# 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.

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](/glossary/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.

## Related terms

- [Schedule 13G](/glossary/schedule-13g.md)
- [13F](/glossary/13f.md)
- [Insider](/glossary/insider.md)
- [Amendment](/glossary/amendment.md)

## Guides that use it

- [What a 13F shows and what it hides](/guides/what-a-13f-shows-and-what-it-hides.md)

All terms: [/glossary.md](/glossary.md)