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Reading large shareholding (5%) reports

Anyone holding more than 5% of a listed Japanese company must file a large shareholding report. This guide explains the types of report, how to read them, how they differ from the annual report's major shareholder table, and how to track holding changes with ZENITH Code.

eventExample values are taken from API responses as of October 23, 2026. Financial and dividend data are refreshed daily, keyed to 16:30 (TDnet) and 19:00 (EDINET), Japan time.

What you will learn

  • check_circleA large shareholding report is filed when a holding first exceeds 5%; a change report when it moves by 1 percentage point or more, among other triggers.
  • check_circleThe annual report's shareholder table shows the year-end picture once a year. Reports show each change as it is filed.
  • check_circlelarge-holding-reports includes every filing, including those by unlisted filers such as asset managers, for the EDINET public inspection period (from mid-October 2021, about five years); coverage reads all.

What the 5% rule is

Anyone who comes to hold more than 5% of a listed company's shares must file a large shareholding report on EDINET within five business days. It is required by the Financial Instruments and Exchange Act and known as the 5% rule.

The rule tells the market quickly about holders large enough to influence control or management. Activist stakes, accumulation by companies and unwinding of cross-shareholdings all show up in these reports.

Types of report

There are three types. In ZENITH Code, the document type code and reportKind tell them apart.

TypeWhen it is filedZENITH Code fields
Large shareholding reportWhen a holding first exceeds 5%docTypeCode = 350, reportKind = initial
Change reportWhen the holding moves by 1 percentage point or more, or key contracts changedocTypeCode = 350, reportKind = change, reportNumber = sequence
AmendmentTo correct a filed reportdocTypeCode = 360, isCorrection = true

Special reporting by institutional investors has isSpecialException set to true; reports of short-term large transfers have isShortTermTransfer set to true.

Joint holders

Joint holders are, for example, parties who have agreed with the filer to exercise shareholder rights together. The 5% test combines the filer and joint holders.

In ZENITH Code responses, holdingRatio is the combined ratio and holders the breakdown. Each holder row has a role (filer or joint), purpose of holding, shares and holding ratio.

How ZENITH Code handles them

  • One row per filing, with filer, issuer, filing date, date the reporting obligation arose (obligationDate) and reason for change.
  • Amendments are collapsed to the latest version of each filing set (filer, issuer and cover filing date), so the same report is never counted twice.
  • Holding ratios are 0–1 decimals (0.0913 = 9.13%). The previous report's ratio (holdingRatioPrev) and the difference (holdingRatioChange) are included.
  • Filter by the issuer's securities code (symbol), the filer's EDINET code (holder) or a filing date range (from, to).
  1. 01

    Holding exceeds 5%

    Combined with joint holders

  2. 02

    Large shareholding report

    Filed on EDINET within 5 business days

  3. 03

    Change reports

    On moves of 1 point or more, or key contract changes

  4. 04

    Amendments (if any)

    ZENITH Code returns only the latest version per filing set

How reports flow. The annual report's shareholder table is separate: a once-a-year, year-end picture.

Reports vs the annual report's shareholder table

In short, use reports to see what is moving now and the annual report's table to see who held shares at year end. The three endpoints have different roles.

EndpointSource documentFrequency and timingRatio unit
large-holding-reportsLarge shareholding and change reportsEvery filing0–1 decimal
large-holdersReference table based on large shareholding reports, attached to the annual report's shareholder sectionYearly (latest annual report)% (e.g. 9.15)
major-shareholdersMajor shareholders section of the annual report (top 10)Yearly (period end)% (e.g. 9.15)

When the annual report's table lists a group as one row, such as "X and N joint holders", large-holders returns it as one row. Use large-holding-reports for the per-holder breakdown. Thousand-share figures are converted to shares.

Example: Toyota Motor (7203)

Among reports on Toyota, Toyota Industries filed a change report (its 7th, a short-term large transfer) on May 27, 2026. The reporting obligation arose on May 25.

The combined holding fell from 9.13% to 1.59%, down 7.54 percentage points. Toyota Industries held 0.01% and co-filer Toyota Fudosan 1.58%.

Meanwhile, the shareholder table in the annual report for the fiscal year ended March 2026 (filed June 10, 2026) shows Toyota Industries second at 9.15%. That table reflects the end of March, so later changes must be tracked through reports.

FiledTypeRatio (now)Ratio (previous)Change
2026-05-08Change report (6th)9.13%7.55%+1.58 pts
2026-05-27Change report (7th, short-term large transfer)1.59%9.13%−7.54 pts

Filer: Toyota Industries Corporation (combined with co-filers). Source: /stable/large-holding-reports?symbol=7203 and /stable/major-shareholders?symbol=7203 as of October 23, 2026.

Example
curl -sG "https://api.zenithcode.net/stable/large-holding-reports" \
  --data-urlencode "symbol=7203" \
  --data-urlencode "limit=5" \
  -H "x-api-key: YOUR_API_KEY"

Coverage notes

large-holding-reports includes filings by all filers, listed or not, for the EDINET public inspection period (from mid-October 2021, about five years). As of October 20, 2026 it holds 74,040 filings and about 157,000 holder rows. Older filings are not available because EDINET does not return them.

Every row's coverage reads all. If loading ever falls behind it changes to listed-filers-only, so check coverage before counting past filings or asset-manager activity.

warning

The period is limited to the EDINET public inspection period (about five years). Large-shareholding activity before October 2021 cannot be traced with this API.

Caveats

  • Ownership ratios are 0–1 decimals in large-holding-reports, large-holders and major-shareholders alike (0.0913 = 9.13%).
  • In large-holders, the ratio is null when the table has no ratio column or the filer's figure exceeds 100% due to a filing error.
  • Filer names can be spelled differently across filings. To follow one filer, filter by EDINET code (holder) rather than name.
  • Without a symbol or holder, the filing date range is limited to 93 days.

FAQ

For investors and developers

Why do the annual report's table and the reports show different ratios?
They describe different points in time. The annual report's table is the year-end picture once a year; reports capture each change as filed. If shares changed hands after year end, the report is more current.
How do I follow a particular investor's accumulation?
Filter large-holding-reports by the filer's EDINET code (holder). To start from a name, shareholder-search finds candidates in annual report shareholder tables.
How far back do the filings go?
All filings, including those by unlisted filers such as asset managers, from mid-October 2021 (the EDINET public inspection period of about five years). Older filings are not available because EDINET does not return them.

For AI builders and researchers

Which fields should an AI use to explain a change in holdings?
Use holdingRatio (now), holdingRatioPrev (previous) and holdingRatioChange (difference), all 0–1 decimals. The reason is in changeReason; dates are obligationDate and filingDate.
Are old versions returned when an amendment is filed?
No. Only the latest version of each filing set is returned. Rows with isCorrection set to true are the latest, amended version.
How do I know whether an aggregate is complete?
Check coverage on each row. all means filings from all filers are included; if it reads listed-filers-only, historical filings are limited to listed filers. Also note the period starts in mid-October 2021.
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Disclaimer

This guide explains how the data works and how to use the API. It does not recommend buying or selling any security and is not investment advice. Example values reflect responses at the time of writing and may change with later filings or corrections. Investment decisions are your own responsibility.