Are float quotes real?

Float is the number of a company's shares available for public trading. It is usually computed as shares outstanding less the shares held by insiders and other closely held or restricted shares. This desk computes an upper bound on that computed figure from SEC filings, subtracting only the insider holdings it can see. The shares that can trade on a given day can be more, because insiders can sell. You will see a float number quoted for many stocks, and no SEC filing we know of requires a count of floating shares. It is worth knowing what those numbers are.

A float counts the shares available to trade. It leaves out warrants, convertible notes and share-sale programs, which can add shares. In small caps, that is decision information, not fine print.

TMI Float is this desk's definition of float: shares outstanding less the shares insiders hold. The desk can only subtract the holdings insiders report directly, so it shows an upper bound, with the date of the filed share count. Where it cannot be computed or verified, the cell says Unknown, Not computed or Cannot verify, or shows the company's filed share count with an icon, and gives the reason.

Where a float number comes from

We know of no SEC filing that requires a count of floating shares. For companies that file a 10-K, the closest required figure is on the cover of Form 10-K: the dollar value of the common equity held by non-affiliates, as of the last business day of the second fiscal quarter (the SEC's rules call this the public float, Rule 12b-2). The cover figure can rest on stated assumptions. That is a dollar value on one past date, not a current count of tradable shares.

So a float number on a quote page is an estimate someone computed, unless a filing happens to state it.

How we do it

The TMI Float is an estimate too. Here is what it is computed from and how we show it.

We start with the latest filed share count we have for the company. From it we subtract the shares the company's insiders report holding directly, the officers, directors, 10 percent owners and anyone else who files Forms 3, 4 and 5 on their own. For each insider we take the smaller of two holdings: their holding as of the count's date, and their latest holding dated on or before the date of the board or report. So a sale an insider has filed since the count is added back, and a sale not yet filed cannot be seen. When the filings line up, the TMI Float is at most what is left.

A later filing can state a newer count with its own date: an 8-K, a prospectus, a registration statement, a proxy or an information statement. The desk uses the newest dated count and says which filing states it. It does not use a prospectus's projected count of shares outstanding after the offering, because that assumes every share sells.

What you see in the cell

The cell shows one of five things.

≤ 12.3M (the number varies). The TMI Float is no more than that, when the filings line up. The date of the filed count is shown beside it. A circled i means the figure may be lower than the true one; the hover says why: shares may have been issued since the count, or there may be warrants, convertible notes or share-sale programs in place that the figure does not count.
A filed share count with an icon, for example 12.3M sh. The desk could not verify a TMI Float, but it has the company's filed share count, and nothing is subtracted from it. A triangle means the count may be in pre-split share units, there may have been a split that needs verification, or the count is more than 90 days old. Click it for the date, the filing and the reason.
Unknown. The desk could not start from a single filed share count: the company has none on file, we could not match it to an SEC filer, SEC's company-facts data returned nothing for it, or its count is split across several filings.
Cannot verify. We will not stand behind a number, and we show no count: there is no filed count to show, the float data could not be read, the figure did not pass our own sanity check, or the count is dated after the board or report. The reason is in the detail.
Not computed. We have not computed this name. That is different from Unknown.

What we do not subtract, and why

We do not subtract the beneficial-ownership totals in 13D or 13G filings. Beneficial ownership (SEC Rule 13d-3) is broader than the direct holdings above: it counts shares a holder has the right to acquire within 60 days, such as warrants or convertible notes that are not trading today, and shares whose voting or investment the holder controls. Subtracting a beneficial total can take the number below the real float. An earlier version of this method that also subtracted those totals went below zero on one test name, where the large holders' combined beneficial totals exceeded the filed share count. So we subtract only the shares an insider reports holding outright. A holding dated before a share split that fell between it and the count is left out, and leaving a holding out never lowers our number.

What a number does not tell you

When we find a flag or a filing showing that shares have been issued since the count, or may have been, the cell shows the company's filed share count with an icon, or reads Cannot verify where no count can show. The filings we look for are two kinds made on or after the count's date: a final prospectus for an offering of securities (SEC forms 424B1, 424B2, 424B4 and 424B5), and a report of an unregistered sale of shares (Form 8-K item 3.02). We do not look at other forms, including 424B3 and 424B7. Those checks cannot see every issuance: sales under an open at-the-market program between supplements, private placements below the size that requires a report (Form 8-K item 3.02 requires none below 1 percent of the class, or 5 percent for a smaller reporting company, counted in total since the company's last such report or last periodic report, whichever is more recent), and conversions or exercises that file nothing, do not show up in them. Neither do sales of newly issued shares to an equity-line investor, who buys on the company's demand: the checks would see one only through a final prospectus or a report of an unregistered sale, and Form 8-K item 3.02 requires such a report only when the running total since the company's last such report or last periodic report reaches the item 3.02 size. A company whose filed count is from a Form 20-F or 40-F is not required to file 8-Ks, so for it the check for an unregistered-sale report is not run, and the cell shows the filed share count with an icon, or reads Cannot verify where no count can show. A name with nothing found may still have issued shares. A sale not yet filed by the date the filings were read can still make the float larger than the bound. The figure is only as current as the filings under it.

When a split on the list of announced splits we receive falls after a count's date, the desk can restate the count for the split's ratio, for splits in the last nine months, and the cell shows a warning triangle. We check that list against the price data: in a check run on October 13, 2026 on price data for the nine months to October 7, 2026, our market-data provider's list had 289 of the 304 reverse splits the price data showed, and every one it missed was a reverse split, which can only make a restated number higher, never lower. Only one forward split fell in that window, and it was on the list, which is too few to measure. A split the list does not contain cannot be seen.

What this is, and is not

This is a bound, not a measurement of the true float. Where we show a ceiling, it is computed from filings, and when the filings line up it is the most the TMI Float can be. A filed share count shown with an icon is not offered as a ceiling or as a float: nothing is subtracted from it.