Corporate Events

Beneficial Ownership Report (13D / 13G)

Schedule 13D / Schedule 13G

A report filed when one investor holds more than 5% of a company's voting shares — 13D if they intend to influence management, 13G if it is purely an investment.

In plain terms

In the U.S., when a person or institution comes to hold more than 5% of a company's voting shares, they must disclose it. It is a rule that keeps anyone from holding a large stake without others knowing.

Even at the same 5%, the filing splits into two. Those who intend to make their voice heard in company management file a 13D, while those simply holding it as an investment file a 13G.

What it tells you

A 13D includes a section describing "why the shares were bought." It sometimes reveals an intent to seek board seats or to propose splitting up the business.

When an investor who had been filing 13G switches to 13D, it means their stance has changed. The reverse also happens, switching from 13D to 13G.

Formula

Holding **more than 5%** of voting shares → filing required
13D = when there is an intent to "exert influence," such as participating in management
13G = purely for investment purposes (qualified institutions and passive investors)

What high or low means

A report is filed again when the stake crosses 5%, or when it changes by a certain amount after crossing. That is why several filings from the same investor can pile up.

Unlike [13F](form-13f), which is filed in batches each quarter, this report is filed when an event occurs. So the time lag is shorter.

Caution

The 5% threshold is based on «voting shares». Non-voting share classes, options, and convertible bonds are counted differently, so the actual economic exposure and the reported stake can differ.

Disclosing a stake is a different matter from that investor being right. After filing a 13D, a proposal may not be accepted, or the stake may be sold back.

Stocklore covers 13F filings, which are reported quarterly. 13D and 13G are not shown here, so please read this as background knowledge.

Metrics to read alongside

10-K / 10-Q (SEC Filings)

Both are filings submitted to the SEC. Separating documents filed by the company (10-K, 10-Q) from those filed by investors (13D, 13G) makes clear «who reports what».

Shares Issued & Shares Outstanding (Shares Outstanding)

The 5% figure is calculated with shares outstanding as the denominator. If shares outstanding change, the ratio changes even while holding the same number of shares.

Guides that cover this term

How to read SEC filings — 10-K, 10-Q, and 8-K

US filings sort into three groups: periodic, current, and situational. What each one contains, when it arrives, and how to read the item numbers on an 8-K.

See it in real stocks

Search US stocks on Stocklore to see Beneficial and other financial metrics alongside the sector benchmark.

NOC Northrop Grumman GE GE Aerospace MRNA Moderna, Inc.NIO NIO Inc.META Meta Platforms, Inc.OXY Occidental Petroleum Search stocks →

Exactly how Stocklore computes this metric (formula, thresholds, SEC source) is on the methodology page.

This explanation is for information and reference only and is not a recommendation to buy or sell any security. Investment decisions and their consequences are your own.