Glossary › Schedule 13D and 13G
What is Schedule 13D and 13G?
Schedules 13D and 13G are SEC filings made when an investor comes to own more than 5% of a US public company's voting shares.
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When an investor or group acquires beneficial ownership of more than 5% of a class of a US public company’s voting equity securities, it must disclose the position to the SEC on Schedule 13D or the shorter Schedule 13G.
13D vs. 13G
- Schedule 13D is required when the holder may seek to influence or change control of the company—for example, activist investors. It includes the purpose of the investment and plans or proposals. Since 2024, an initial 13D is due within five business days of crossing the threshold, with amendments due promptly after material changes.
- Schedule 13G is a shorter form for passive investors and certain qualified institutions that do not intend to influence control.
Why it matters
A new 13D often signals that an investor intends to push for changes such as board seats, a sale, or capital returns. The “Purpose of Transaction” section (Item 4) explains the stated intentions. A switch from 13G to 13D can indicate that a previously passive holder is becoming active.
Korean equivalent
In Korea, holders crossing 5% file a large-holding report (주식등의 대량보유상황보고서) on DART, with separate rules on timing and purpose.
These schedules are public on SEC EDGAR.
This glossary entry is general information, not investment advice.