13F vs 13D: What's the Difference?
Both are SEC filings that disclose stock ownership, but they serve different purposes, have different triggers, and reveal different information.
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| Feature | Form 13F | Schedule 13D/13G |
|---|---|---|
| Who files | Institutional managers with >$100M AUM | Anyone who acquires >5% of a company |
| What it covers | All long US equity positions | Single company, 5%+ ownership stake |
| Frequency | Quarterly (every 45 days) | Within 10 days of crossing 5%, then promptly on material changes |
| Disclosure depth | Shares, value, voting, per position | Shares, purpose, source of funds, plans for the company |
| Intent disclosure | No, just holdings | Yes, must state if activist (seeking board seats, M&A, etc.) |
| Short positions | Not disclosed | Not disclosed |
| Typical filers | Hedge funds, mutual funds, pensions | Activist investors, acquirers, founding families |
| Example | Berkshire Hathaway 13F | Carl Icahn 13D on Illumina |
When Does Each Filing Matter?
13F: Portfolio-Level Insights
Use 13F data to understand the full portfolio of an institutional investor. It answers: what stocks do they hold, how concentrated are they, and what changed this quarter? Track13F focuses on this data across thousands of filers.
13D: Activist & Ownership Events
13D filings signal a significant ownership event: someone just acquired a large stake and may want to change how the company operates. These filings often move stock prices because they imply potential corporate actions (board fights, spin-offs, buyouts).
13G: Passive Large Stakes
Schedule 13G is the "passive" version of 13D. Filed by investors who hold over 5% but have no activist intent, for example index funds that mechanically hold large stakes. If a 13G filer later turns activist, they must convert to a 13D within 10 days.
How They Work Together
A fund like Berkshire Hathaway files a 13F every quarter showing its entire portfolio. But for individual positions where it owns more than 5% of the company (e.g., Apple, Bank of America, Occidental), it also files 13G (passive) or 13D (active) disclosures. The 13D/G provides more detail on those specific positions than the 13F does.
Related guides
13F vs 13D FAQ
Common questions about these SEC filings.
Can a fund file both 13F and 13D?
Yes, many funds file both. A 13F reports all their holdings quarterly, while a 13D is triggered when they cross the 5% ownership threshold in a specific company. Berkshire Hathaway, for example, files 13F for its full portfolio and 13D/G for large positions like Apple and Bank of America.
What triggers a 13D amendment?
A 13D/A (amendment) must be filed promptly whenever there is a material change, typically defined as a 1% or greater change in ownership percentage, a change in investment intent, or any new material agreements with the company.
Is 13G the same as 13D?
Schedule 13G is a shorter version of 13D available to passive investors who hold more than 5% but do not intend to influence or control the company. If the investor becomes activist, they must switch to a full 13D filing within 10 days.