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.
Last verifiedWhat it is
An affiliate is a person that controls, is controlled by, or is under common control with the company, which usually means executive officers, directors and large holders with influence over the company. Everyone else is a non-affiliate. Non-affiliate float is simply shares outstanding minus shares held by affiliates.
The SEC uses the dollar value of that figure, computed at a recent market price, for several purposes: filer status, Form S-3 eligibility, and the one-third cap in the baby shelf rule.
How it differs from tradeable float
Non-affiliate float includes restricted shares held by non-affiliates, such as shares bought last week in an unregistered private placement. Those shares count toward the SEC figure but cannot yet be sold in the market until a resale registration is effective or the Rule 144 holding period passes. A tradeable float, which is what traders often mean by "float", subtracts them.
Worked example
Hypothetical: Company X has 50,000,000 shares outstanding. Affiliates hold 10,000,000. A non-affiliate investor holds 8,000,000 restricted shares from a recent PIPE.
| Measure | Shares | Value at $1.50 |
|---|---|---|
| Non-affiliate float | 40,000,000 | $60,000,000 |
| Tradeable float | 32,000,000 | $48,000,000 |
All figures are hypothetical.
For the baby shelf calculation, Company X uses $60,000,000, so its 12-month cap is $20,000,000. Using the tradeable float would understate that cap.
How to spot it
The 10-K cover page states the aggregate market value held by non-affiliates, measured at the end of the second fiscal quarter. Prospectus supplements for baby-shelf issuers restate the calculation at a recent date. Affiliate holdings come from the beneficial ownership table in the proxy statement or 10-K Part III. See Float vs shares outstanding.
Guides that use this term
- 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.
- 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.
- Form 4 vs Form 144: Planned Insider Sale or Completed TradeForm 144 is a notice of a proposed sale under Rule 144; Form 4 reports a completed insider trade within two business days. Who files each, when and why.
- Form 144 Explained: Notice of Proposed SaleForm 144 explained: who files a notice of proposed sale, the 5,000-share and $50,000 thresholds, Rule 144 volume limits, and why it does not prove a sale.
- Short Interest vs Short Float: Which Number Matters for a SqueezeShort interest is a FINRA share count; short float is that count divided by a float. Why the two differ, which dates they carry, and how to read each.
Related terms
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Definition from the Signal8 Academy glossary. 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.