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.
Last verifiedTwo meanings
The word "float" is used in two related ways:
- As a share count: shares available for public trading, which excludes shares held by insiders and other affiliates, and (in many trader definitions) restricted shares that cannot yet be sold.
- As a dollar figure: the SEC's "public float" is the aggregate market value of common equity held by non-affiliates. It drives filer status (for example, large accelerated filers have $700 million or more) and Form S-3 limits such as the baby shelf rule.
Different data providers calculate float differently, so different data sources can show different numbers for the same company. See non-affiliate float for the SEC version.
Worked example
Hypothetical: Company X has 40,000,000 shares outstanding. Officers, directors and a 25% holder own 14,000,000. Another 6,000,000 were issued in a PIPE last month and are not yet registered for resale.
| Measure | Shares |
|---|---|
| Shares outstanding | 40,000,000 |
| Non-affiliate shares (SEC basis) | 26,000,000 |
| Tradeable float (also excludes restricted) | 20,000,000 |
All figures are hypothetical.
At $2.00, the SEC public float is $52,000,000, which is under $75,000,000, so the baby shelf cap applies.
Why it matters
Float is the supply of shares that can change hands. The same news can have different effects on a stock with 5,000,000 freely tradeable shares and one with 500,000,000. Float also changes: offerings and conversions add to it, and lockup expirations release shares into it.
How to spot it
The cover page of a 10-K states the aggregate market value held by non-affiliates as of the last business day of the second fiscal quarter. Beneficial ownership tables in proxies show affiliate holdings. See Float vs shares outstanding.
Guides that use this term
- 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.
- How to Check a Penny Stock for Dilution in 20 MinutesA six-step filing checklist for dilution risk in a small-cap stock. What to open on EDGAR, which phrases to search for, and the four numbers to write down.
- 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.
- How to Read a 10-Q and 10-K: Five Sections FirstHow to read a 10-Q or 10-K on a small cap. The five sections that show cash runway, going concern doubt and potential dilution, plus filing deadlines.
- S-3 vs S-8: Capital-Raising Shelf or Employee Stock Plan RegistrationForm S-3 registers securities a company can sell to raise cash; Form S-8 registers shares for employee equity plans. Who can file each and what each means.
Related terms
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.
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.