SEC Filing Types Cheat Sheet (Dilution)

Direct answer: This cheat sheet ties each EDGAR form to what it tells you about a small-cap's float and dilution. Registrations like S-1 and S-3 authorize new shares. A 424B5 prices the actual sale. 8-Ks flag events fast. The 10-Q and 10-K report the share count, and insider Forms 3/4/5 show who's selling.

Trade small-caps long enough and you learn the tape lies to you before the filings do. Dilution almost never shows up out of nowhere. It's registered, disclosed, and dated in the SEC's EDGAR system days or weeks before the share count actually jumps. The hard part is knowing which form does what. So here's the whole thing on one page.

Each filing gets two lines below. What it is, and why it matters for the float. Bookmark it, or grab the PDF.

What does each SEC filing type mean for the float?

Filing	What it is	Why it matters for dilution / float
10-K	Annual report. Audited financials, full-year results, risk factors.	Reports the share count, cash position, and cash burn as of fiscal year-end. The baseline everything else moves from.
10-Q	Quarterly report. Unaudited financials, three-month update.	Updated share count and cash every quarter. Watch shares outstanding on the cover page vs. last quarter. That delta is dilution already done.
8-K	Current report for material events. Filed within ~4 business days.	The fast one. Registered direct offerings, ATM agreements, warrant deals, reverse splits, going-concern notes. Often the first public flag.
S-1	Registration statement for new securities.	Registers shares that don't exist on the market yet. A fresh S-1 means new supply is getting cleared for sale.
S-3	Shelf registration (for eligible larger/seasoned filers).	Pre-registers a pool of shares the company can sell later, in pieces, on short notice. A live shelf is dilution capacity sitting loaded.
424B5	Prospectus supplement. The actual terms of an offering off a shelf.	This is the "it's happening now" filing. Prices, share amounts, warrants. Reads straight into near-term float expansion.
DEF 14A	Definitive proxy statement for shareholder votes.	Watch for votes to increase authorized shares or approve reverse splits. That's the plumbing that lets future dilution happen.
SC 13D / 13G	Beneficial ownership >5%. 13D = active intent, 13G = passive.	Tells you who holds the big blocks. A 13D can signal an activist or a financing counterparty, and block holders are potential future supply.
Form 3 / 4 / 5	Insider ownership: 3 = initial, 4 = changes, 5 = annual.	Form 4 is the insider-selling tape. Shows officers, directors, and 10% holders adding or dumping shares, usually within 2 business days.
6-K	Report of a foreign private issuer (non-US company).	The 8-K equivalent for foreign filers. Where offshore small-caps disclose offerings, results, and events. Easy to miss if you only watch 8-Ks.

Which filings actually create new shares?

Three families do the heavy lifting. Registrations (S-1, S-3) get shares legally cleared to be sold. A 424B5 takes shares off a shelf and prices the actual sale. The 8-K is where a completed or announced deal gets flagged fast, sometimes the same day.

Here's the trap. An S-3 shelf can sit dormant for a year, then a single 424B5 drains part of it overnight. The shelf is capacity. The 424B5 is the withdrawal. If you only have bandwidth to track one, track the 424B5. But knowing the shelf is there tells you the gun's loaded.

Which filings report the share count?

The cover pages of the 10-Q and 10-K carry the shares-outstanding number the company reports. Put this quarter's cover next to last quarter's and you see exactly how much dilution already hit, sourced right to the filing.

Between quarters, insider Form 4s and offering 8-Ks / 424B5s fill the gap. That's why float on most tools lags. The reported number only refreshes four times a year, and everything in between gets reconstructed from event filings.

See it yourself

Want to check any of this without a tool? Go to EDGAR, the SEC's free full-text search, and pull the issuer's filing list:

1. Share count: open the latest 10-Q or 10-K, read shares outstanding off the cover page. Note the date.
2. Fresh supply: scan for an S-1 or S-3 (registration) and any 424B5 (the priced offering). The 424B5 gives you amount and terms.
3. Fast events: sort 8-K (and 6-K for foreign issuers) by date for offerings, splits, going-concern language.
4. Insiders: check Form 4 for recent officer and director sales.

Every one of those numbers has a source document and a filing date. That's the whole point. FloatVerify does this at scale, so each float, dilution, and cash-burn figure is sourced and dated back to the filing it came from. And when two sources report different share counts, which happens rarely, maybe 3 names out of 60 in a given screen, we don't paper over it. We show the gap, because that disagreement is worth a second look.

FAQ

What's the difference between an S-1 and an S-3? Both register new shares, but an S-3 is a shelf. It pre-clears a pool the company can sell later in pieces on short notice. An S-1 is usually a specific, standalone registration. S-3 use is limited to eligible seasoned filers.

Which filing shows insider selling? Form 4. Officers, directors, and 10%+ holders report share transactions there, usually within two business days.

Does an 8-K always mean dilution? No. An 8-K covers any material event: earnings, contracts, management changes. But offerings, ATM programs, warrant deals, and reverse splits get disclosed there all the time, so read every one.

Why do foreign small-caps use 6-K instead of 8-K? A 6-K is the current-report form for foreign private issuers. Watch only 8-Ks and you'll miss offerings and events from non-US companies. Check 6-Ks for those tickers.

How fast do these filings appear? An 8-K is generally due within ~4 business days of the event. Form 4 usually within 2. A 424B5 posts around the time an offering prices. Registrations like S-1 and S-3 show up before shares can be sold.

Ready to stop reading filings one by one?

FloatVerify tracks float, dilution, and cash burn for US small-caps. Every figure is sourced and dated back to the SEC filing it came from, with the gaps shown when sources diverge. Data, not advice. → floatverify.com

Informational only. Not investment advice.