Major shareholdings in the EU: the 3% and 5% rule
Once you hold 5% of the voting rights in a company listed on an EU regulated market, you must report it, and again each time you cross a further threshold up or down. The Netherlands and Germany start at 3%, and each country sets a deadline of at most four trading days.
The EU rule
Article 9(1) of the Transparency Directive sets the thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the voting rights. A shareholder reports when its share of the votes reaches, exceeds or falls below one of them. A country may use one third instead of 30% and two thirds instead of 75% (Article 9(3)).
The rule covers more than shares. Under Article 13, a holder of financial instruments that give the right to acquire voting shares, or that have a similar economic effect, reports at the same thresholds.
Who reports, and by when
The shareholder notifies the company without delay, and within four trading days at most after it learns of the purchase or sale (Article 12(2) of the consolidated directive). The company then has three trading days to publish the notification (Article 12(6)).
These are minimum rules. A country may set lower or additional thresholds and stricter deadlines for holders (Article 3), and several do.
The thresholds per country
| Country | Thresholds | Deadline | Report to |
|---|---|---|---|
| Netherlands | 3, 5, 10, 15, 20, 25, 30, 40, 50, 60, 75 and 95% | Without delay | The AFM (public register) |
| Germany | 3, 5, 10, 15, 20, 25, 30, 50 and 75% | Within four trading days | The company and BaFin |
| Belgium | 5% and each step of 5 points above it; the articles of association may add 1, 2, 3, 4 or 7.5% | Within four trading days | The company and the FSMA |
| Sweden | 5, 10, 15, 20, 25, 30, 50, 66⅔ and 90% | By the third trading day | The company and Finansinspektionen |
In Germany the 3% step applies to shares only. For financial instruments the duty starts at 5% (§ 38 WpHG). In the Netherlands the same thresholds apply to gross short positions, which also appear in the AFM register.
How the US differs
In the US the line sits at more than 5% of a class of a company's registered shares. An investor above it files a Schedule 13D within five business days, and an amendment within two business days after a material change, under the rules the SEC adopted in October 2023 (press release 2023-219). Some passive investors may file the shorter Schedule 13G instead, on deadlines that depend on the type of investor.
The US has no fixed steps like 10% or 15%. A 13D holder amends the filing after a material change, and under Rule 13d-2(a) a purchase or sale of 1% or more of the class counts as material. A Form 13F is a different filing: it lists the holdings of a large fund manager each quarter, whatever the size of each stake. More in how to read a 13F filing.
Major holdings and insider trades
A major holding is a different filing from a manager's trade. Under MAR Article 19 the managers of a company and their close associates report each trade, however small their stake. An investor with 3% who is not a manager reports a major holding and no Article 19 trade. Insider reporting in the EU and the US sets out the insider side next to the US rules.
Net short positions follow their own regulation, with their own thresholds, explained in EU short positions.
Holdings and trades on this site
This site does not show the major-holdings registers. Insider Trades lists the Article 19 filings of managers from five EU registers, and Hedge Funds the 13F holdings of large US managers, quarter by quarter. What one of those, Berkshire Hathaway, reported last is in what is Berkshire Hathaway buying?.
Checked against the regulation and the regulator’s own pages on Oct 31, 2026. This guide explains the rules; it is not legal or investment advice.
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