First Trust Exchange-Traded Fund VIII reporting persons First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation jointly disclose ownership of 13,257,344 shares of the class FT Vest U.S. Equity Buffer ETF - March (CUSIP 33740F599), representing 69.23% of the class. The filing states these shares are held across unit investment trusts and other vehicles where First Trust Portfolios L.P. sponsors trusts and First Trust Advisors L.P. serves as portfolio supervisor. The filers disclaim sole beneficial ownership and note that voting is performed by trustees of the unit investment trusts.
Positive
Full disclosure of aggregate holdings: 13,257,344 shares
Clear percentage of class provided: 69.23%
Joint filing and relationship between entities are explained
Negative
None.
Insights
TL;DR: Reporting persons hold a dominant 69.23% stake, disclosed as shared voting/dispositive power across trust vehicles.
The Schedule 13G shows an aggregate position of 13,257,344 shares equaling 69.23% of the ETF class. The reporting group structure indicates holdings are primarily in unit investment trusts sponsored by First Trust Portfolios L.P., with First Trust Advisors L.P. acting as portfolio supervisor. The filing also clarifies that the reporting entities do not exercise sole voting power and disclaim direct beneficial ownership for the trust-held shares, with trustees voting to mirror other shareholders' proportions.
TL;DR: Large disclosed position concentrated in trust vehicles with voting exercised by trustees, reducing direct control claims.
The disclosure of shared voting and dispositive power totaling 69.23% is material because it signals substantial economic exposure to the ETF. However, the detailed statement that trustees of the unit investment trusts vote the shares and the filers disclaim beneficial ownership suggests governance influence may be limited by trust terms and trustee discretion. The joint filing and the General Partner relationship are properly disclosed, which aids transparency for other investors and regulators.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 27)
First Trust Exchange-Traded Fund VIII
(Name of Issuer)
FT Vest U.S. Equity Buffer ETF - March
(Title of Class of Securities)
33740F599
(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.
33740F599
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
13,257,344.00
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)
69.23 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
33740F599
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
13,257,344.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,257,344.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,257,344.00
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)
69.23 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
33740F599
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
13,257,344.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,257,344.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,257,344.00
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)
69.23 %
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 Buffer ETF - March
(e)
CUSIP No.:
33740F599
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:
13,257,344
(b)
Percent of class:
69.23 %
(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:
13,257,344
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
13,257,344
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
Who filed the Schedule 13G for the FT Vest U.S. Equity Buffer ETF - March?
The filing was jointly submitted by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation.
How many shares and what percentage of the class are reported?
The filers report ownership of 13,257,344 shares, representing 69.23% of the class.
Does any filer claim sole voting or dispositive power over the shares?
No filer reports sole voting or dispositive power; the filing shows shared voting and shared dispositive power for the reported amount.
Where are these shares held according to the filing?
The shares are held in unit investment trusts sponsored by First Trust Portfolios L.P. and in other registered investment companies, pooled vehicles and/or separately managed accounts.
Does the filing state whether the filers control how the shares are voted?
The filing states the filers do not have the power to vote the shares held by the unit investment trusts; trustees vote to align with other shareholders' proportions.
