What is the difference between Schedule 13D and 13G?

Who has to file, and which form?

The SEC's fact sheet on the 2023 beneficial ownership rules says that Exchange Act Sections 13(d) and 13(g), with Regulation 13D-G, require an investor who beneficially owns more than 5 percent of a covered class of equity securities to publicly file either a Schedule 13D or a Schedule 13G. An investor with control intent files Schedule 13D. Exempt investors and investors without control intent, such as qualified institutional investors and passive investors, file Schedule 13G.

The 13D is the longer form and states the purpose of the acquisition. The 13G is the short form. Rule 13d-1 lets a person who would otherwise have to file a 13D file a short-form 13G instead, but only in defined cases.

What are the deadlines?

The rule text adds a tighter rule for institutions: if their ownership exceeds 10 percent before the end of the quarter, the initial 13G is due within five business days after the end of the first month in which ownership exceeds 10 percent, computed as of the last day of the month.

The SEC says the initial deadlines had not been updated since 1968 (Schedule 13D) and 1977 (Schedule 13G). The 13D deadline had been 10 days, and for qualified institutional and exempt investors the 13G was due 45 days after the end of the calendar year. The 2023 amendments shortened them, and compliance with the revised 13G deadlines was required from 30 September 2024.

What about changes?

For Schedule 13D, the amendments shortened the deadline for filing an amendment to two business days. For Schedule 13G, an amendment is generally due 45 days after the end of the calendar quarter in which a material change occurred, rather than 45 days after the end of the year. For qualified institutional investors and passive investors, the amendment obligations are accelerated when ownership exceeds 10 percent or changes by 5 percent.

The same fact sheet says Schedule 13D and 13G filings must use a structured, machine-readable data language, required from 18 December 2024. That makes the filings easier for programs to read, including OQRO's 5% stakes page, which separates 13D filers from passive 13G filers.

Where does the intent come from?

The 13D includes the filer's stated purpose, so reading Item 4 of a Schedule 13D tells you what the filer said about its plans. The fact sheet notes that the SEC's adopting release also gives guidance on when two or more persons are acting as a group, which turns on facts and circumstances and does not depend only on an express agreement. Group status therefore can change who has to file.

How is it different from a 13F?

A Schedule 13D or 13G is about one holder's stake in one company, filed when a threshold is crossed, and it can arrive within days. A Form 13F is a quarter-end list of a manager's holdings across many companies, filed within 45 days after the quarter. They answer different questions. See what a 13F leaves out for the other side.

How can you tell which one you are reading?

Check the form's title first: the document says Schedule 13D or Schedule 13G at the top. A 13D is the longer filing and carries the filer's statement of purpose, so it is the one that tells you what the investor said about its plans. A 13G is the short form for filers that are passive or fall in an exempt or institutional category. Then check the dates. A 13D or a passive 13G arrives within five business days after the acquisition, while a 13G from a qualified institutional or exempt investor can arrive up to 45 days after the end of the calendar quarter, which can be weeks after the stake crossed the line.

An amendment can change the picture: a 13D amendment is due within two business days of a material change, and the 13G rules were tightened for holders above 10 percent or with a 5 percent change.

What this does not tell you

A 13G filing says that the holder is above the threshold and falls in the passive or exempt category. It does not say the holder will stay passive, and a holder that stops being passive moves into the 13D rules (see Rule 13d-1(e)). A 13D says what the filer stated at the time. It does not predict what the filer will do, and a stake above 5 percent is not an instruction to anyone. The filing also does not show the price paid unless the filer states it. For plain-language help with the forms, see the Schedule 13D and 13G guide.