Float vs Shares Outstanding: What Is the Difference?
Float vs shares outstanding explained: how shares outstanding, non-affiliate float and tradeable float differ, where each is disclosed and when each matters.
What does float mean in stocks?
Shares outstanding is every share a company has issued and not repurchased. Float is the smaller subset that can trade: shares outstanding minus shares held by affiliates and, in the tradeable version, minus restricted or locked-up shares. The gap between the two can be tens of percent for the same company.
"Float" is one of the most used and least consistent words in trading, which is why how to find low float stocks starts by asking which float a screen is using. People use it to mean at least three different numbers, and they can differ by tens of percent for the same company on the same day:
- Shares outstanding. Every share the company has issued and not repurchased.
- Non-affiliate float. Shares outstanding minus shares held by affiliates (officers, directors and controlling holders). This is the SEC's public float concept, used for the baby shelf rule.
- Tradeable float. Non-affiliate float minus shares that cannot currently be sold in the market, such as unregistered or locked-up shares. This is closest to what traders mean when they talk about supply.
None of the three is wrong. They answer different questions, and mixing them up produces wrong conclusions about short interest, offering capacity and dilution.
Number 1: shares outstanding
Shares outstanding is the count of shares issued and held by anyone, including insiders. It is stated on the cover page of every 10-Q and 10-K, "as of" a recent date, usually a few days before filing.
It sits inside a hierarchy:
- Authorized shares: the maximum the charter allows the company to issue.
- Issued shares: shares ever issued, including any later repurchased and held in treasury.
- Outstanding shares: issued shares minus treasury shares.
Market capitalisation is shares outstanding times price. Dilution percentages are also usually measured against shares outstanding.
Number 2: non-affiliate float
An affiliate is a person who controls, is controlled by, or is under common control with the company. In practice, companies typically treat executive officers, directors and holders of 10% or more as affiliates when computing this figure. The non-affiliate float excludes their shares.
The SEC uses it in two places that matter here:
- The 10-K cover page states the aggregate market value of common equity held by non-affiliates as of the last business day of the company's most recently completed second fiscal quarter. It decides filer status (for example, whether a company is a smaller reporting company).
- The baby shelf rule caps primary sales off an S-3 at one-third of this float for companies under $75 million, using a price from within 60 days of the sale.
Number 3: tradeable float
Tradeable float tries to measure shares that can actually reach the market today. Starting from non-affiliate float, it removes:
- Unregistered shares held by non-affiliates, such as shares from a PIPE whose resale registration is not yet effective and that are still within the Rule 144 holding period.
- Locked-up shares, held under a lockup agreement from an IPO or offering.
- Sometimes, large strategic holdings that are not affiliates but are not trading either.
There is no SEC definition of tradeable float. Data vendors use different methods, which is why two quote screens can show different floats for the same ticker.
A worked float example
Hypothetical Company X:
| Holder group | Shares |
|---|---|
| Officers and directors | 9,000,000 |
| A 12% holder | 6,000,000 |
| PIPE investors (unregistered, non-affiliates) | 8,000,000 |
| Holders under a 90-day lockup (non-affiliates) | 5,000,000 |
| Everyone else | 22,000,000 |
| Shares outstanding | 50,000,000 |
All figures are hypothetical.
| Measure | Calculation | Shares | Value at $2.00 |
|---|---|---|---|
| Shares outstanding | all holders | 50,000,000 | $100,000,000 |
| Non-affiliate float | 50,000,000 − 9,000,000 − 6,000,000 | 35,000,000 | $70,000,000 |
| Tradeable float | 35,000,000 − 8,000,000 − 5,000,000 | 22,000,000 | $44,000,000 |
Three facts follow from one company:
- Its market capitalisation is $100 million.
- Its public float for baby shelf purposes is $70 million, under the $75 million threshold, so its S-3 primary sales are capped at one-third, about $23.3 million per 12 months.
- Its tradeable supply is 22,000,000 shares, less than half the share count.
How floats change over time
Each number moves for different reasons:
- Offerings increase shares outstanding and, usually, both floats.
- Insider buying and selling shifts shares between affiliate and non-affiliate holders. Officers and directors report trades on a Form 4.
- Resale registrations going effective and Rule 144 holding periods expiring move restricted shares into tradeable float without changing shares outstanding.
- Lockup expirations do the same for locked-up shares.
- Reverse splits shrink all three in the same proportion.
That is why tradeable float can grow sharply on a day when the share count does not change at all.
Which number to use when
| Question | Use |
|---|---|
| Market capitalisation, ownership percentages | Shares outstanding |
| Baby shelf capacity, filer status | Non-affiliate float |
| Short interest as a share of supply, days to cover context | Tradeable float, stating the definition |
| Dilution from an offering | Shares outstanding before and after |
How to check a company on Signal8
- Company pages, for example AAPL, show share count and float data alongside the quote. Check which float definition a figure uses before comparing it to another source.
- The Low Float scanner lists stocks with a float under 10 million shares that are up 5% or more, and the Squeeze scanner uses float and short interest data, which is where the choice of denominator matters most.
- Scanners do not agree on which float they show. Our low-float scanner comparison lists the definition each one documents.
- The Dilution tab, for example AAPL's Dilution tab, is where Signal8 organises filing-derived float and dilution data for covered small-cap issuers.
- Each company has a Float page listing the float, the share count, the source and date of each, and the float history Signal8 has recorded, for example AAPL float. To compare a day's volume with the float, use the float rotation calculator.
FAQ
What is the difference between float and shares outstanding?
Shares outstanding counts every issued share not held in treasury, including insiders' shares. Float removes shares that are not freely available to the public. The SEC's public float removes shares held by affiliates. A tradeable float also removes restricted and locked-up shares. Float is always equal to or smaller than shares outstanding.
Why do different websites show different floats?
Because there is no single definition. Some vendors subtract only insider holdings, some also subtract large institutional or strategic holders, and some try to subtract restricted shares. Update timing differs too, since holdings change with every Form 4, 13D, 13G and offering. Always check which definition a source uses.
Is public float the same as tradeable float?
No. Public float, as the SEC uses it, counts all shares held by non-affiliates, including restricted shares those holders cannot sell yet. Tradeable float tries to exclude those. A company that just completed a large private placement can have a public float far larger than its tradeable float.
Where do I find shares outstanding?
On the cover page of the latest 10-Q or 10-K, stated as of a recent date. Prospectus supplements also state shares outstanding before and after the offering. Because offerings, warrant exercises and conversions add shares between filings, the cover page number can lag the current count.
See it on DilutionScan
Companies DilutionScan covers, with the instruments read from their SEC filings. Open one to see each instrument and the filing it came from.
- GNSGenius Group Limited8 warrant series, 1 convertible, 1 ATM program, 3 shelf registrations and 2 completed offerings on file
- SMXSMX (Security Matters) Public Limited Company Ordinary Shares10 warrant series, 8 convertibles, 2 equity lines, 4 shelf registrations, 4 S-1 registrations and 2 completed offerings on file
- MLGOMicroAlgo, Inc. Ordinary Shares2 warrant series, 5 convertibles and 2 shelf registrations on file
- HOLOMicroCloud Hologram Inc. Ordinary Shares2 warrant series, 1 convertible, 3 shelf registrations and 2 completed offerings on file
Terms in this guide
- Public float
- Public float is the shares held by investors other than a company's officers, directors and controlling holders, or their market value; the SEC uses the dollar figure for form eligibility.
- Non-affiliate float
- Non-affiliate float is the shares, or their market value, held by anyone who is not an affiliate of the company; it is the SEC's float measure and includes restricted shares held by non-affiliates.
- Authorized shares
- Authorized shares are the maximum number of shares a company's charter allows it to issue, a cap that shares outstanding plus shares reserved for warrants, convertibles and plans cannot exceed.
- Rule 144
- Rule 144 is the SEC safe harbor that lets holders publicly resell restricted or control securities without registration once conditions such as a holding period are met.
- Lockup agreement
- A lockup agreement is a promise by insiders or investors not to sell or transfer their shares for a set period, commonly 90 to 180 days after an IPO or an offering.
- Baby shelf rule
- The baby shelf rule (Form S-3 General Instruction I.B.6) caps companies with under $75 million of public float at selling one-third of that float in primary shelf offerings in any 12 months.
- Form 4
- Form 4 is the SEC filing that officers, directors and holders of more than 10% must make within two business days to report a change in their holdings of the company's securities.
- Days to cover
- Days to cover is short interest divided by average daily trading volume, a rough estimate of how many days of normal trading it would take short sellers to buy back their shares.
- PIPE (private investment in public equity)
- A PIPE (private investment in public equity) is a private sale of unregistered shares, warrants or convertibles by a public company to selected investors, usually followed by a resale registration.
Related guides
- Baby Shelf Rule Explained: S-3 I.B.6 vs Form S-1The baby shelf rule explained: how Form S-1 and S-3 differ, who can use a shelf, and how I.B.6 caps sales at one-third of public float per 12 months.
- Authorized Share Increases: Reading the Proxy VoteWhat authorized shares are, why companies ask shareholders to increase them, how to calculate real headroom, and how a reverse split changes the share math.
- Short Interest Explained: Days to Cover and BorrowHow short interest is reported to FINRA twice a month, how to calculate days to cover and short % of float, and how borrow fees and the Reg SHO list work.
- IPO Lockup Expiration Explained: 180-Day LockupsHow IPO lockup expirations work: the typical 180-day period, where lockup terms are disclosed, how early releases are announced, and how leak-outs cap selling.
- How to Trade Penny Stocks Without Getting DilutedA dilution-first guide to penny stocks. How new shares reach the tape, which SEC filings announce them, worked examples, and a 20-minute filing check.
- What Is Stock Dilution? How New Shares Affect YouStock dilution explained with worked numbers: what happens to your ownership when a company issues new shares, and where to spot it coming in SEC filings.
Check any ticker for dilution
DilutionScan reads each covered company's SEC filings and lists its warrants, convertibles, ATM programs, shelves and S-1s on one page, with a dilution rating and cash runway.
This guide is from the Signal8 Academy, the research team behind DilutionScan. Educational content only. DilutionScan and Signal8 are not broker-dealers or investment advisers, and nothing here is a recommendation to buy or sell any security.