13D vs 13G: the differences and the deadlines
Schedule 13D and Schedule 13G both report a stake of more than 5% in a US public company. The 13D is for holders who may seek to influence or control the company: it is due in five business days, every amendment in two, and it must state their plans. The 13G is for passive holders and qualified institutions: it is shorter, and qualified institutions file it 45 days after the quarter.
13D
Holders who may seek influence or control
13G
Passive investors, qualified institutions and exempt investors
First filing
13D: five business days. 13G: five business days, or 45 days after the quarter (sooner above 10%)
Amendments
13D: two business days. 13G: 45 days after the quarter, sooner above 10%
| Schedule 13D | Schedule 13G | |
|---|---|---|
| Who files | Holders who may seek to influence or control the company | Passive investors, qualified institutions and exempt investors |
| First filing | Five business days after crossing 5% | Five business days for passive investors; 45 days after the quarter for qualified institutions and exempt investors, sooner for a qualified institution above 10% |
| Amendments | Two business days after a material change | 45 days after the quarter of a material change; sooner above 10% or on a 5% move |
| Must state plans | Yes, in Item 4 | No; the holder certifies a passive purpose |
| Length | Long | Short |
The newest filings, with their form, to 21 Oct 2026
| Filed | Ticker | Holder | Form | Of the class | Filing |
|---|---|---|---|---|---|
| 21 Oct 2026 | RDDT | BAILLIE GIFFORD & CO | Schedule 13G/A | +4.9% | Open ↗ |
| 21 Oct 2026 | WTS | Timothy P. Horne | Schedule 13G/A | +17.7% | Open ↗ |
| 21 Oct 2026 | AAP | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G/A | +8.3% | Open ↗ |
| 21 Oct 2026 | RELY | BAILLIE GIFFORD & CO | Schedule 13G/A | +4.0% | Open ↗ |
| 21 Oct 2026 | SE | BAILLIE GIFFORD & CO | Schedule 13G/A | +6.6% | Open ↗ |
| 20 Oct 2026 | DUOL | BAILLIE GIFFORD & CO | Schedule 13G/A | +11.3% | Open ↗ |
| 20 Oct 2026 | WHR | Millennium Management LLC | Schedule 13G | +5.3% | Open ↗ |
| 20 Oct 2026 | MATW | Oaktree Value Opportunities Fund Holdings, L.P. | Schedule 13G/A | +9.7% | Open ↗ |
| 20 Oct 2026 | PZZA | Norbel Investments, S.L. | Schedule 13G | +5.0% | Open ↗ |
| 20 Oct 2026 | SCSC | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G/A | +4.7% | Open ↗ |
| 20 Oct 2026 | TALO | Carlos Slim Helu | Schedule 13G | +14.7% | Open ↗ |
| 19 Oct 2026 | LLY | LILLY ENDOWMENT, INC. | Schedule 13G/A | +9.6% | Open ↗ |
| 19 Oct 2026 | SWKS | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G/A | +9.3% | Open ↗ |
| 19 Oct 2026 | UHS | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G | +5.1% | Open ↗ |
| 19 Oct 2026 | THO | ACR Alpine Capital Research, LLC | Schedule 13G/A | +11.2% | Open ↗ |
| 19 Oct 2026 | KOP | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G/A | +4.9% | Open ↗ |
| 19 Oct 2026 | LEU | BANK OF NOVA SCOTIA | Schedule 13G/A | +3.5% | Open ↗ |
| 19 Oct 2026 | LKQ | PZENA INVESTMENT MANAGEMENT LLC | Schedule 13G/A | +9.0% | Open ↗ |
| 19 Oct 2026 | PAHC | Millennium Management LLC | Schedule 13G/A | +3.9% | Open ↗ |
| 19 Oct 2026 | PENG | BANK OF NOVA SCOTIA | Schedule 13G/A | +2.5% | Open ↗ |
The whole dataset: Large holders from Schedule 13D and 13G filings
When a 13G holder has to switch to a 13D
A 13G holder who decides to push for change at the company can no longer certify that they are passive, so they move to a 13D. That switch is worth watching, because the holder no longer calls itself passive, and its 13D now has to say what it plans to do.
Questions
13D vs 13G: common questions
Can a 13G filer become a 13D filer?
Yes. A holder who starts to seek influence or control over the company can no longer file on 13G and has to move to a 13D.
Which is filed more often?
Schedule 13G, because most holders above 5% are index funds and other passive institutions.
Do both schedules use the same 5% threshold?
Yes. Both are triggered by owning more than 5% of a class of a company's voting shares.
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