used when another manager is reporting the holdings on your behalf. The plain-English meaning is “look over there, our parent or sub-adviser is filing the actual holdings.” If you file a Notice but the other manager fails to include your data, both firms violate Rule 13f-1.

For example, if Cedar Ridge Capital is owned by Cedar Ridge Holdings, the parent can file a 13F-HR covering both entities, and Cedar Ridge Capital files a 13F-NT pointing to the parent’s filing. A common misconception is that a Notice means “no work.” It still requires a complete cover page, signed certification, and identification of the filing manager, as the SEC general instructions confirm.

Step-by-Step: Filling Out the Cover Page

The Cover Page is the identity card of your filing, and getting any field wrong can stall acceptance in EDGAR. The Form 13F technical specifications list each required tag.

Item 1: Report Type

Select 13F HOLDINGS REPORT, 13F NOTICE, or 13F COMBINATION REPORT. A combination report is used when you both hold reportable securities directly and rely on another manager for some holdings. Picking the wrong type triggers a rejection notice from EDGAR within minutes, delaying the filing past the 45-day window.

For example, Northwood Trust Company in Minneapolis chooses 13F COMBINATION REPORT because part of its $300 million book is sub-advised by an outside manager. A misconception is that combination reports are rare. They are common at trust banks and multi-affiliate complexes, per SEC staff guidance.

Item 2: Filer Information

Enter the legal name, business address, CIK number, and form-type code. The CIK must match the EDGAR company database entry exactly. A typo causes the system to reject the filing or, worse, post it under the wrong filer.

A real-world example is Maria Alvarez logging into EDGAR and confirming Cedar Ridge’s CIK is 0001998877. The consequence of a mismatched address is misdirected SEC correspondence, which can mean missed deficiency letters and missed deadlines to cure.

Item 3: Period of Report

Enter the calendar-quarter end date, written as MM-DD-YYYY. The SEC quarterly schedule lists March 31, June 30, September 30, and December 31. Filing the wrong quarter end will appear to the SEC as a missed quarter, which can trigger a Section 21(a) inquiry.

Item 4: Amendment Information

If amending, indicate the amendment number and whether it is a restatement or addition. The amendment number resets each calendar quarter. A misconception is that amendments are private; in fact, every amendment is public on EDGAR full-text search the moment it is accepted.

Item 5: Signature Block

The signed certification must come from a person authorized to bind the manager. Sub-certifications by employees are common, but the named signer is personally on the hook for false statements under Section 32(a). Picture David Chen, general counsel of Bridgeton Asset Management, who signs each filing knowing his name appears in every press release if the firm is sued.

Step-by-Step: Filling Out the Summary Page

The Summary Page condenses the filing into key totals and reference data. Each field flows directly from the underlying information table, and any mismatch will fail EDGAR validation.

Total Number of Other Managers Reporting

If your filing references additional institutional managers, list them as Other Included Managers. Each gets a sequence number used in Column 7 of the Information Table. The plain-English purpose is to credit which affiliate actually exercises discretion. The consequence of leaving an affiliate out is double counting at the parent or, equally bad, missing a manager who should have been listed.

A real example is Atlas Multi-Strategy LLC, which lists three sub-advisers as Other Included Managers numbered 002, 003, and 004 on its Summary Page. A common misconception is that sub-advisers without a CIK can be omitted. They cannot, and they must obtain a CIK before filing under the EDGAR access guide.

Information Table Entry Total and Value Total

The Entry Total counts the number of rows in the Information Table, while the Value Total sums the fair-market values, expressed in whole U.S. dollars, not thousands. The 2022 Final Rule on Form 13F Electronic Filing ended the long-standing practice of reporting in thousands, so any filer still writing “$1,200” instead of “$1,200,000” understates by a factor of 1,000 and must amend.

For example, Pinegrove Capital once filed $987,654 when it meant $987,654,000. The firm received a comment letter from staff and filed a 13F-HR/A within five business days. A common misconception is that values should be share-weighted average prices. They must be the period-end market value of the shares held, per the Form 13F instructions.

Confidential Information Omitted

If any holdings are excluded under a confidential treatment request, check the box and reference the related Form 13F-CTR. The consequence of checking the box without filing the underlying request is an outright denial and a possible enforcement referral. Berkshire Hathaway has used confidential treatment for years to mask building positions, and its requests are reviewed under Rule 24b-2.

Step-by-Step: Filling Out the Information Table

The Information Table is the heart of Form 13F. It contains 8 columns, and every column has tight formatting rules under the 13F XML Technical Specification.

Column 1: Name of Issuer

List the issuer name exactly as it appears on the Official List of Section 13(f) Securities. Variations such as “Apple Inc” vs. “APPLE INC” cause validation errors. The consequence is that EDGAR may flag the filing as deficient, even if the CUSIP is correct.

Column 2: Title of Class

Enter “COM” for common stock, “PUT” for put options, “CALL” for call options, “PRF” for preferred stock, “CONV” for convertible notes, or other codes listed in the Official List. Mistitling a class is one of the most common errors and is flagged by the SEC’s automated review.

Column 3: CUSIP

Enter the 9-character CUSIP. CUSIPs change after corporate actions, so a stale CUSIP for a merged company will fail validation. For example, when Discovery, Inc. and WarnerMedia merged in 2022, the CUSIP changed and many filers had to amend. The CUSIP Global Services database is the authoritative source.

Column 4: FIGI (Optional Until 2026, then Required)

The 2022 Final Rule added the Financial Instrument Global Identifier (FIGI) as a structured-data field. Filers should populate the FIGI when available. Skipping it now risks data-quality scrutiny and tougher amendment workloads as the field becomes mandatory in upcoming rule cycles.

Column 5: Value (in U.S. dollars)

Report the fair-market value at the last trading day of the calendar quarter. As noted, post-2022 amendments require whole-dollar reporting. The consequence of stale prices, mid-quarter prices, or last-trade-of-the-month prices is a misstated total and possible enforcement risk.

Column 6: Shares or Principal Amount

Enter the share count for equities or the principal amount for convertible debt. Pair the entry with the SH or PRN code in the next sub-column. Misusing PRN for equities is common at firms new to convertibles.

Column 7: Investment Discretion

Mark SOLE, DEFINED (shared per a defined arrangement), or OTHER. The plain-English meaning is who really calls the shot on the trade. The consequence of marking SOLE when authority is shared is overstating control, which can mislead the market and trigger Section 13(d) or 13(g) issues under the SEC beneficial ownership rules.

Column 8: Voting Authority

Split the share count into Sole, Shared, and None voting authority. The total must equal Column 6. A frequent mistake is leaving the columns blank for index-fund-style managers who outsource voting, when “None” is the correct entry.

Three Common Filing Scenarios

Three scenarios cover most edge cases that managers face when sitting down with a Form 13F draft. Each table shows the Filing Choice and the Regulatory Outcome under Rule 13f-1.

Scenario 1: First-Time Filer Crossing the Threshold

Filing Choice	Regulatory Outcome
Cedar Ridge Capital crosses $100M on March 31, 2025	First 13F-HR is due May 15, 2025, then every quarter through Q4 2026
Cedar Ridge ignores the threshold and waits a year	SEC enforcement under Section 32(a), public charges, and civil fines like the 2024 sweep

Scenario 2: Sub-Advised Holdings

Filing Choice	Regulatory Outcome
Northwood Trust files a 13F Combination Report listing its sub-adviser as Other Included Manager	Both managers comply, with no double counting
Sub-adviser separately files a duplicate 13F-HR	Holdings are double-counted, SEC staff issues comment letters, both must amend

Scenario 3: Confidential Treatment for a Building Position

Filing Choice	Regulatory Outcome
Atlas Multi-Strategy files Form 13F-CTR for a Section 13(f) accumulation	Position may be temporarily withheld, with public release on a delay
Atlas omits the position without filing the request	Filing is materially false, exposing the firm to fraud claims under Section 10(b)

Mistakes to Avoid

Every mistake below has shown up in real SEC enforcement actions, comment letters, or staff guidance issued through the Division of Investment Management.

• Reporting in thousands instead of whole dollars. This understates totals by 1,000x and forces an amendment.
• Filing late after the 45-day window. Late filings draw the same penalties as missed filings, as shown in the 2024 SEC sweep.
• Omitting non-U.S. persons who manage U.S. holdings. Foreign advisers with U.S. discretion still owe filings, per the SEC FAQ.
• Using a stale CUSIP after a merger or ticker change. This causes validation failure and amendment.
• Marking SOLE discretion when discretion is shared. This overstates control and conflicts with Schedule 13D filings.
• Forgetting to list Other Included Managers on the Summary Page. This breaks the chain of accountability across affiliates.
• Skipping the Section 13(f) list check before filing. Only securities on the Official List are reportable.
• Misreporting put and call options. Both the underlying value and the option type must be entered correctly.
• Failing to update the firm’s EDGAR access codes. Expired codes can block a timely filing.
• Leaving voting authority columns blank. Index-style managers must affirmatively mark “None.”

Federal Penalties for Non-Compliance

The SEC Division of Enforcement treats Form 13F violations as books-and-records and reporting violations under Section 13(f)(1) of the Exchange Act. Civil penalties are tiered under the Securities Enforcement Remedies and Penny Stock Reform Act, and they rise sharply if the SEC alleges fraud. The 2024 enforcement sweep saw firms pay between $175,000 and $725,000 per filer, which is a clear data point for compliance budgeting.

The plain-English consequence is that even a sleepy compliance miss draws six-figure penalties. Picture Riverbend Holdings, a small RIA in Atlanta, which forgot to file 13F-HR for two quarters in 2023. The SEC fined it $200,000 and required a remediation plan, which became public on the firm’s Form ADV Item 11 disclosure for years.

A common misconception is that retroactive filings cure a missed quarter without penalty. They do not. Filing late still violates the rule, and the agency typically requires both the late filing and a settled charge. The 2024 SEC press release made this explicit when it announced the sweep.

Do’s and Don’ts

The following best practices are drawn from the Form 13F FAQ, the EDGAR Filer Manual, and Investment Management staff letters.

Do’s

• Do reconcile holdings to your prime broker file. This catches missing CUSIPs before submission.
• Do download the Official List every quarter. The list updates each quarter and inclusions change.
• Do test-file in EDGAR’s test environment. This catches XML errors without consuming a real filing slot.
• Do retain working papers for at least six years. This satisfies Advisers Act Rule 204-2 recordkeeping.
• Do confirm signer authority in writing. This protects the firm if the signer leaves before SEC inquiries.

Don’ts

• Don’t rely on screenshots of broker websites for values. Use end-of-day market closing prices for accuracy.
• Don’t reuse last quarter’s XML without scrubbing CUSIPs. Stale identifiers fail validation.
• Don’t assume affiliate holdings are someone else’s problem. A missing 13F-NT exposes both entities.
• Don’t omit small lots without checking the de minimis test. Both prongs apply, not either.
• Don’t ignore SEC comment letters. Each unanswered letter compounds the eventual settlement.

Pros and Cons of the Filing Regime

Form 13F has long been controversial, with critics and supporters arguing about transparency, copycat trading, and compliance burdens. The SEC concept release on 13F modernization details both sides.

Pros

• Investor transparency. The public sees what large managers hold each quarter.
• Market integrity. Disclosure deters concealed positions in U.S. equities.
• Academic research. Decades of 13F data fuel studies on portfolio behavior.
• Regulatory oversight. The SEC and FINRA can spot risky concentrations.
• Counter-party diligence. Lenders and prime brokers verify books against filings.

Cons

• Copycat trading. Smaller firms mimic large filings within hours of release.
• Compliance costs. Smaller managers spend tens of thousands per year on 13F compliance.
• Stale data. A 45-day lag means the public sees old positions.
• Asymmetric short disclosures. Long positions are public; short positions still are not, despite the Form SHO short reporting rules.
• Threshold relevance. The $100 million floor was set in 1975 and has never been raised, making more firms file each year.

Recap of Key Rulings and Enforcement

The legal backbone of Form 13F has been tested repeatedly. In NYSE v. SEC, the D.C. Circuit decision on confidential treatment confirmed that the SEC may grant or deny Rule 24b-2 requests on a fact-specific basis. The case is the source of Berkshire Hathaway’s repeated battles to mask building positions before disclosure, which Warren Buffett has discussed in his annual letters to shareholders.

A real example is the SEC’s denial of a confidential treatment request to a fund building a stake in a mid-cap healthcare name in 2023, requiring same-quarter disclosure. The plain-English consequence is that the fund’s edge evaporated as copycats jumped in. A common misconception is that confidential treatment is automatic. It is not, and the SEC staff legal bulletin outlines the high evidentiary bar.

The 2024 enforcement sweep referenced earlier built on years of warnings. The SEC’s 2017 risk alert on 13F filings warned managers about late filings, missing certifications, and misreported voting authority. Firms that ignored the alert later paid fines in the seven-figure range collectively, which proves that public guidance from the Office of Compliance Inspections and Examinations carries real weight.

State-Level Nuances

Form 13F is a federal filing, but many states impose their own institutional reporting and notice rules through securities regulators listed by the North American Securities Administrators Association. For example, New York’s Martin Act lets the New York Attorney General investigate filings that omit material holdings, and California’s Department of Financial Protection and Innovation coordinates with the SEC on adviser examinations.

The plain-English consequence is that a sloppy 13F can also draw a state probe under unfair-business-practice statutes. Picture David Chen of Bridgeton Asset Management receiving both an SEC comment letter and a New York AG subpoena over the same omission. A common misconception is that state regulators wait for the SEC. They do not, and parallel actions can compound costs and timelines.

Filers serving public pension funds also have to mind state pay-to-play and disclosure rules. For example, California Government Code Section 7513.85 requires investment managers to disclose certain placement-agent fees, which often appear in the same diligence files as 13F reports.

FAQs

Is Form 13F required if my firm only manages bonds?

No. Form 13F covers Section 13(f) securities, which are mainly U.S. exchange-listed equities, options, and convertibles. Pure bond managers usually have no filing duty under the Form 13F FAQ.

Does Form 13F apply to non-U.S. managers?

Yes. Foreign managers with investment discretion over $100M of Section 13(f) securities owe the same filing as U.S. managers, per Rule 13f-1 and SEC interpretive guidance.

Can I get an extension on the 45-day deadline?

No. The SEC does not grant extensions for Form 13F. Late filings violate the rule and can lead to civil penalties under Section 32(a).

Do short positions appear on Form 13F?

No. Form 13F lists only long positions; short data is reported separately by some firms under Form SHO short rules finalized in 2023.

Is confidential treatment ever granted?

Yes. The SEC may grant Rule 24b-2 confidential treatment for ongoing acquisition or disposition programs, but the request must show specific competitive harm.

Are ETFs reportable on Form 13F?

Yes. ETFs that appear on the Official List of Section 13(f) Securities are reportable just like single-issuer common stock.

Does Form 13F replace Schedule 13D or 13G?

No. Form 13F is a quarterly portfolio report, while Schedule 13D and 13G cover beneficial owners of more than 5% of a class.

Must I list voting authority for index funds?

Yes. Even passive managers must affirmatively mark Sole, Shared, or None voting authority for every line item under the Form 13F instructions.

Can a single Form 13F cover multiple affiliated managers?

Yes. A combination report can cover affiliated managers if each is listed as an Other Included Manager on the Summary Page per the Form 13F FAQ.

Are mutual fund advisers required to file?

Yes. Advisers with $100M+ in Section 13(f) discretion file 13F even if they also report holdings on Form N-PORT for their funds.

Do I need a CIK number to file?

Yes. Every filer must obtain a CIK and EDGAR access codes through the EDGAR filer access guide before submitting a 13F.

Can I omit holdings under $200,000?

Yes. A holding may be omitted if it is both fewer than 10,000 shares and less than $200,000 in market value, the de minimis test under the Form 13F FAQ.