As another landmark year for regulatory change draws to a close, our specialist team has identified a selection of key developments from around the world that are shaping shareholding disclosure practices.

1. United Kingdom – short selling reforms

The FCA has released consultation paper CP25/29¹ proposing a new Short Selling Sourcebook within the FCA Handbook. It will largely replicate requirements under the existing regime but there will be specific modifications to rebalance the risks and reduce disproportionate regulatory burdens. Changes include but are not limited to:

removing UK sovereign debt and associated CDS from the scope of the regime, including reporting and covering requirements
replacing the current arrangements for publicly disclosing individual net short positions (NSPs) with an obligation for the FCA to disclose net short positions as an aggregate, anonymised figure based on reported 0.2% positions
a machine-readable reportable shares list subject to NSP reporting (instead of an exempt list), thoroughly reviewed every two years and updated both monthly and on an ad-hoc basis
a filing deadline extension - changed to 23:59 T+1 - for NSP reporting

Key dates:

April 2026 for publication of policies, final rules and draft reportable shares list
June 2026 as main commencement day for operational rules
December 2026 for updating certain systems
1 June 2027 for ending the transitional arrangements for market maker exemptions

¹Consultation paper CP25/29

Insight: issued share capital & publication of positions

Issued share capital: When the UK short selling changes were first consulted on respondents highlighted that different sources of issued share capital can contradict one another, which adds unnecessary complexity to NSP calculations. This is a common concern for market participants, The FCA has said that it does not intend to produce a golden source of issued share capital for the purpose of UK SSR compliance. The FCA instead proposes to issue guidance on the sources of information which can be used to identify the issued share capital of companies. For the purpose of calculating NSPs, a person should “act reasonably having regard to publicly available information”².

Golden source issued share capital is not only a concern for the UK rules - when ESMA consulted back in 2022 on its own review of the EU SSR it acknowledged that timely identification of issued share capital is a matter of concern for market participants and that the fulfilment of the SSR obligations depends on the accuracy of that data. At the time, it recommended that ESMA be mandated to publish such information.³

Anonymisation of NSPs: Welcomed by many market participants, the FCA’s proposals will take a new approach and will aggregate, anonymise and publish all reported 0.2% positions in an issuer’s issued share capital. Currently, participants provide 0.2% positions to the FCA privately and disclosure is made public on a named basis above 0.5%. Once the UK’s new rules take effect in 2026, be aware that public disclosure of short sellers’ positions is still a feature in:

EEA states
Japan
South Korea

²CP25/29: Changes to the UK Short Selling Regime
³ESMA Final Report on SSR Review

2. Australia – major holdings reforms

On 4 September 2025, the Treasury proposed changes to the Corporations Act to enhance and amend the substantial holding and tracing notice regimes. The reforms are wide, but some headline points include provisions relating to a statutory disclosure of cash-settled instruments and changes to the treatment of interests arising from physically settled derivatives - including the concept of “relevant interest”. It will also bring into scope foreign issuers listed in Australia. The proposed rules were passed into law on 4 December 2025 and the rules amending disclosure of information about ownership of listed entities become effective in December 2026.

Insight: Cash-settled reforms

Rationale for change: The new rules require holders to disclose key derivative-based interests to the market, in the same way as they would disclose any other interests that form part of a substantial holding. This will include non-physically settled derivative interests such as cash-settled interests. The rationale for this is that while holding a cash settled derivative may not confer any express rights over underlying securities, the inherent incentive that the arrangement creates for a counterparty to hedge their exposure gives the person in the bought position a proximity and influence in relation to those securities that is relevant to the market.

Cash-settled variations: Treatment of cash-settled interests has been an ongoing focus of market regulators worldwide and although market transparency is the driver, the way that regulators have decided to deal with cash derivatives shows different national views on the extent and nature of the problem. See e.g. Japan below

Rulefinder subscribers can use our Compare tool to identify the different treatment of cash-settled derivatives across the globe.

3. Japan – major holdings reforms

Japan is in the process of making changes to its large holdings reporting regime which includes how to treat economic interests in cash-settled securities. Whether a party needs to disclose its interests in target securities represented by the derivative transaction depends on intent and purpose of the holder and this will need to be considered on a case-by-case. There are three purposes identified which would mean a holder must consider including cash-settled instruments - see our recent article⁴ for details and a comparison of Australia’s and Japan’s cash reforms. These reforms will take effect in Japan in May 2026.

⁴Japan & Australia: Cash-Settled Changes Are Coming

Insight: Intents-based disclosures

Intention-based disclosures may require a different approach to compliance than a broad-brush calculation basis. They often apply where a country operates more relaxed rules for certain types of investors such as institutional investors as long as their activities are routine and/or passive, amongst other conditions. For example:

Japan’s special reporting system gives certain institutional investors more relaxed filing deadlines if they are engaged in trading securities as part of their daily business activities and they have no intention of making key shareholder proposals
In South Korea’s 5% rule influence over management is a key factor. If this intention exists, there are more extensive reporting requirements and the deadline for filing disclosures is shortened. Without this intention, both institutional investors and general investors can potentially apply less onerous rules – with a further special category of relaxations for prescribed categories of domestic passive institutional investors
Canada’s AMRS reporting system for eligible institutional investors permits relaxations of filing deadlines and certain ongoing disclosure requirements. However institutional investors may be disqualified from using it under certain circumstances such as soliciting proxies from securityholders of the issuer in respect of certain director nominations or certain corporation actions in opposition to the position of the issuer’s management

If you wish to use these intents-based rules, and similar ones operating in other jurisdictions, check eligibility in each case as requirements vary between national regulators.

4. Other short selling reforms

USA: Hot off the press, on 3 December 2025 the SEC granted a temporary exemption from compliance with the pending short position reporting reforms under 13f-2. This reporting is now delayed until 2 January 2028, with the first Form SHO reports to be filed within 14 calendar days after the end of January 2028. Associated with this, temporary exemptions have been granted for the Rule 10c-1 Securities Lending Rule to the reporting date until 28 September 2028 and dissemination date until 29 March 2029.

Insight: USA

It was not entirely unexpected that the SEC would delay the compliance date of the 13f-2 short position reporting rules. This was because the Court of Appeals of the Fifth Circuit had in August sent the rules back to the SEC for further consideration and a cost-benefit analysis. Compliance has now been further delayed for longer than was expected, with the first reports not required to be filed until 14 February, 2028. The SEC also gave its clearest indication yet that their review “may include proposing amendments to the Rules”⁵. This gives some comfort that it will take onboard the various issues that market participants had raised that needed clarity under the existing form of the rules. More developments will be forthcoming from the SEC which we’ll continue to monitor for, but for now at least compliance preparations can be put on hold.

India: The SEBI Chairman addressed⁶ the CNBC TV18-Global Leadership Summit in November and promised a working group to comprehensively review short selling and the SLBM frameworks, which have been largely unchanged since 2007/2008 and, in the Chairman’s view, are significantly under-developed as compared to other jurisdictions. At this point there are no details to anticipate the direction of travel - but we’re interested to track this development and see how the rules will evolve;

Indonesia: the Indonesia Stock Exchange extended short selling in September 2025. This expansion of short selling applied only to domestic retail investors at least for the first year, with plans possibly to allow foreign investors to participate sometime thereafter, subject to evaluation.

⁵Order Granting Temporary Exemptive Relief
⁶Speech by SEBI Chairman

5. Foreign investment rules

Foreign investment rules are always evolving - here is a curated collection of summaries of some of the alerts relating to foreign investment that we have distributed to our subscribers in the second half of 2025:

EU:
- Croatia and Cyprus – new rules: Croatia’s new FDI rules came into force on 13 November 2025 and Cyprus will follow suit when its rules take effect on 2 April 2026. This means all EU Member States now have FDI screening rules either in force or pending
- Czech Republic - amending rules: An amendment to the Czech FDI Screening Act took effect on 1 November 2025 to include within the scope of FDI rules entities subject to the new Critical Infrastructure Act and the new Cybersecurity Act. These entities will be designated (named) entities but as noted in our alert, there is no public list available so a status check may be required as part of deal due diligence

Insight: EU FDI

The EU FDI Screening Regulation is currently undergoing a major reform and the proposed new rules compel mandatory FDI vetting which has prompted a flurry of EU FDI rules changes and since November 2025 all EU member states now have a regime in place. In 2025, the European Parliament adopted proposals to expand and harmonise screening across all member states, giving the European Commission stronger powers and clarifying mandatory filing requirements. Proposals include:

changing material scope to include indirect investments by EU investors that are ultimately controlled by individuals or businesses from a non-EU country. The current framework covers EU investments made by EU companies directly owned or controlled by non-EU entities
focus on harmonisation ensuring, for example, that potentially critical transactions are screened before they are completed and providing a list of sectors that must be screened

In December 2025, the European Council and Parliament reached political agreement to improve FDI screening. As next steps, the provisional agreement will now be endorsed by the Council and the Parliament before being formally adopted. The new rules will start applying 18 months after the entry into force of the regulation - watch out for updates from the Rulefinder team.

Rest of the world
- Australia – the Treasury is seeking public feedback on potential FDI reform options including on
  - tracing of minor interests and subsequent screening
  - enabling streamlined approvals for lower risk repeat investors and investments
  - Feedback closed on 12 December 2025. Whilst part of the consultation focuses on a more streamlined framework with reduced regulatory burden for investors where possible, the consultation also focuses on a stronger framework to manage risk, deter bad actors and appropriately penalise serious non-compliance with strong and flexible powers to manage high-risk investment. One feature of the consultation is that the framework must evolve to ensure appropriate scrutiny of transactions in emerging sensitive sectors even if they do not meet current mandatory notification thresholds - for example in new technologies or expanding geopolitical context
  - Saudi Arabia - the Capital Market Authority has announced a consultation on opening the Main Market to all categories of non-resident foreign investors and enabling them to invest directly. This would allow all categories of foreign investors to access the market without needing to satisfy qualification requirements and eliminates the concept of Qualified Foreign Investor. The proposal also entails abolishing swap agreements which have been available as an option that allows non-resident foreign investors to obtain only the economic benefits of listed securities. Instead, it grants such investors the ability to invest directly in listed shares on the Main Market, still subject to individual and aggregate foreign ownership limits. The consultation period ended in October 2025
  - India - SEBI has launched a new framework that will make it easier for low-risk foreign institutions to invest in the Indian stock market and private companies by creating a single-window access, reducing paperwork and speeding up approvals. The changes will come into effect on 30 May 2026
  - United Kingdom – a 15% media cap on the total shares or voting rights held by state owned investors is expected to come into force in January 2026

Enforcement actions

84

Enforcement Actions. We're keeping count.

That's the total number of regulatory enforcement actions around the world that Rulefinder Shareholding Disclosure has tracked so far in 2025.

It amounts to USD 190,582,625 in regulatory enforcement actions tracked by us in key jurisdictions.

IThis doesn't reflect the numerous other reprimands and corrective actions subscribers can view in our dedicated Enforcement Actions Tracker.

Not seen our Enforcement Actions Tracker yet? Ask us for a demo

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Shareholding Disclosure: 5 Key Developments

1. United Kingdom – short selling reforms

Insight: issued share capital & publication of positions