Definition
The record holder is the party listed on the company’s share register (maintained by the transfer agent) as the legal owner of the shares. For most public-company shares held in street name, the record holder is Cede & Co. — the nominee for the Depository Trust Company (DTC).
Why it matters
Tender offers are formally addressed to record holders. The depositary receives tendered shares from record holders (usually DTC). Beneficial owners’ instructions flow up the chain — broker to DTC to depositary.
Distinction
- Record holder — legal owner on the company books
- Beneficial owner — economic owner with voting / disposition rights
For directly-registered holders (those who hold share certificates directly or through DRS), the record holder and beneficial owner are the same person.