Schedule 13G Explained: Who Can File It and the 2024 Deadlines

A Schedule 13G is the short-form disclosure a 5% owner files with the SEC instead of the longer Schedule 13D, available only to investors who are not trying to influence or control the company they hold. It names the holder and the size of the stake, but skips the intent and funding-source disclosures a 13D requires, and since 2024 it runs on a faster, quarter-based filing clock than it used to.

This guide covers who qualifies to file a Schedule 13G instead of a 13D, what the schedule contains, the deadlines as they stand today, and how to pull 13G filings as structured data instead of reading them one at a time on EDGAR.

Who can file a Schedule 13G?

Section 13(g) of the Securities Exchange Act of 1934 lets a holder who crosses more than 5% beneficial ownership of a registered voting class file the shorter Schedule 13G, but only if they fall into one of three categories under Rule 13d-1:

• Qualified institutional investors (Rule 13d-1(b)): banks, broker-dealers, insurance companies, registered investment advisers, employee benefit plans and a short list of other regulated entities, provided the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing control of the issuer.
• Passive investors (Rule 13d-1(c)): any holder below 20% of the class who has no intent to change or influence control, regardless of whether they are an institution.
• Exempt investors (Rule 13d-1(d)): holders who crossed 5% before the issuer's class was registered under the Exchange Act, or in certain other narrow pre-registration situations.

A holder who does not fit one of these three categories, or who stops qualifying (for example, a passive investor who starts pushing for board seats), has to file the longer Schedule 13D instead. Schedule 13D vs 13G covers that distinction and the "promptly" switch requirement in more detail. Beneficial ownership explains how the underlying 5% test is calculated under Rule 13d-3, which applies the same way to both schedules.

What is in a Schedule 13G?

Schedule 13G is shorter than Schedule 13D because it assumes a passive relationship with the issuer. The cover page identifies which of the three filer categories applies, and the body covers:

When is a Schedule 13G due?

The SEC's 2023 amendments to Regulation 13D-G (Release No. 33-11253), the same release that accelerated Schedule 13D's deadlines, also rebuilt the Schedule 13G timeline around calendar quarters instead of calendar years. Compliance with the new Schedule 13G deadlines was required starting September 30, 2024.

The SEC did not add a bright-line test for what counts as a "material change" for the quarterly amendment clock; filers still have to apply the ordinary securities-law definition of materiality to decide whether a quarter's changes trigger an amendment, separate from the fixed ownership-percentage triggers above.

The same 2023 release moved Schedule 13D and 13G filings to required structured XML, the Schedule 13D & 13G XML technical specification, effective December 18, 2024. Before that date filers could submit a 13G as plain text or HTML; since then, every item other than exhibits has to be tagged data, which is what lets SecFeed and similar tools parse ownership percentages and voting power without reading the document by hand. The release also moved the EDGAR filing cutoff for Schedules 13D and 13G from 5:30 p.m. to 10:00 p.m. Eastern, giving filers a later window to meet a same-day deadline.

Schedule 13G vs 13D at filing time

A 13G filer that loses eligibility for passive treatment, for example by sending a letter pushing the board toward a sale, has to switch over to Schedule 13D. Schedule 13D Explained walks through that schedule's own 2024 deadline changes (5 business days initial, 2 business days for amendments) so you can compare both filing clocks side by side when a position's status changes. If you are tracking an issuer's 5% holders generally rather than one filer's history, 13F filing deadlines covers the separate, slower clock that applies to institutional holdings reports, which is a different filing from either 13D or 13G.

Working with Schedule 13G data in code

SecFeed parses every Schedule 13D and 13G filing into structured rows, including the Rule 13d-1 filer category, voting and dispositive power, and percent of class, so you can query passive 5% positions without opening the XML yourself. For example, to find Schedule 13G filings (not the activist 13D) where a filer reports at least 10% of a class:

curl "https://secfeedapi.com/v1/form-13d-13g?formType=SCHEDULE%2013G&flat.maxPercentOfClass__gte=10&size=10" \
  -H "Authorization: Bearer YOUR_API_KEY"

Each row includes the issuer, the filer, and the ownership figures from Item 4:

{
  "formType": "SCHEDULE 13G",
  "issuerCik": "0000320193",
  "issuerName": "EXAMPLE ISSUER INC",
  "filerName": "EXAMPLE ASSET MANAGEMENT LP",
  "maxPercentOfClass": 11.8,
  "sharesSoleVotingPower": 9200000,
  "sharesSharedVotingPower": 0,
  "filedAt": "2026-08-14"
}

In Python, with the SecFeed SDK:

from secfeed import Client

sf = Client("YOUR_API_KEY")
rows = sf.form_13d_13g(cik="320193", form_type="SCHEDULE 13G")
for r in rows:
    print(r["filerName"], r["maxPercentOfClass"], r["filedAt"])

The full set of fields for both schedules, including the filer category and the cover page detail, is documented on the Schedule 13D and 13G dataset page and the Schedule 13D and 13G API product page. If you would rather script the raw EDGAR filings yourself before reaching for an API, downloading SEC filings with Python covers the fair-access rules that apply either way.

Frequently asked questions

What is a Schedule 13G filing?

It is a disclosure required under Section 13(g) of the Securities Exchange Act of 1934 from a holder who beneficially owns more than 5% of a company's registered voting class but qualifies as a qualified institutional investor, a passive investor, or an exempt investor under Rule 13d-1, rather than someone seeking to influence or control the issuer.

Who has to file a Schedule 13G instead of a Schedule 13D?

Three categories qualify: qualified institutional investors acquiring shares in the ordinary course of business (Rule 13d-1(b)), passive investors holding under 20% with no intent to influence control (Rule 13d-1(c)), and exempt investors who crossed 5% before the issuer's class was registered (Rule 13d-1(d)). Anyone outside those categories files Schedule 13D.

How long do you have to file a Schedule 13G?

Since September 30, 2024, a qualified institutional investor or exempt investor has 45 days after the calendar quarter end in which they cross 5% to file an initial Schedule 13G, replacing the old 45-days-after-calendar-year-end rule. A passive investor has 5 business days after crossing 5%, down from 10 days.

When does a Schedule 13G need to be amended?

The general rule is 45 days after the calendar quarter end in which a material change occurred, with faster, ownership-triggered deadlines layered on top: a qualified institutional investor must amend within 5 business days, and a passive investor within 2 business days, of exceeding 10% of the class or of a 5% or greater increase or decrease in beneficial ownership.

Is Schedule 13G filing data available as structured JSON?

Yes. Since December 18, 2024, every Schedule 13D and 13G has to be filed in a structured XML format under the SEC's technical specification, which tags the ownership percentages, voting power and filer category rather than leaving them as free text. SecFeed parses those fields into JSON rows through the Schedule 13D and 13G API.