Schedule 13D and 13G Filing Requirements: 2026 Compliance Guide

If you cross 5% beneficial ownership in a Section 12-registered equity security, you have a hard filing deadline. The SEC's 2023 amendments to Schedule 13D and 13G filing requirements are fully in force, the structured data mandate passed in December 2024, and the Division of Corporation Finance updated its interpretations as recently as July 9, 2026. Most guidance circulating online still describes the pre-amendment regime. This guide reflects the current rules.

It covers both sides of the transaction: investors and institutions deciding which schedule to file and when, and issuers navigating a proxy season where the familiar February 14 annual 13G amendments no longer exist.

Key takeaway: The 2023 amendments shortened every major deadline, moved 13G amendments from annual to quarterly, and added a two-business-day hard deadline for 13D amendments. If your compliance calendar still says "10 days" or "promptly," it is out of date.

What Is the Difference Between Schedule 13D and Schedule 13G?

Schedule 13D is the long-form beneficial ownership report; Schedule 13G is the short-form available to investors without a control purpose. Both are triggered when any person or group acquires beneficial ownership of more than 5% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934. The choice between them turns almost entirely on intent and filer type.

Schedule 13D applies to investors who have acquired securities with the purpose or effect of changing or influencing control of the issuer, and to any investor who does not qualify for the 13G exemptions. It requires detailed disclosure of plans and proposals regarding the issuer, source of funds, and any arrangements with other persons.

Schedule 13G is a shorter disclosure available to three categories of filers under Rule 13d-1:

• Qualified Institutional Investors (QIIs) under Rule 13d-1(b): registered broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, ERISA plans, parent holding companies (subject to a 1% direct-ownership cap), savings associations, church plans, and non-U.S. functional equivalents.
• Exempt Investors under Rule 13d-1(d): persons who held the securities before the class was registered under Section 12 and have not acquired more than 2% in the preceding 12 months since registration.
• Passive Investors under Rule 13d-1(c): any person who holds less than 20% of the class and certifies that the securities were not acquired with a control purpose.

One structural trap worth flagging: a limited partnership cannot file on Schedule 13G simply because its general partner is a QII. The partnership itself must qualify as one of the persons listed in Rule 13d-1(b)(1)(ii). This catches fund vehicles regularly, per SEC telephone interpretations.

How Is the 5% Beneficial Ownership Threshold Calculated?

Beneficial ownership means having voting power or investment power over the securities, not just record title. A person is a beneficial owner of any security over which they have, directly or indirectly, sole or shared voting power or sole or shared investment power.

A few calculation points that trip people up:

• Treasury shares are excluded. Shares repurchased by an issuer do not count as outstanding, even if not retired or accounted for as treasury stock. Section 13(d)(4) excludes shares "held by or for the account of the issuer or a subsidiary." (SEC CFIs, July 9, 2026)
• ADRs are not a separate class. If you own more than 5% of outstanding ADRs but those ADRs represent 5% or less of the underlying Section 12-registered equity class, no filing is required. The reporting obligation is determined by ownership of the deposited securities class, not the ADR wrapper. (SEC CFIs, July 9, 2026)
• Options and warrants count. Securities that give the holder the right to acquire beneficial ownership within 60 days are included in the calculation under Rule 13d-3(d)(1).
• Cash-settled derivatives: a disclosure obligation, not always a threshold issue. The 2023 amendments clarified that Item 6 of Schedule 13D requires disclosure of interests in all derivative securities, including cash-settled instruments such as total return swaps and contracts for difference, that use the issuer's equity as a reference security. Whether such instruments also constitute beneficial ownership depends on a facts-and-circumstances analysis under Rule 13d-3, consistent with guidance the SEC provided on security-based swaps in 2011. (SEC Fact Sheet, October 2023)
• Stock-for-stock mergers. A target shareholder who receives more than 5% of the acquiring company's Section 12-registered equity in a registered exchange offer cannot rely on the Section 13(d)(6)(A) exemption. That exemption covers only the issuer's own acquisition in such a transaction. (SEC CFIs, July 9, 2026)

Schedule 13D and 13G Filing Deadlines: Current Rules (Post-2023 Amendments)

The 2023 amendments, fully effective as of September 30, 2024, shortened every major deadline. As SEC Chair Gary Gensler noted at adoption: "These deadlines from half a century ago feel antiquated. In our fast-paced markets, it shouldn't take 10 days for the public to learn about an attempt to change or influence control of a public company." The original 13D deadlines dated to 1968; the 13G deadlines to 1977.

The table below shows the current deadlines by filer type, with the prior rules for reference.

Sources: SEC Press Release, October 10, 2023; KPMG Regulatory Alert, 2023

One practical note on the EDGAR cut-off: the filing window for Schedules 13D and 13G was extended from 5:30 p.m. to 10:00 p.m. Eastern time under the 2023 amendments, giving filers more of the business day to complete submissions. (SEC Fact Sheet, October 2023)

When Must You Amend Schedule 13D or 13G?

Schedule 13D Amendments

Any material change in the facts set forth in the previous Schedule 13D requires an amendment within two business days. The word "promptly" that appeared in pre-amendment guidance is gone. The July 11, 2025 CDI updates formally deleted all references to "prompt" timing for 13D amendments, confirming the two-business-day hard deadline as the operative standard. (Mayer Brown, July 2025)

Rule 13d-2(a) treats an acquisition or disposition of 1% or more of the covered class as a per se material change. Changes below 1% may still be material depending on the facts.

Schedule 13G Amendments

The shift from annual to quarterly amendments is the most operationally significant change for institutional investors. Before September 30, 2024, a 13G filer amended once a year, within 45 days of December 31. Now, amendments are due within 45 days after the end of any calendar quarter in which a material change occurred.

The practical amendment calendar for 13G filers now looks like this:

Note that February 14 still exists as a deadline, but only for Q4 material changes, not as the catch-all annual update it once was.

The catch: the SEC has not expressly defined what constitutes a "material" change for 13G quarterly amendments. The SEC has pointed to the "reasonable investor" test and Rule 13d-2(a) as instructive, with the 1% acquisition or disposition threshold serving as a useful analogy, but it is not a formal bright line for 13G purposes. As TheCorporateCounsel.net noted in March 2025: "While the SEC hasn't expressly defined what constitutes a 'material' change, it has pointed to the 'reasonable investor' test and Rule 13d-2(a) as instructive." This ambiguity is a live compliance risk that practitioners are actively navigating.

How to Determine Which Schedule to File: A Decision Framework

Work through these questions in order:

1. Do you beneficially own more than 5% of a Section 12-registered equity class? If no, no filing is required. If yes, continue.
2. Did you acquire the securities with a purpose or effect of changing or influencing control? If yes, file Schedule 13D within five business days.
3. Are you a QII under Rule 13d-1(b)? If yes, and you hold in the ordinary course without a control purpose, you may file Schedule 13G (initial filing due 45 days after calendar quarter-end, or five business days after month-end if you cross 10%).
4. Did you hold the securities before the class was registered under Section 12, and have you acquired no more than 2% in the 12 months since registration? If yes, you qualify as an Exempt Investor and may file Schedule 13G within 45 days after the calendar quarter-end in which the class was registered.
5. Do you hold less than 20% and have no control purpose? If yes, you may file as a Passive Investor on Schedule 13G within five business days of crossing 5%.
6. If none of the above apply, file Schedule 13D.

Key takeaway: The 20% ceiling is a hard limit for Passive Investor eligibility. Cross it, and you must switch to Schedule 13D within five business days, regardless of intent.

When Does a Group Form, and What Does It Trigger?

Group formation is one of the most consequential and least understood aspects of the 13D/13G regime. Under Sections 13(d)(3) and 13(g)(3), two or more persons acting together for the purpose of acquiring, holding, or disposing of securities constitute a group, and the group's aggregate holdings are counted for the 5% threshold.

The 2023 adopting release confirmed that group formation does not require an express agreement. Concerted actions are sufficient: "The determination of whether two or more persons are acting as a group does not depend solely on the presence of an express agreement and that, depending on the particular facts and circumstances, concerted actions by two or more persons for the purpose of acquiring, holding, or disposing of securities of an issuer are sufficient to constitute the formation of a group."

For activist investors, ESG engagement teams, and institutional investors coordinating on shareholder proposals, this matters practically:

• Coordinated voting campaigns or joint engagement letters can constitute group formation.
• If the group's aggregate holdings exceed 5%, a joint filing obligation arises.
• If any group member has a control purpose, the entire group must file on Schedule 13D, not 13G.
• Adding a new member who beneficially owns 2% or more to an existing group that was filing on Schedule 13G triggers a mandatory switch to Schedule 13D for the entire group and all its members. (SEC CFIs, July 9, 2026)

Structured Data: What Changed on December 18, 2024

All Schedule 13D and 13G filings must now be submitted using a structured, machine-readable XML-based data language. This requirement became mandatory on December 18, 2024. Voluntary compliance was permitted from December 18, 2023. (KPMG Regulatory Alert, 2023)

In practice, this means filers can no longer submit plain-text or unstructured HTML filings for quantitative disclosures, textual narratives, and identification checkboxes on Schedules 13D and 13G. EDGAR filing agents and in-house teams should confirm their submission workflows are XML-compliant. If your process has not been updated since late 2024, it needs to be reviewed now.

The Issuer-Side Problem: Proxy Tables Without Annual 13G Amendments

This is the gap almost no competing content addresses, and it is a real operational problem for IR and legal teams preparing proxy statements in 2025 and 2026.

Historically, companies building their Item 403 of Regulation S-K beneficial ownership table for the proxy statement could rely on the February 14 annual 13G amendment filings. Every major institutional holder would update by that date, giving issuers a clean, current snapshot of the shareholder register.

That annual cycle no longer exists. Under the 2023 amendments, 13G filers only amend when a material change occurs in a given quarter. Many institutional holders with stable positions have not filed a 13G amendment since the old annual cycle ended. As TheCorporateCounsel.net observed in March 2025, companies are now relying on the last filed Schedule 13D or 13G, with footnotes disclosing the date of that source report, even when the filing is months or years old.

The legal framework governing issuer reliance is Instruction 3 to Item 403 of Regulation S-K:

"The registrant shall be deemed to know the contents of any statements filed with the Commission pursuant to section 13(d) or 13(g) of the Exchange Act. When applicable, a registrant may rely upon information set forth in such statements unless the registrant knows or has reason to believe that such information is not complete or accurate or that a statement or amendment should have been filed and was not."

The key phrase is "knows or has reason to believe." If an issuer has actual knowledge that a 13G filing is stale or that a 5% holder has not filed when they should have, the issuer has an independent obligation to update or disclose that uncertainty. Relying on a two-year-old 13G filing without a footnote explaining its age is not a safe harbor.

Two additional points for issuers:

• Form 13F does not substitute for Schedule 13D or 13G. Investment managers subject to Form 13F reporting based on "investment discretion" may also have independent 13D/13G obligations if their interest constitutes beneficial ownership. The SEC staff confirmed in Regulation S-K CDI Question 229.02 that "investment discretion" and "beneficial ownership" are not the same concept. Issuers cannot rely exclusively on 13F filings to populate their Item 403 table.
• Know your 5% holders independently. If an issuer has knowledge of a 5% beneficial owner who has not filed, reliance on the absence of a filing is not permissible.

What Happens If You Lose Schedule 13G Eligibility?

If a 13G filer develops a control intent, exceeds the 20% ceiling as a Passive Investor, or otherwise loses eligibility, they must switch to Schedule 13D within five business days. Under Rules 13d-1(e), (f), and (g), the initial 13D filing in this circumstance is due within five business days of the triggering event. (KPMG Regulatory Alert, 2023)

This is a common trap for activist investors who begin as passive holders and gradually develop a more active agenda. The moment the investment thesis shifts toward influencing management, board composition, or strategic direction, the clock starts on a 13D obligation.

Form 10 Registrations and the Exempt Investor Path

When a company's Form 10 becomes effective and a shareholder already owns more than 5%, the shareholder has not "acquired" a Section 12 security in the statutory sense. That shareholder may file on Schedule 13G as an Exempt Investor under Rule 13d-1(d), without certifying that shares were acquired without a control purpose. The Schedule 13G is due within 45 days after the end of the calendar quarter in which the class was registered. (SEC CFIs, July 9, 2026)

If that same shareholder subsequently acquires additional securities and those acquisitions aggregate to more than 2% of the class in the preceding 12 months, the exemption is lost and a Schedule 13D is required. The 12-month lookback can reach back into the period when the company was still private.

For companies going through the IPO process, the IPO Preparation SEC Filing Checklist covers the broader set of Section 12 registration obligations that trigger these beneficial ownership reporting requirements.

FAQ

Who needs to file Schedule 13D? Any person or group that acquires beneficial ownership of more than 5% of a Section 12-registered equity class and either has a control purpose or does not qualify as a QII, Exempt Investor, or Passive Investor. The initial filing is due within five business days of crossing the threshold.

Who needs to file Schedule 13G? Qualified Institutional Investors holding in the ordinary course without a control purpose, Exempt Investors who held securities before Section 12 registration, and Passive Investors holding less than 20% without a control purpose. Each category has different initial filing deadlines.

Is a 13G filing good or bad? Neither, in isolation. A 13G signals that the filer is a passive or institutional holder without a control agenda, which many issuers find less disruptive than a 13D. A switch from 13G to 13D, however, signals a change in intent and often precedes activist activity, which is why issuers monitor these filings closely.

What changed in the 2023 SEC amendments? Five things: (1) shorter initial filing deadlines across the board; (2) 13D amendments now due in two business days instead of "promptly"; (3) 13G amendments moved from annual to quarterly for material changes; (4) structured XML data required for all filings (mandatory since December 18, 2024); (5) EDGAR cut-off extended to 10 p.m. Eastern time.

Do cash-settled derivatives count toward the 5% threshold? Not automatically. Whether a cash-settled derivative such as a total return swap constitutes beneficial ownership depends on a facts-and-circumstances analysis under Rule 13d-3. What is clear is that all such instruments must be disclosed in Item 6 of Schedule 13D if they use the issuer's equity as a reference security.

What are the penalties for late or missed filings? The SEC can bring enforcement actions for violations of Sections 13(d) and 13(g), including civil penalties. Late filers also face reputational risk and potential litigation from issuers and other shareholders. In the activist context, a failure to timely file a 13D can undermine the credibility of an engagement campaign and draw SEC scrutiny to the entire position-building strategy.

Can an issuer rely on a stale 13G filing for its proxy table? Yes, with caveats. Instruction 3 to Item 403 of Regulation S-K permits reliance on filed 13D/13G statements unless the issuer "knows or has reason to believe" the information is incomplete, inaccurate, or that a filing should have been made and was not. Issuers should footnote the date of the source filing and conduct independent verification where they have reason to doubt the accuracy of the filed data.