What Is a 13F-NT? The Notice Filing Most Readers Skip

Every quarter the SEC publishes thousands of 13F filings — but only a fraction of them carry actual holdings. The rest are 13F-NT filings: short notice forms whose entire purpose is to point at someone else's 13F-HR. Readers who do not know the difference end up double-counting positions, mismatching filers and holdings, or confusing a pointer with a portfolio. This explainer walks through what a 13F-NT is, when it is required, how it relates to 13F-HR and 13F-CR, and how to read it correctly.

The three flavors of 13F

The SEC defines three types of 13F filings under Rule 13f-1. They are not interchangeable, and the difference between them is structural, not stylistic:

The decisive question is: who has investment discretion over the security on the last day of the calendar quarter? Whoever has discretion — the manager who decides what to buy, sell, or hold — files the 13F-HR with the actual position. Other filers who would otherwise have to report the position file a 13F-NT pointing at that manager.

Why 13F-NT exists at all

The SEC's goal under Section 13(f) is full visibility into qualifying institutional positions — without double-counting. Consider a typical case: a pension fund hires an external investment manager to run a $5B equity sleeve. Both the pension fund and the external manager are institutional investment managers with more than $100M in qualifying assets, and both technically have a reporting obligation on the same shares.

If both filed 13F-HRs reporting the same positions, the SEC database — and every downstream consumer — would double-count the holdings. So the SEC structures the system this way: the manager with day-to-day discretion files the 13F-HR, and the pension fund (the asset owner without security-selection discretion) files a 13F-NT pointing at the manager. The end result is one set of position records, one source of truth.

What a 13F-NT actually contains

A 13F-NT is a few-page document. The contents are intentionally minimal:

• Cover page. The filing manager's name, address, CIK, the reporting calendar quarter, and the report type.
• Form 13F Cover Page. A short declaration that the filer is institutional, qualifies under Section 13(f), and is filing 13F-NT because all qualifying securities are reported by another manager.
• List of Other Managers. The names and CIKs of the managers who will report the holdings on the filer's behalf — typically one or several.
• No information table. A 13F-NT explicitly does NOT contain an Information Table (the position-level holdings). The whole point is that someone else is reporting them.

The total filing is typically two to four pages. A reader expecting position-level data will find none.

How 13F Insight handles 13F-NT

The platform parses every 13F filing as it is published on EDGAR. When a 13F-NT is ingested, the filing is recorded against the filer's profile with its formType field set to 13F-NT, but no position records are created from it. The platform's holdings tables only carry positions from 13F-HR and 13F-CR filings. This means:

• A filer who files only 13F-NTs has a profile but no holdings table. Their filer page equivalent would still exist but the positions section would surface the manager they delegated to.
• The platform's WhaleScore and consensus surfaces are built from 13F-HR filings only. 13F-NTs do not pollute those signals because they carry no positions.
• 13F-CR filings (combination reports) contribute their direct-holding portion to the holdings tables while the delegated portion is tracked by the pointed-to manager.

The most common reader mistakes

Three specific misreadings come up in the public 13F discussion. Pre-empt them:

1. Treating a 13F-NT filer as having no equity exposure. A pension fund that files only 13F-NTs has plenty of equity exposure — it just delegated discretion to external managers. To see what the pension fund is exposed to, follow the 13F-NT pointer to the named manager and look at their 13F-HR.

2. Double-counting when the same shares appear in two filings. The SEC's structure prevents this when the system is used correctly: only the discretion-holder files the 13F-HR. But occasionally, two managers both claim discretion over the same shares (typically during a transition or sub-advisory restructuring), and the same position appears twice. A careful reader checks against the asset owner's annual report to identify the duplication.

3. Confusing 13F-NT with 13F-HR/A. A 13F-HR/A is an amendment to a previously filed Holdings Report; it carries updated holdings. A 13F-NT is a notice filing that carries no holdings. The two filings start with similar names but represent completely different things.

When 13F-NT becomes signal

For all that 13F-NT contains no positions, the filing pattern itself is occasionally informative. Two cases worth watching:

• A 13F-NT filer suddenly files a 13F-HR. This means the asset owner has stopped delegating discretion to external managers and is now running positions in-house — or has acquired a separately managed account. Either reading is a meaningful organizational change.
• A 13F-NT changes the pointed-to manager. If a pension fund used to point at Manager A and is now pointing at Manager B, that is a mandate change — the asset owner moved the underlying mandate to a different external manager. The next 13F-HR from Manager B will reveal the new strategy.

Neither pattern shows up in a casual holdings table search. Both surface in the filing-metadata stream that the aggregate signal feed tracks.

Cross-references

• What Is a 13F Filing? Beginner's Guide to Institutional Holdings
• 13F Filing Season Guide: Deadlines and What to Watch
• What Is a Schedule 13G? Passive 5% Stake Disclosures Explained

FAQ

What is a 13F-NT filing?

A 13F-NT is a notice filing under Section 13(f) of the Securities Exchange Act. The filer certifies that they are an institutional investment manager with more than $100 million in qualifying assets but that all of their qualifying securities are reported on Form 13F by another manager. The filing names the manager who reports the holdings on the filer's behalf and contains no position-level data.

What is the difference between a 13F-HR, 13F-NT, and 13F-CR?

13F-HR is the Holdings Report — the full filing with the position table — filed by the manager who has day-to-day investment discretion. 13F-NT is a notice filing pointing at another manager who reports the holdings on the filer's behalf; it contains no positions. 13F-CR is the combination report used when the filer directly holds some positions (reported in the form's information table) while delegating others to another manager.

Why would a manager file a 13F-NT instead of a 13F-HR?

A manager files 13F-NT when their qualifying institutional assets are reported by another manager. The classic case is a pension fund or asset owner that delegates security selection to external investment managers. The external managers have day-to-day discretion and therefore file 13F-HRs; the asset owner files 13F-NT pointing at them to avoid double-reporting the same shares.

Does a 13F-NT mean the filer has no equity holdings?

No. A 13F-NT filer typically has substantial equity exposure — they have simply delegated the security-selection discretion to external managers. To see what a 13F-NT filer is exposed to, follow the pointer in the filing to the named external manager and read their 13F-HR. The asset owner's annual report is the other useful source for understanding mandate scope.

Are 13F-NT filings included in 13F Insight's holdings data?

13F-NT filings are recorded against the filer's profile but contribute no positions to the platform's holdings tables. WhaleScore, consensus, and signal surfaces are built from 13F-HR and the direct-holding portion of 13F-CR filings — 13F-NTs do not appear in those datasets because they carry no positions. The filing pattern itself (notice vs holdings) can still be informative as a metadata signal.

Can a 13F-NT contain partial holdings?

No. A 13F-NT explicitly contains no information table — that is the structural distinction from 13F-HR and 13F-CR. If a filer holds some positions directly and delegates others, the correct form is 13F-CR (Combination Report), which includes the directly-held portion as positions and points at another manager for the delegated portion. 13F-NT is the all-delegated case only.