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Schedule 13D vs Schedule 13G: what is the difference?

By OQRO. Updated .

Black-and-white street view of the New York Stock Exchange, with its columns and sculpted pediment beside the Wilks Building and the edge of the statue of George Washington at the right.
The New York Stock Exchange and the Wilks Building, about 1921. Photo: Irving Underhill, Public domain (Library of Congress: no known restrictions on publication). Original

The short answer

A Schedule 13D and a Schedule 13G both disclose beneficial ownership of more than 5% of a US company's voting shares. A 13D is the long form, filed by holders who may seek to influence or control the company, and it must state what they intend to do. A 13G is the short form, open only to passive holders and to certain institutions holding in the ordinary course of business, and it asks no question about intent.

Official source: SEC fact sheet on the 2023 amendments to beneficial ownership reporting (Release 33-11253).

What triggers either one

Crossing 5% of a class of voting equity securities registered with the SEC. The threshold is beneficial ownership, which counts shares a person can vote or dispose of, including through a group acting together, not only shares held in their own name. The rules come from sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and from Regulation 13D-G.

Which form you may use depends on who you are and what you mean to do, not on the size of the stake.

Who may use the short form

  • Qualified institutional investors under Rule 13d-1(b): broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, employee benefit plans and similar institutions, when they acquired the shares in the ordinary course of business and not with the purpose of changing or influencing control
  • Passive investors under Rule 13d-1(c): holders of more than 5% but less than 20% who have no such purpose
  • Exempt investors under Rule 13d-1(d): holders above 5% who did not get there through an acquisition covered by section 13(d), for example someone who already held the shares before the company registered them

What a 13D has to say that a 13G does not

Item 4 of a Schedule 13D asks for the purpose of the transaction, and for any plan or proposal that would lead to an extraordinary transaction, a sale of assets, a change in the board or management, a change in the charter or bylaws, or a delisting. A 13D also names the source and amount of the funds used, and any contract, arrangement or understanding about the shares. This is why an activist stake arrives as a 13D: the form forces the holder to put their intentions on the record.

The deadlines, since the 2023 amendments

The SEC shortened these deadlines in October 2023. The amendments took effect on February 5, 2024, and the revised Schedule 13G deadlines applied from September 30, 2024.

  • Schedule 13D: within five business days of crossing 5%. An amendment is due within two business days of a material change
  • Schedule 13G, passive investors: within five business days of crossing 5%
  • Schedule 13G, qualified institutional and exempt investors: within 45 days after the end of the calendar quarter in which the stake passed 5%, and, for a qualified institutional investor, within five business days after the end of the month in which it passed 10%
  • Schedule 13G amendments: within 45 days after the end of a calendar quarter in which a reportable change happened, with faster deadlines once a holder is above 10%

When a 13G becomes a 13D

Eligibility is not permanent. A holder who starts buying with a view to influencing the company, or a passive investor who goes past 20%, loses the short form and has to file a Schedule 13D within five business days of the event that made them ineligible. A 13G filer who switches to a 13D is therefore worth more attention than the stake size alone suggests.

How to read either one

A 13D is a statement of intent, not a plan that has to happen. Holders say they may seek talks with management and then do nothing, and they say nothing and then run a proxy fight.

A 13G is a snapshot of a large but ordinary position. An index manager appears on hundreds of them, and its presence says nothing about the company beyond its inclusion in an index.

What OQRO does with it

OQRO lists new stakes from both schedules, keeps them apart so a 13D is never read as passive ownership nor a 13G as activism, shows the percentage as filed and the date the stake was reached, and links the original document on sec.gov.

A real example

Two filings dated 30 September 2026, a Schedule 13G and a Schedule 13D.

  • Schedule 13G, i3 Verticals: filed by Forager Capital Management and joint filers for 1,106,474 shares of Class A common stock, 6.1% of the class (18,019,748 shares outstanding as of 6 August 2026). The filing is made under Rule 13d-1(c), the passive investor route, and its certification says the shares were not acquired or held to change or influence control of the issuer. Date of event requiring the filing: 1 September 2026.
  • Schedule 13D, SoundThinking: filed by Transom Capital Public Fund, LP and two joint filers for 153,423 shares, 1.16% of the class. Date of event: 28 September 2026. Item 4 describes a merger agreement signed that day under which a tender offer is to start within 15 business days at $8.00 a share plus a contingent value right of up to $3.00. Item 5 says the filers and other holders may be deemed a group that together holds approximately 34.0%.

The two forms answer different questions. The 13G is the short form for a holder who says it has no plan to influence control; the 13D must say what the holder intends in Item 4. The second example also shows that a 13D can be triggered by an arrangement among holders and not only by one holder crossing 5%.

Common mistakes

  • Treating a 13G and a 13D as the same signal. A 13G filer certifies that it holds without the purpose or effect of changing or influencing control; a 13D must describe its purpose in Item 4.
  • Using the old deadlines. Since the 2023 amendments a 13D is due within five business days of crossing 5% and amendments within two business days; passive investors file a 13G within five business days, and qualified institutional and exempt investors within 45 days after the quarter in which they cross.
  • Reading the percentage without its basis. Each filing states the share count it divides by and the date of that count.
  • Assuming a joint filing means one holder. The cover pages list each reporting person and whether the power over the shares is sole or shared.

See it on OQRO

From the blog

Sources

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This explains a public filing in plain words. It is not legal or investment advice.