How to Find Real Float (Step-by-Step Guide)

Direct answer: Start with shares outstanding from the cover page of the latest SEC filing. Subtract the insider and restricted holdings you find in the DEF 14A, SC 13D/G, and Form 4. Then add back anything issued in a recent 424B5 or S-1 raise. What's left is what actually trades. That's your float.

Most float numbers you see are stale. A tool grabs shares outstanding off an old 10-K, subtracts a proxy figure from a year ago, calls it float, and moves on. On a small-cap that raised twice since then? That number can be off by millions of shares. So rebuild it yourself. Source by source. Here's how.

What is float, and why isn't it just shares outstanding?

Float is the number of shares you can actually trade. Take shares outstanding, strip out what's locked up: insiders, control persons, restricted stock that can't hit the open market yet. What remains is float.

Shares outstanding is the total. Float is the tradable slice. On a small-cap, the distance between those two numbers is what decides how hard the stock whips around on volume. A company with 50M shares out and a 4M float behaves nothing like a name with 50M free. Not even close.

Where do you find shares outstanding?

Cover page of the company's most recent SEC filing. Every 10-Q and 10-K prints shares outstanding "as of" a specific recent date, usually right up front, above the financials.

Use the newest filing. Not the annual report from eight months back. If a 10-Q dropped last week, its cover-page count beats the last 10-K, full stop. Write down the number and the "as of" date. You need both.

How do you subtract insider and restricted holdings?

Three filing types tell you who's holding shares that can't move freely:

• DEF 14A (proxy statement): the "beneficial ownership" table lists directors, officers, and 5%+ holders with share counts. This is your starting map of insider holdings.
• SC 13D / SC 13G: filed by anyone crossing 5% ownership. 13D means an active or control stake. 13G is passive. Either way you get large-holder totals.
• Form 4: filed within two business days of an insider's trade. Use these to refresh the proxy numbers, because those go stale fast.

Add up the insider and restricted blocks. Subtract from shares outstanding. What's left is your working float. And watch the restricted stock from private placements. It usually carries a lock-up, so those shares aren't float until the restriction lifts.

Why does a float from an old filing go stale?

Because small-caps print shares constantly. A dilutive raise, an ATM program, warrant exercises, a convertible note converting: any of those can dump millions of shares into the count in a single week. None of it shows up in last year's 10-K.

That's the trap in one sentence. The float sitting in most databases is a snapshot from the last periodic filing. If the company filed a 424B5 (that's a prospectus supplement for a shelf takedown) or a fresh S-1 last month, real float already moved. You have to stack the recent issuance on top of the old count yourself.

How do you adjust for recent issuance?

Go to EDGAR and pull anything filed after the shares-outstanding "as of" date you wrote down. Usual suspects:

• 424B5: prospectus supplement, a raise off an existing shelf. States shares offered.
• S-1 / S-3: registration statements for new shares or resale of restricted shares.
• 8-K: often announces the closing of an offering, with the share count buried in the body.

Add the newly issued, now-tradable shares to float. Don't add anything still locked. You want a float number dated today, not one dated to last quarter.

See it yourself

All of it lives on SEC EDGAR, free:

1. Shares outstanding → cover page of the latest 10-Q or 10-K. Note the "as of" date.
2. Insider/restricted holdings → DEF 14A ownership table, plus SC 13D/13G and recent Form 4 filings.
3. Recent issuance → any 424B5, S-1, S-3, or 8-K filed after that "as of" date.

This is the exact work FloatVerify does, except every number gets sourced and dated to the filing it came from. When two filings don't line up (a proxy says one insider total, a later Form 4 says another), we don't paper over it. We surface the gap and let you look. That kind of contradiction is rare, maybe 3 in 60 names, but when it shows up it's usually the most interesting thing on the page.

FAQ

Is float the same as free float? Basically, yes. "Free float" just leans on the point that these are the shares the public can trade freely: shares outstanding minus insider, control, and restricted holdings.

How often does real float change? Stable large-cap? Rarely. Small-cap that's raising every few weeks? It can move any time a new offering closes. Always check for filings that landed after the last shares-outstanding date.

Which single filing has the most current share count? The most recently filed 10-Q or 10-K cover page. Unless a later 424B5 or 8-K announced an offering, in which case you add those shares on top.

Why do float numbers differ between sources? Different sources pull from different filing dates. One might use last quarter's 10-Q. Another folded in a recent raise. Usually it comes down to which filing got read last.

Can I fully rely on a float number I calculate? It's only as good as the filings you sourced and the date you pinned it to. Float moves. It's not a fixed fact. Treat it as sourced and dated, then re-check after new filings land.

FloatVerify tracks float, dilution, and cash burn for US small-caps, with every figure sourced and dated to the SEC filing behind it. When two sources diverge, we show you the gap instead of hiding it. See it for yourself at floatverify.com.