On July 28, 2025, the U.S. Securities and Exchange Commission (SEC) published an order postponing the initial reporting date of Rule 10c-1a under the Exchange Act (Rule 10c-1a), which would for the first time require persons entering into covered securities loans (or their intermediary or reporting agent, where applicable) to report specific terms of the loan to the Financial Industry Regulatory Authority (FINRA) Securities Lending and Transparency Engine (SLATE) on the same day the loan is either effected or modified.1 FINRA had formally requested such an extension from the SEC on April 29, 2025.2 The initial reporting date for Rule 10c-1a, originally set for January 2, 2026, is now delayed until September 28, 2026. Additionally, the date on which FINRA would begin its public dissemination of covered securities loan information has been extended from April 2, 2026, to March 29, 2027.
What Comes Next
In its order, the SEC stated that the extension is “necessary in the public interest and consistent with the protection of investors because it will help to facilitate an effective and orderly implementation of the applicable requirements of Rule 10c-1a that are designed to increase transparency in the securities lending market through improvements to the comprehensiveness, breadth, accuracy, and accessibility of securities lending data.” While this extension provides welcome relief to the industry by affording additional time to come into compliance with Rule 10c-1a and the associated FINRA Rule 6500 Series, firms should continue their work to implement systems, policies, and procedures to ensure that they will be ready to begin reporting covered securities loan information to SLATE by the new reporting date.
What this Means to You
Firms should take the following steps:
- Monitor the ongoing litigation. The U.S. Court of Appeals for the Fifth Circuit has yet to issue its opinion in the litigation brought by industry groups challenging Rule 10c-1a, rendering the future of Rule 10c-1a uncertain.3
- Engage with the SEC on formal guidance and potential amendments. There may be opportunities to engage with the SEC regarding recommended changes to Rule 10c-1a to better align it with industry practice as well as to seek formal guidance on a number of key outstanding questions and issues.
- Engage with FINRA on technical implementation and onboarding. There will also be opportunities to engage with FINRA on technical and operational questions relating to the new SLATE reporting process.
Sidley’s Regulatory team is closely tracking these developments. Please contact us if you have any questions or would like assistance in navigating these or any other securities lending requirements.
1 Order Granting Temporary Exemptive Relief, Pursuant to Section 36(a)(1) of the Securities Exchange Act of 1934, from Certain Aspects of Rule 10c-1a, Release No. 34-103560, 90 FR 36087 (July 31, 2025), https://www.govinfo.gov/content/pkg/FR-2025-07-31/pdf/2025-14459.pdf.
2 Letter from Marcia E. Asquith, Corporate Secretary and EVP, Board and External Relations, FINRA re: Request for Extensions of Remaining SEA Rule 10c-1a Compliance Date (April 29, 2025), https://www.finra.org/sites/default/files/2025-04/sea-rule-10c-1a-extension-request-letter-042925.pdf.
3 See Petition for Review, Nat’l Ass’n of Priv. Fund Managers v. SEC, No. 23-60626 (5th Cir. Dec. 14, 2023), 2023 WL 9021469.
