Published on Sep 10th, 2026 |

Form 13F Filing Failures | $500k Penalty

SEC Releases

Introduction

The SEC recently announced settled charges for $500,000 against a Dually Registered Investment Adviser and Broker Dealer for failing to file required Forms 13F.

According to the SEC’s Order, the Firm had investment discretion over at least $100 million of Section 13(f) Securities beginning by at least December 2021 and was therefore required to file quarterly Forms 13F beginning by at least February 2022.

The Firm did not file Forms 13F until May 2026. The SEC found that the Firm violated Section 13(f)(1) of the Securities Exchange Act of 1934 and Rule 13f-1.

Key Takeaways

Key Takeaways

  • The $100 million threshold applied.
    • The SEC’s Order states that the Firm exercised investment discretion over at least $100 million of Section 13(f) Securities beginning by at least the last trading day of December 2021.
  • The Firm was required to file Form 13F.
    • Because the Firm met the applicable threshold, it was required to report its 2021 year-end holdings within 45 days of December 31, 2021, and subsequently file Forms 13F quarterly.
  • The filing obligation continued for several years.
    • The SEC found that the Firm failed to file Forms 13F from the quarter ending December 31, 2021, through the quarter ending December 31, 2025.
  • The CCOs had recommended filing.
    • The Order states that throughout this period, the Firm’s Chief Compliance Officers recommended that the firm comply with Section 13(f) by filing Forms 13F.
  • The eventual filing showed substantial reportable holdings.
    • The Firm’s March 31, 2026, Form 13F, filed on May 5, 2026, and amended on May 15, 2026, reported 1,447 different Section 13(f) Securities with a total market value of approximately $4.5 billion. Historical Forms 13F were subsequently filed in May and June 2026.
  • The SEC imposed significant sanctions.
    • The Firm agreed to a cease-and-desist order, a censure, and a $500,000 civil penalty.

Vigilant's Conclusion

Vigilant’s Conclusion

This enforcement action underscores the importance of identifying applicable regulatory filing obligations and ensuring that those obligations are actually completed.

The SEC’s Order is particularly notable because the Firm’s CCO’s had recommended that Forms 13F be filed, yet the required filings were not made for multiple years.

The SEC’s findings also demonstrate that identifying a compliance obligation is only one part of the compliance process. Once an obligation is identified, Firms should have processes in place to determine whether the filing requirement applies, monitor applicable thresholds and filing periods, and ensure that required filings are completed.

For Advisers subject to Form 13F reporting requirements, this enforcement action serves as a reminder to periodically evaluate their holdings and investment discretion and to maintain appropriate processes for meeting applicable filing obligations.

Vigilant can assist Advisers with identifying and monitoring applicable regulatory filing obligations and incorporating those responsibilities into their broader compliance processes.

To learn more about the different types of Compliance Services we have to offer, schedule a call by clicking the “Contact Us” button below.

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