Schedule 13D
A filing by an investor who crosses a large ownership threshold in a company and does not qualify as passive.
Updated 2026-07-26
When an investor's beneficial ownership crosses a defined percentage of a class of shares, they must disclose it. Schedule 13D is the version for investors who may seek to influence the company, and it asks for more than a number: the source of funds and the purpose of the acquisition are part of the form.
The filing has a deadline measured in days from the crossing, and it must be amended promptly when the facts change materially. Consequently a 13D is often a series of documents rather than one, and reading only the first is reading history.
Ownership stated on a 13D is beneficial ownership, which includes shares the investor can acquire or vote as well as shares they hold outright. It is not the same as the share count on a custody statement.
Related terms
4 entries- Amended filing
- A later version of a filing that corrects or supplements the original, usually marked with an /A suffix.
- Beneficial ownership
- The count of securities a person can vote or dispose of, which is not the same as the number registered in their name.
- Form 13F
- A quarterly report in which a large institutional manager lists the U.S. equity positions it held on the last day of the quarter.
- Schedule 13G
- The shorter ownership disclosure available to passive and institutional investors above the same threshold.