If you were alerted yesterday to an off-cycle Schedule 13G Amendment from Vanguard Group, Inc., you weren’t alone. Howard Dicker of Weil Gotshal pointed out to us that as of 6:40 pm ET, Vanguard Group, Inc. had filed about 1,010 Schedule 13G Amendments – here’s the current list of filings by this entity.

The filings largely stem from the realignment at Vanguard that I blogged about last year – I noted at the time that companies may need to make name changes in their beneficial ownership tables when the realignment was finalized. In the amendments, Vanguard Group, Inc. is reporting that it beneficially owns zero shares of the company. The filings state:

On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. In accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment. Further in accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.

Yesterday’s flood of Schedule 13G/As was preceded by initial Schedule 13G filings that started in February 2026 by Vanguard Portfolio Management LLC. These filings actually do show shares owned (not zero), stating:

On January 12, 2026, The Vanguard Group, Inc., the parent entity of Vanguard Portfolio Management LLC, went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. Such services are performed by Vanguard Portfolio Management LLC. In accordance with SEC Release No. 34-39538 (January 12, 1998), Vanguard Portfolio Management LLC anticipates that it and certain other subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership on a disaggregated basis from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

This Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated in the previous paragraph exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates.

What’s with the timing, though? The internal realignment occurred on January 12, 2026. It’s not clear to me what’s driving the “zero” filings by Vanguard Group Inc. – but when it comes to Vanguard Portfolio Management LLC, it might have filed initial Schedule 13Gs in February instead of waiting until after quarter-end because its post-realignment beneficial ownership exceeded 10% for the applicable companies. Rule 13d-1(b)(2) says:

The Schedule 13G filed pursuant to paragraph (b)(1) of this section shall be filed within 45 days after the end of the calendar quarter in which the person became obligated under paragraph (b)(1) of this section to report the person’s beneficial ownership as of the last day of the calendar quarter, provided, that it shall not be necessary to file a Schedule 13G unless the percentage of the class of equity security specified in paragraph (i)(1) of this section beneficially owned as of the end of the calendar quarter is more than five percent; however, if the person’s direct or indirect beneficial ownership exceeds 10 percent of the class of equity securities prior to the end of the calendar quarter, the initial Schedule 13G shall be filed within five business days after the end of the first month in which the person’s direct or indirect beneficial ownership exceeds 10 percent of the class of equity securities, computed as of the last day of the month.

If that hypothesis is correct, you might notice Vanguard Portfolio Management LLC making additional Schedule 13G filings after quarter-end for ownership in companies above 5% but below 10%. Hopefully this background helps anyone who is fielding questions about unexpected filings!

– Liz Dunshee