Schedule 13D and 13G: who must report a 5% stake
Anyone who comes to own more than 5% of a class of a US public company's voting shares must report it to the SEC on Schedule 13D or Schedule 13G. A holder who may try to influence or control the company files the longer 13D within five business days. Passive investors, and qualified institutions such as banks, brokers, insurers and registered advisers, can file the shorter 13G.
Threshold
More than 5% of a class of a company's voting shares
13D deadline
Five business days after crossing 5%; amendments within two business days
13G deadline
Five business days for passive investors; 45 days after the quarter for qualified institutions, sooner above 10%
Since
The shorter deadlines took effect in 2024
The newest 13D and 13G filings, 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
What each schedule tells you
A 13D has to say why the holder bought the shares and what they plan to do, such as seek board seats, push for a sale or change how the company is run. It also covers the money used and any agreements with others. A 13G is shorter: the holder certifies that they did not buy to change or influence control of the company, and reports the stake.
A filing ending in /A is an amendment. On a 13D it means a material change, such as a bigger or smaller stake or a new plan. On a 13G, holders amend 45 days after the quarter in which a material change happened, and sooner when a qualified institution or passive investor goes above 10% or moves by 5%.
Questions
Schedule 13D and 13G: common questions
What is the difference between a 13D and a 13G?
A 13D is filed by a holder who may try to influence or control the company, and it has to set out their plans. A 13G is the shorter form for passive holders and qualified institutions who do not.
How long does an investor have to file a 13D?
Five business days after crossing 5%, and two business days for each amendment. These deadlines took effect in 2024; before that it was 10 days.
What does /A after the form mean?
It marks an amendment to an earlier filing, made because the holder's stake or plans changed.
Does a 13D mean an activist is involved?
Often, but it means the holder has not ruled out influencing the company. The purpose section, Item 4, says what they actually intend.
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