# What Are Schedule 13D and 13G? Definition and Example

> Schedules 13D and 13G are SEC filings made by anyone who owns more than 5% of a public company’s stock. Here is the difference and why a 13D can move a stock.

Source: https://www.exent.ai/learn/13d-vs-13g · Reviewed by David, Senior Analyst, Exent · Published Oct 27, 2026 · Updated Oct 27, 2026

> Disclosure: Exent publishes this page and makes one of the products discussed. Facts about other products are checked on their own sites and dated. Our editorial policy explains how.

## Key takeaways

- Schedules 13D and 13G are SEC filings required when an investor beneficially owns more than 5% of a company’s voting stock. A 13D is for investors who may seek to influence or control the company; a 13G is for passive and institutional holders.
- Since the SEC’s 2023 amendments, an initial 13D is due within five business days.
- A new 13D often flags an activist investor, which is why it can move a stock.

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

Both disclose a large stake. According to the [SEC’s fact sheet on beneficial ownership reporting](https://www.sec.gov/files/33-11253-fact-sheet.pdf), an investor with control intent files Schedule 13D, while exempt investors and those without control intent, such as qualified institutional investors and passive investors, file the shorter Schedule 13G. A 13D must explain the purpose of the purchase, such as seeking board seats or a sale of the company.

## What are the filing deadlines?

| Filer | Initial filing due | Amendments |
| --- | --- | --- |
| 13D (control intent) | 5 business days after crossing 5% | Within 2 business days of a material change |
| 13G, passive investor | 5 business days | 45 days after the quarter of a material change; faster above 10% |
| 13G, qualified institution or exempt investor | 45 days after the quarter-end in which 5% was crossed | 45 days after the quarter of a material change; faster above 10% for institutions |

## Worked example

Illustrative: a hedge fund buys 6% of a mid‑size retailer. If it only wants exposure, it may qualify to file a 13G. If it plans to push for a new CEO or a sale, it files a 13D within five business days, stating that purpose. If a 13G filer later decides to push for changes, it generally has to switch to a 13D.

## Why it matters for a self‑directed investor

13D filings are one of the few public, timely signals of an activist campaign. 13Gs mostly show index funds and big asset managers crossing 5%. Both are part of tracking “smart money”; see [how to track smart money](https://www.exent.ai/resources/how-to-track-smart-money), along with [13F filings](https://www.exent.ai/learn/13f-filing) for quarterly fund holdings and [Form 4](https://www.exent.ai/learn/form-4) for insider trades.

## Common mistakes

- Reading every 13G as a vote of confidence. Many are index funds that must own the stock.
- Assuming an activist will succeed. A 13D states intent, not outcome.
- Confusing 13D/G with 13F, which is a quarterly holdings report from large managers.

## See institutional and insider moves with Exent

1. Open any stock in Stocks Radar to see insider, congress and 13F “smart money” activity next to analyst views.
2. Check the same stock’s analyst ratings and price targets, with each analyst ranked by past accuracy.

Exent is our product: [Exent Gems](https://www.exent.ai/radar)

## Frequently asked questions

### What triggers a 13D filing?

Beneficially owning more than 5% of a class of a public company’s voting equity securities while having, or not being eligible to disclaim, intent to influence or control the company.

### Is a 13D filing bullish?

Not necessarily. It shows a large holder wants changes, which markets often welcome, but the campaign may fail or the stake may later be sold.

### Where can I read 13D and 13G filings?

They are free on the SEC’s EDGAR database, searchable by company or filer.

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Educational content, not investment advice. Past performance does not guarantee future results.