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Glossary · Ownership & identity

Schedule 13D and 13G, explained.

The filings name the holder, the size of the stake and, on a 13D, the purpose of the acquisition — for example an intention to seek board seats or influence strategy.

The short answer

Schedules 13D and 13G are SEC filings made by anyone who acquires beneficial ownership of more than 5% of a class of a public company’s registered voting equity. Schedule 13D is the full disclosure, including the holder’s intentions; Schedule 13G is a shorter form for eligible passive and institutional holders.

At a glance

Term
Schedule 13D and 13G
Also known as
13D filing · 13G filing · 5% holder
Category
Ownership & identity
Where it matters
Company and founder due diligence

Schedule 13D and 13G in practice

The filings name the holder, the size of the stake and, on a 13D, the purpose of the acquisition — for example an intention to seek board seats or influence strategy. They are amended when holdings change materially.

Why Schedule 13D and 13G matter

  • Shows who the significant holders of a public company are.
  • A new 13D can signal activism or a potential change of control.

Schedule 13D and 13G in MarketPrior

MarketPrior reads Schedule 13D/13G filings for holders above 5% and adds them to the ownership and control section of a report, alongside GLEIF parent links and, for UK companies, PSCs.

FAQ

Frequently asked questions

Who has to file a 13G instead of a 13D?
Eligible holders such as certain institutional investors and passive investors who do not intend to influence control can use the shorter Schedule 13G.
Do 13D/13G filings cover private companies?
No. They apply to registered classes of equity securities, essentially public companies.

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