SEC Form 13H is a regulatory filing required by the U.S. Securities and Exchange Commission (SEC) under Rule 13h-1 of the Securities Exchange Act of 1934. Its purpose is to identify and track the activity of significant market participants known as large traders. By requiring these entities to register and disclose trading information, the SEC enhances its oversight of the U.S. securities markets.
A large trader is defined as any person or entity whose transactions in NMS securities—which are stocks listed on a national market system—equal or exceed either:
2 million shares or $20 million in a single trading day, or
20 million shares or $200 million in a calendar month.
Once an entity reaches these thresholds, it must submit an initial filing of Form 13H and obtain a Large Trader Identification Number (LTID). This LTID must be shared with any broker or dealer that executes trades on behalf of the large trader.
Who Must File Form 13H?
Entities or individuals that exceed the volume thresholds outlined in Rule 13h-1 are considered large traders and must file. This includes:
Investment advisers and hedge funds
Banks and proprietary trading firms
Broker-dealers
Large institutional investors
U.S.-based and international firms are both subject to filing obligations if they conduct eligible trading activity in U.S. markets. Even securities affiliates of foreign entities may fall under the rule’s purview.
Importantly, parent companies or control persons may be considered large traders if they direct the trading of affiliated entities or subsidiaries. The large trader status is based on aggregate trading activity across all accounts and trading platforms.
Form 13H Reporting Requirements
As part of the SEC’s large trader reporting framework under Rule 13h-1, Form 13H serves as the primary tool for identifying and tracking market participants whose trading volume could significantly impact market integrity. The form gathers key details that help regulators understand an entity’s structure, strategies, and broker relationships, enabling more effective oversight of high-volume trading activity.
Form 13H collects detailed information to support SEC monitoring of high-volume market participants. Each filing must include:
The large trader’s name, contact information, and principal place of business
Organizational hierarchy, including parent companies and securities affiliates
Description of trading strategies, accounts used, and relationships with broker-dealers
List of all execution platforms and routing methods
Once filed, the SEC issues an LTID, which the large trader must provide to all brokers it uses. Those brokers then use the LTID to identify and report large trader transactions when requested by the SEC, typically via Electronic Blue Sheets (EBS).
Filing Deadlines and Annual Amendments
Meeting the SEC’s large trader filing requirements isn’t just about accuracy — it’s about timing. The deadlines for submitting and updating Form 13H are designed to ensure regulators have up-to-date information on entities whose trading activity could influence market stability. Failing to meet these timelines can lead to compliance issues, increased scrutiny, and potential enforcement action.
Timing is critical for Form 13H filings:
Initial filing: Must be submitted promptly after meeting large trader thresholds.
Annual filing: Due within 45 days of year-end, typically by mid-February.
Amended filing: Required promptly when material information changes. This includes changes in:
Contact details
Trading accounts or activity
Broker relationships
Entity structure
If an entity’s large trader activity falls below the threshold, it can request inactive status. However, if the threshold is later exceeded again, the firm must submit a reactivation filing to regain reactivated status.
A termination filing is necessary if the entity ceases operations entirely or no longer qualifies as a large trader.
SEC Rule 13h-1 and the Role of Broker-Dealers
The U.S. Securities and Exchange Commission’s Rule 13h-1, part of the large trader reporting framework, is designed to help regulators track and analyze the trading activity of market participants whose transactions could have a significant impact on the financial markets. While large traders themselves must register and obtain a Large Trader Identification Number (LTID) via Form 13H, broker-dealers play an equally critical role in ensuring compliance and maintaining market transparency.
Under Rule 13h-1, broker-dealers have critical responsibilities:
Maintain records of transactions associated with each LTID
Submit EDGAR filings or EBS data upon SEC request
Identify clients who meet the large trader definition but have not yet filed Form 13H
Flag potential cases of unregistered large traders to regulators
The LTID system enhances the SEC’s ability to monitor:
High-frequency trading
Algorithmic or disruptive market behavior
Large trader reporting for systemic risk analysis
By consolidating trade data from multiple brokers and market venues, regulators can better assess market integrity and protect investor confidence.
Support for 13H Compliance
Managing large trader obligations across diverse entities and trading strategies can be complex. DFIN provides compliance tools and expertise to simplify Form 13H reporting. Our services support:
Accurate completion of initial, annual, amended, and termination filings
Seamless collaboration between legal, compliance, and trading teams
Deadline tracking, alerts, and automated filing workflows
Integration with compliance needs for related forms like 13F, 13D/G, and Section 16
Our SEC filing software delivers transparency, control, and peace of mind. Combined with our expert-led support, firms can manage their Form 13H requirements confidently, avoid penalties, and stay current with SEC expectations.
For better visibility into all your regulatory deadlines, refer to our SEC filing calendar.
Streamline Your Large Trader Compliance
The Securities Exchange Act established critical frameworks like Form 13H to ensure transparency from major market participants. Through detailed large trader reporting, the SEC is better equipped to detect market anomalies, assess risks, and uphold fair market practices.
Whether you're submitting an initial filing, managing an annual filing, or coordinating an amended filing due to business changes, accuracy and timeliness matter. Organizations that handle significant trading activity must remain vigilant and proactive.
Partnering with experts like DFIN helps simplify the process. From identifying large trader status to managing ongoing compliance, our tools and team ensure your firm is prepared. Ready to streamline your large trader filings? Learn more about how to take the complexity of filings.
