Schedule 13G/A filed reporting that First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation jointly hold 2,831,605 shares of the class FT Vest U.S. Equity Deep Buffer ETF - October, representing 39.46% of the class. The filing shows shared voting and dispositive power over those shares (2,831,605). The filing explains these shares are held in unit investment trusts and other vehicles for which the reporting persons serve as sponsor, portfolio supervisor or investment adviser, and that the reporting persons disclaim beneficial ownership of the shares held by those trusts. The statement is signed by James M. Dykas on behalf of each reporting person
Positive
Material disclosure of stake: The filing clearly reports an aggregate holding of 2,831,605 shares (39.46%).
Transparency on structure: The filing explains the shares are held within unit investment trusts and related vehicles and describes voting arrangements.
Negative
None.
Insights
TL;DR: Joint filing discloses a large, concentrated position of 39.46% held across affiliated First Trust entities; ownership appears administrative.
The Schedule 13G/A reports an aggregate holding of 2,831,605 shares (39.46%) in FT Vest U.S. Equity Deep Buffer ETF - October. The ownership is shown as shared voting and dispositive power held by First Trust Advisors L.P. and related entities. The filing emphasizes that many shares are held in unit investment trusts sponsored by First Trust Portfolios L.P., and the reporting parties disclaim beneficial ownership of shares held by those trusts. For investors, this is a material disclosure of concentration but the documentation frames the position as arising from fund and trust structures rather than an active control intent.
TL;DR: Significant aggregated position disclosed, but reporting parties disclaim beneficial ownership and indicate trustee voting procedures.
The filing clarifies governance mechanics: the trustee of the unit investment trusts votes shares to mirror ordinary shareholder proportions and First Trust Portfolios L.P. may enter agreements under applicable trust terms to vote in unit holders' best interests. The filing includes standard certifications and a joint filing agreement
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 19)
First Trust Exchange-Traded Fund VIII
(Name of Issuer)
FT Vest U.S. Equity Deep Buffer ETF - October
(Title of Class of Securities)
33740F672
(CUSIP Number)
08/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
33740F672
1
Names of Reporting Persons
First Trust Portfolios L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
39.46 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
33740F672
1
Names of Reporting Persons
First Trust Advisors L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,831,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,831,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
39.46 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
33740F672
1
Names of Reporting Persons
The Charger Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,831,605.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,831,605.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,605.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
39.46 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
First Trust Exchange-Traded Fund VIII
(b)
Address of issuer's principal executive offices:
Attn: Legal Department, First Trust Portfolios , 120 E. Liberty Drive, Suite 400, Wheaton, IL 60187, USA
Item 2.
(a)
Name of person filing:
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
(b)
Address or principal business office or, if none, residence:
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
(c)
Citizenship:
Illinois, USA
(d)
Title of class of securities:
FT Vest U.S. Equity Deep Buffer ETF - October
(e)
CUSIP No.:
33740F672
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,831,605
(b)
Percent of class:
39.46 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,831,605
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,831,605
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G filing is jointly filed by The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P. pursuant to Rule 13d-1(k)(1). The Charger Corporation is the General Partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares of the issuer. The total number of shares of the issuer held by these unit investment trusts is set forth in Row (8) above with respect to First Trust Portfolios L.P. No individual unit investment trust sponsored by First Trust Portfolios L.P. holds more than 3% of any registered investment company issuer's shares. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold shares of the issuer. Neither First Trust Portfolios L.P., First Trust Advisors L.P. nor The Charger Corporation have the power to vote the shares of the issuer held by these unit investment trusts sponsored by First Trust Portfolios L.P. These shares are voted by the trustee of such unit investment trusts so as to insure that the shares are ordinarily voted as closely as possible in the same manner and in the same general proportion as are the shares held by owners other than such unit investment trusts. Subject to the requirements of Rule 12d1-4 under the Investment Company Act of 1940 and as further explained in the Standard Terms and Conditions of Trust and related Trust Agreements of the unit investment trusts, First Trust Portfolios L.P., on behalf of the unit investment trusts, may enter into an agreement with a deposited fund which may permit the shares of such fund to be voted in the best interest of unit holders at the discretion of First Trust Portfolios L.P. The difference, if any, between the aggregate amount of shares beneficially owned by each reporting person, as set forth in Row (9) above, and the number of shares of the issuer held by the unit investment trusts sponsored by First Trust Portfolios L.P. represents shares of the issuer which are either held in other registered investment companies, pooled investment vehicles and/or separately managed accounts for which First Trust Advisors L.P. serves as investment advisor and/or investment sub-advisor. Each of First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation disclaims beneficial ownership of the shares of the issuer identified in this filing.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 6.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
First Trust Portfolios L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
09/08/2025
First Trust Advisors L.P.
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer
Date:
09/08/2025
The Charger Corporation
Signature:
/s/ James M. Dykas
Name/Title:
James M. Dykas, Chief Financial Officer and Treasurer
Date:
09/08/2025
Exhibit Information
Please see Exhibit 99.1 for Joint Filing Agreement
What stake do First Trust entities report in the FT Vest U.S. Equity Deep Buffer ETF (symbol UCON)?
The filing reports an aggregate holding of 2,831,605 shares, representing 39.46% of the class.
Who are the reporting persons in this Schedule 13G/A?
The reporting persons are First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation.
Do the reporting persons claim sole voting or dispositive power over the shares?
No. The filing shows 0 sole voting power and 2,831,605 shared voting power and shared dispositive power.
Are these shares held directly or within funds/trusts?
The filing states the shares are held by unit investment trusts, other registered investment companies, pooled vehicles and/or separately managed accounts sponsored or advised by the reporting persons.
Does the filing indicate an intent to change or influence control of the issuer?
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
