Learn · Explainer
Schedule 13D vs. 13G
The two forms for reporting a stake above 5%: who files which, the deadlines, and what each one tells you.
The short answer
Anyone who comes to own more than 5% of a class of a public company's voting shares has to tell the SEC. Schedule 13D is the full report, due within five business days, for holders who may try to influence or control the company. Schedule 13G is a shorter form for passive investors and for institutions such as fund managers and banks that hold the shares in the ordinary course. Of the 15 ownership reports in Ticker Sage's filing notes since Oct 6, 2026, 13 were 13Gs and 2 were 13Ds.
Side by side
| Schedule 13D | Schedule 13G | |
|---|---|---|
| Who uses it | Holders who may seek to influence or control the company, and anyone not eligible for 13G | Passive investors, qualified institutions (banks, brokers, fund managers, insurers), and holders who owned their stake before the company went public |
| First filing | Within 5 business days after crossing 5% | Passive investors: within 5 business days. Institutions: within 45 days after the quarter in which they crossed 5%, or 5 business days after the month they cross 10% |
| Amendments | Within 2 business days of a material change; a change of 1% or more counts as material | Within 45 days after a quarter in which anything material changed; sooner for crossing 10% or moving 5% beyond it |
| What it discloses | Identity, shares and percentage, source of funds, and plans or proposals for the company (Item 4) | Identity, shares and percentage, and a certification that the stake isn't held to change or influence control |
| Limit | None | A passive investor must switch to 13D at 20% or once it gains a control purpose |
From Rule 13d-1 and Rule 13d-2 under the Securities Exchange Act, as amended in 2023.
What counts as owning
The 5% test uses beneficial ownership: shares a person or group has the power to vote or to sell, directly or through others, including shares it can acquire within 60 days, such as through options. A fund company that manages many funds usually reports the combined stake. Holders who act together count as a group and add their shares up.
Why a 13D gets attention
A 13D says the holder hasn't ruled out trying to influence the company. Item 4 describes its plans, anywhere from no current plans to a push for board seats, a sale of the company or a change in strategy. A new 13D from an investor known for activism is often news, and each material change has to be reported again within two business days. Some 13D holders are long-term controlling owners: a parent company that owns most of a listed subsidiary, for example, files a 13D and amends it as its stake changes.
Why most reports are 13Gs
The largest fund managers hold more than 5% of hundreds of companies at once, through index funds and other portfolios, without trying to run any of them. They file 13Gs. Of the 13 13G notes here that name the rule they rely on, 12 cite Rule 13d-1(b), the route for qualified institutions such as fund managers, and none cite 13d-1(c), the route for other passive investors.
Recent reports
- STATE STREET CORPORATION reports a 5% stake in Qualcomm on Schedule 13G (filed Nov 10, 2026)
- STATE STREET CORPORATION reports a 5.2% stake in Medtronic on Schedule 13G (filed Nov 10, 2026)
- STATE STREET CORPORATION reports a 5.1% stake in ExxonMobil on Schedule 13G (filed Nov 10, 2026)
- STATE STREET CORPORATION reports a 5% stake in Cisco on Schedule 13G (filed Nov 10, 2026)
- STATE STREET CORPORATION reports a 5.5% stake in Accenture on Schedule 13G (filed Nov 10, 2026)
Each note links to the filing on SEC EDGAR. A stake reported as below 5% on an amended 13G usually means the holder has dropped under the threshold and the reports stop.
Related filings
A holder above 10% also becomes an insider for Section 16 purposes and reports each trade on Form 4. Managers with $100 million or more in listed stocks report all their holdings each quarter on Form 13F.
Common questions
What is the difference between a 13D and a 13G?
Both report a stake above 5% of a class of a company's voting shares. Schedule 13D is the full report for holders who may seek to influence or control the company. Schedule 13G is a short form for passive investors and qualified institutions.
How fast does a 13D have to be filed?
Within five business days after the holder crosses 5%, and amendments within two business days after a material change. A change of 1% or more of the class counts as material.
When is a 13G due?
Passive investors under Rule 13d-1(c) file within five business days. Qualified institutions under Rule 13d-1(b) file within 45 days after the end of the quarter in which they crossed 5%, or five business days after the end of the month in which they cross 10%.
Can a 13G filer switch to a 13D?
Yes, and it has to if it starts holding the shares to change or influence control, or, for a passive investor, once it reaches 20% of the class.
Does a 13G mean the holder bought shares?
Not necessarily. It reports the size of a stake on a date. An amended 13G can show the stake going up or down, or falling below 5%.
Disclosures
- Editor holdings
- The editor holds no position in any company named on this page. As of Nov 11, 2026.
- Compensation
- Nobody paid for this page. No affiliate links on this page.
- Sources
- Each company's own SEC filings, linked next to each number.
- Last updated
- Nov 10, 2026
General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.
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