Schedule 13D vs 13G: Differences and Deadlines

GUIDE · PUBLISHED 2026-10-12 · UPDATED 2026-10-12

General information about public filing rules, not legal or investment advice. Check the primary sources below before relying on any detail.

The 5 percent threshold

Under Section 13(d) of the Exchange Act and Regulation 13D-G, a person who acquires beneficial ownership of more than 5 percent of a covered class of equity securities must report it to the SEC. Under Rule 13d-3, a beneficial owner is anyone who directly or indirectly has or shares voting power or investment power over the security, not just the person in whose name the shares are held. The report is either a Schedule 13D or a Schedule 13G.

Schedule 13D is the full form. It asks, among other things, about the purpose of the acquisition and any plans that could affect the company. Schedule 13G is a shorter form available to holders who meet certain conditions, mainly that they are not trying to change or influence control of the company. WaveMan lists recent filings of both kinds as activist stakes.

Who may file the shorter Schedule 13G

Rule 13d-1 allows three groups to use Schedule 13G:

Qualified institutional investors

Under Rule 13d-1(b), institutions such as registered broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, and certain employee benefit plans and similar entities may file a 13G for securities acquired in the ordinary course of business and not with the purpose or effect of changing or influencing control.

Passive investors

Under Rule 13d-1(c), any other person may file a 13G if they did not acquire the securities with the purpose or effect of changing or influencing control, are not reporting as a qualified institution, and do not own 20 percent or more of the class.

Exempt investors

Under Rule 13d-1(d), people who own more than 5 percent but did not acquire it in a way covered by Section 13(d), for example holders who acquired their shares before the company registered them, file a 13G.

Everyone else above 5 percent files a Schedule 13D.

Filing deadlines since the 2023 amendments

The SEC adopted amendments shortening these deadlines on October 10, 2023. They became effective on February 5, 2024, and compliance with the revised Schedule 13G deadlines was required from September 30, 2024. The current initial filing deadlines are:

Filer	Initial filing due
Schedule 13D	Within five business days after the acquisition (previously 10 days)
13G, qualified institutional investor	Within 45 days after the end of the calendar quarter in which the obligation arose; within five business days after the end of the first month in which ownership exceeds 10 percent
13G, passive investor	Within five business days after the acquisition
13G, exempt investor	Within 45 days after the end of the calendar quarter in which the obligation arose

Before the amendments, qualified institutions and exempt investors had until 45 days after the end of the calendar year. Rule 13d-1(i) defines a business day for these deadlines as any day other than a Saturday, Sunday or federal holiday, and the amendments let a Schedule 13D or 13G submitted by direct transmission by 10 p.m. Eastern Time be treated as filed that business day.

Amendment deadlines

Schedule 13D

A 13D must be amended within two business days after any material change in the facts it reports. Rule 13d-2(a) deems an acquisition or disposition of 1 percent or more of the class to be material, and smaller changes can be material depending on the facts.

Schedule 13G

All 13G filers amend within 45 days after the end of a calendar quarter in which a material change occurred. A change in percentage caused only by a change in shares outstanding does not require an amendment.
Qualified institutions also amend within five business days after the end of the first month in which ownership exceeds 10 percent, and then after any month in which it moves by more than 5 percent of the class.
Passive investors also amend within two business days after ownership exceeds 10 percent, and then after any increase or decrease of more than 5 percent of the class.

Switching from 13G to 13D

A 13G is conditional. Under Rule 13d-1(e), a 13G filer who comes to hold the securities with the purpose or effect of changing or influencing control must file a Schedule 13D within five business days. From that point until 10 days after the 13D is filed, the holder may not vote the securities or acquire more beneficial ownership in the company. A switch from 13G to 13D is therefore one of the more informative events in these filings: it says the holder's intentions changed.

A passive investor who reaches 20 percent loses 13G eligibility in the same way.

How to read 13D and 13G filings

13D purpose section. Item 4 of a 13D describes the purpose of the transaction and any plans, such as seeking board seats or pushing for a sale. That is where activism shows.
13G from a big index manager is usually routine ownership, not a campaign.
Dates matter. Under the current rules a 13D can lag the purchase by up to five business days, a quarterly 13G by much longer.
It is not the same as 13F. A Form 13F is a quarterly list of an institution's holdings, whatever their size relative to each company.

To follow these filings, see activist stakes, the fund pages for institutional holders, or a company page such as Apple. A 10 percent holder also becomes a Section 16 insider and files Form 4.

Frequently asked questions

What is the deadline to file a Schedule 13D?

Within five business days after acquiring beneficial ownership of more than 5 percent of a covered class. The deadline was shortened from 10 days by SEC amendments effective February 5, 2024.

Who can file Schedule 13G instead of 13D?

Qualified institutional investors acting in the ordinary course of business without a control purpose, passive investors who own less than 20 percent and have no control purpose, and exempt investors whose holdings were not acquired in a way covered by Section 13(d).

When must a Schedule 13D be amended?

Within two business days after a material change. An acquisition or disposition of 1 percent or more of the class is deemed material.

What happens when a 13G filer wants to influence control?

They must file a Schedule 13D within five business days, and until 10 days after that filing they may not vote the securities or acquire more beneficial ownership in the company.

Sources

Every rule, deadline and threshold above was checked against these primary documents on 2026-10-12:

More guides

Source: U.S. Securities and Exchange Commission (EDGAR) and other official government data · Updated 2026-10-12 · For informational purposes only, not investment advice.
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Schedule 13D vs 13G: Who Files Which, and the 2024 Deadlines