What are Schedules 13D and 13G?
Both are SEC filings that report who owns more than 5% of a class of a company's voting shares.[S1] The class must be registered under Section 12 of the Securities Exchange Act; classes with no vote are left out.[S1]
The SEC's test is "beneficial ownership": having or sharing the power to vote the shares, or to sell them.[S3] The shares do not have to be in the owner's own name.
Shares a holder can get within 60 days count too, for example through options, warrants or conversion.[S3]
Who files a 13D, and who may file the shorter 13G?
Schedule 13D is the default, long form for anyone who crosses 5%.[S1] The short Schedule 13G is open to three groups instead:[S1]
- Qualified institutions (Rule 13d-1(b)): brokers, banks, insurers, registered funds, registered investment advisers and similar firms. They must have bought in the ordinary course of business, not to change or influence control.[S1]
- Passive investors (Rule 13d-1(c)): anyone else with no aim to change or influence control, holding less than 20%.[S1]
- Exempt investors (Rule 13d-1(d)): holders who went above 5% without an acquisition that the 13D rule counts.[S1]
The SEC says exempt investors may include founders and early investors who bought before the shares were registered.[S6]
So the form's name tells you which route the filer qualified for. It says nothing about the size of the stake above 5%.[S1]
What does a 13D tell you that a 13G does not?
Item 4 of Schedule 13D asks for the purpose of the purchase. The filer must describe any plans or proposals on a set list of topics.[S4]
The list includes buying or selling more shares, a merger or liquidation, and selling a material amount of assets. It also covers changes to the board or management, and delisting a class of shares.[S4]
Item 5(c) lists the filer's trades in the class over the past 60 days, or since its last 13D.[S4]
A 13G has no purpose item. Institutions and passive investors sign a certification instead: the shares are not held to change or influence control.[S5]
What are the deadlines?
The SEC shortened most deadlines in a rule adopted on Oct 10, 2023, effective Feb 5, 2024.[S6] The new 13G deadlines applied from Sep 30, 2024.[S6]
| Filing | Deadline |
|---|---|
| First 13D | Within five business days after crossing 5% |
| 13D amendment | Within two business days after a material change |
| First 13G, qualified institution or exempt investor | 45 days after the end of the calendar quarter in which it went above 5% |
| First 13G, passive investor | Within five business days after crossing 5% |
| 13G amendment | 45 days after the end of a calendar quarter with a material change |
For the 13D, buying or selling 1% or more of the class is always a material change.[S2] The first-filing deadlines come from Rule 13d-1; the amendment deadlines from Rule 13d-2.[S1][S2]
Larger 13G holders have extra, faster deadlines. A qualified institution that goes above 10% files within five business days after that month ends.[S1] A passive investor amends within two business days after going above 10%, then after each change of more than 5%.[S2]
Before the change, a first 13D had 10 days and 13G updates were yearly.[S6] A business day excludes weekends and federal holidays.[S1] Filings sent by 10 p.m. Eastern Time count for that day.[S6]
When must a 13G filer switch to a 13D?
Some 13G filers later gain a purpose to change or influence control. A qualified institution or passive investor must then file a 13D within five business days.[S1] From then until 10 days after that 13D is filed, it may not vote the shares or buy more.[S1]
A passive investor that reaches 20% must also switch to a 13D within five business days, with the same pause.[S1]
Why are these filings easy to misread?
"Percent of class" is not percent of the company. It is measured against one class. Shares the holder could get by conversion count in its base, but not in anyone else's.[S3]
Voting power and selling power can differ. The cover page splits each into sole and shared power. The power to sell is called "dispositive power".[S7]
The figures are dated. Each filing names a "date of event", and a first 13G can arrive 45 days after a quarter ends.[S7][S1] A filer may also rely on the share count in the company's latest quarterly or annual report.[S1]
What do real filings show?
Apple, Schedule 13G under Rule 13d-1(b). Vanguard Capital Management reported 1,099,168,953 shares, or 7.48% of Apple's common stock, at Mar 31, 2026.[S7] It ticked the investment adviser box and signed on Apr 29, 2026.[S7]
It had sole power to vote 145,321,305 of those shares, and sole power to sell all of them.[S7]
CoreWeave, Schedule 13G/A under Rule 13d-1(c). Nvidia filed as a passive investor, reporting 47,213,353 Class A shares, or 11.5%.[S8] The event date was Jan 23, 2026; Nvidia signed the passive certification on Jan 26, 2026.[S8]
Dell, Schedule 13D/A No. 15. Silver Lake's funds filed it on Sep 11, 2026, for an event on Sep 9.[S9] Their first 13D on Dell was filed on Feb 19, 2019.[S9]
They reported 42,809,317 shares, including 42,478,400 Class B shares convertible into Class C.[S9] That was 11.9% of Class C, 6.7% of all common stock and 12.1% of the votes.[S9]
Item 5(c) listed their Class B conversions and their sales in the 60 days to Sep 9, 2026.[S9]
Walmart, Schedule 13D/A No. 1. Walton Enterprises and the Walton Family Holdings Trust filed it on Mar 3, 2026, for an event on Feb 27.[S10]
Item 4 said it reports sales by the trust and share distributions to its beneficiaries. Together they cut the group's holdings by more than 1% of Walmart's shares.[S10]
Walton Enterprises reported 44.21%, based on 7,970,166,964 shares outstanding at Dec 2, 2025.[S10]
Where do you find them?
On EDGAR, the filings appear under the company they are about, as "SCHEDULE 13D" or "SCHEDULE 13G". Amendments end in "/A".[S8][S9]
Since Dec 18, 2024, both schedules must be filed in a structured, machine-readable format.[S6] EDGAR shows them as formatted pages with numbered cover-page rows.[S7]
A company's proxy statement also lists holders of more than 5% of any voting class.[S11] See how to read a proxy statement, and Form 4 insider filings for trades by directors and officers.
The ownership sections of the Apple, CoreWeave, Dell and Walmart business explainers cite these filings.