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Schedule 13D

The disclosure filed by anyone who acquires more than 5% of a company's voting shares and may seek to influence it.

Updated Oct 17, 2026

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Contents, 2 sections
  1. What to read
  2. On EDGAR

Schedule 13D is filed by a person or group that acquires beneficial ownership of more than 5% of a class of a company's registered voting shares, unless they qualify for the shorter Schedule 13G. It is due within five business days of crossing 5%. Material changes, including a change of 1% or more in the holding, are reported in an amendment within two business days.

What to read

  • Item 4, Purpose of Transaction. The filer must say what they intend: whether they plan to seek board seats, push for a sale of the company, change its strategy, or simply hold. This is the section that moves attention.
  • Item 5, the size of the holding and recent transactions.
  • Item 6, arrangements with others, including derivatives.
  • Exhibits, which can include letters to the board.

On EDGAR

The form type appears as SCHEDULE 13D on newer filings and SC 13D on older ones. Amendments carry /A. Members can set filing alerts for 13D and 13G filings on a company.

All terms

Related terms

  • Schedule 13GThe shorter ownership disclosure for passive and institutional holders of more than 5% of a company's voting shares.
  • 13FThe quarterly report institutional investment managers with $100 million or more in US-listed securities file to disclose their long positions.
  • InsiderA company's directors, its officers and owners of more than 10% of a class of its shares, who must report their trades.
  • AmendmentA filing that changes or completes an earlier one, marked with /A after the form type.

Guides that use it

  • What a 13F shows and what it hidesWho files 13F reports, what one holding line contains, the many things a 13F leaves out, and how to read a fund's quarter-to-quarter changes without overreading them.