10% owners

The rule at a glance

Crossing 10% of a class of your company's stock makes a holder a Section 16 insider by ownership alone. They file a Form 3 reporting the shares they already hold.

• Banks, insurers, and funds commonly become insiders this way, often at an IPO.
• Form 3 is a snapshot of holdings on the day the holder became an insider, not a purchase record.
• The shares were usually bought before the holder crossed the threshold, so no form reports that purchase.

Why the transactions ledger can be empty

Form 4 and Form 5 report only trades made while the holder is an insider. A holder who simply keeps the stake never files one.

• A stake reported on a Form 3 years ago can sit unchanged with no later form, and that is the expected record.

Where large-holder activity does appear

Holders of more than 5% report their stakes on Schedule 13D or Schedule 13G. Those filings fill the beneficial owners list on the Owners tab, each holder named in title case with the filed name kept on the record.

• A Schedule 13D, or a 13G for a passive investor, is due within five business days after crossing 5%; a qualified institutional investor or exempt investor files its 13G within 45 days after the end of the calendar quarter it crossed in, and a qualified institution above 10% at a month end within five business days after that month end (Rule 13d-1, as amended in 2024). Both are the holder's filings; the calendar row closes when you record them as filed.
• The Owners tab is imported separately, from the most recent schedules filed against your company.
• A stake reported decades ago may not appear there if no recent schedule names it.
• A holder below 5% owes no schedule at all.