Public Float Calculator
Turn shares outstanding, affiliate holdings, and share price into your public float in shares and dollars — then see where that number lands against the OTCQB float test, smaller-reporting-company, accelerated-filer, and S-3 baby-shelf thresholds that key off it.
Enter your share structure
Filer-status context from these numbers
Four fixed thresholds, read against the float you just calculated, as of . These are context, not a determination — confirm the current threshold and your company's specific facts before relying on a filer-status or shelf-capacity conclusion.
Float, outstanding, and authorized shares aren't the same number
Every public company has three share counts that get confused with each other constantly. Authorized shares is the ceiling set in the certificate of incorporation — the maximum the company could ever issue without amending its charter. Shares outstanding is what's actually been issued and is currently held by anyone, insiders included. Public float is the subset of outstanding shares held by non-affiliates — the shares that actually trade freely in the market and that the SEC and OTC Markets use to gauge how liquid and how widely held a company really is.
Who counts as an affiliate matters more than most founders expect. Rule 405 defines an affiliate as anyone who controls, is controlled by, or is under common control with the issuer — in practice, that's every officer and director plus any holder of roughly 10% or more of voting stock, regardless of whether their specific shares are legally restricted under Rule 144. A founder's unrestricted, fully-vested common stock still comes out of the float calculation because of who they are, not because of a legend on the certificate. This is the single most common float-calculator mistake: subtracting only "restricted" shares instead of subtracting all affiliate-held shares.
There are also two different float tests in play depending on which rulebook you're reading. The SEC's dollar-value float — shares outstanding minus affiliate-held shares, multiplied by price — is what determines accelerated-filer status, smaller-reporting-company eligibility, and S-3 shelf capacity. OTC Markets' OTCQB tier instead uses a share-count percentage test: freely-traded float must be at least 10% of shares outstanding, with no dollar value attached. This calculator runs both from the same three inputs so you can see them side by side instead of reconciling two separate spreadsheets.
Why float size decides your filer status and how much you can raise off a shelf
Public float in dollars is the trigger for a stack of downstream obligations under Exchange Act Rule 12b-2. Cross $75 million in float and you become an accelerated filer — shorter 10-K and 10-Q deadlines, and, critically, your auditor now has to independently attest to your internal control over financial reporting under Sarbanes-Oxley Section 404(b), not just management. Cross $700 million and you become a large accelerated filer, with even tighter deadlines. Stay under $250 million in float (or under $700 million with less than $100 million in annual revenue) and you retain smaller-reporting-company scaled disclosure — fewer years of audited financials, no compensation discussion and analysis, and other accommodations that materially lighten the reporting lift for a small issuer.
Float also gates how much capital a small-cap issuer can raise off a registered shelf. General Instruction I.B.6 to Form S-3 — the "baby shelf" rule — caps primary offerings sold under an S-3 shelf to one-third of aggregate public float in any trailing 12-month period once float falls under $75 million. That cap only binds companies without a class of securities listed on a national securities exchange; once a company uplists to Nasdaq or NYSE American, the baby-shelf cap no longer applies regardless of float size. Because this calculator doesn't ask what exchange you're on, treat the baby-shelf row below as an OTC-only estimate and re-check it the moment an uplisting closes.
Measurement dates: your float isn't a fixed number
Float moves every time your share price moves, even if not a single share changes hands. For the Form 10-K cover page, and for the annual accelerated-filer/large-accelerated-filer/smaller-reporting-company determination that flows from it, the SEC measures float as of the last business day of your most recently completed second fiscal quarter — a single snapshot that then governs your filer status for the following fiscal year. OTCQB's freely-traded float test, by contrast, is checked at admission and monitored on an ongoing basis by OTC Markets and your transfer agent through the Transfer Agent Verified Shares Program, not on a fixed annual date.
That mismatch trips people up constantly: a company can be comfortably above OTCQB's 10% float test all year while still crossing the $75 million accelerated-filer line at its one annual measurement date purely because the stock ran up in the second quarter. Run this calculator with the price and share counts as of the actual measurement date you're testing — a mid-year snapshot, today's closing price, or a pending-raise pro forma — rather than a single set of numbers you assume holds all year.
Worked example
Take a company with 40,000,000 shares outstanding, 12,000,000 held by its three officers and directors (all affiliates under Rule 405, regardless of restriction status), and a last-sale price of $1.85. Public float in shares is 40,000,000 − 12,000,000 = 28,000,000. Public float in dollars is 28,000,000 × $1.85 = $51,800,000. Float as a percentage of outstanding is 28,000,000 ÷ 40,000,000 = 70%.
Read against the thresholds: 70% clears OTCQB's 10% freely-traded float test with a wide margin. $51.8 million sits comfortably under both the $75 million accelerated-filer line and the $250 million smaller-reporting-company threshold, so the company would be a non-accelerated smaller reporting company by float. Because float is also under $75 million, an S-3 shelf — if the company isn't listed on a national exchange — would be capped at roughly one-third of $51.8 million, or about $17.3 million, in primary sales during any trailing 12-month period.
Frequently asked
What counts toward float, which price to use, and what this calculator isn't.
What counts as an "affiliate" for public float purposes?
Rule 405 defines an affiliate as anyone who controls, is controlled by, or is under common control with the company — in practice, every officer and director plus any holder of roughly 10% or more of voting stock. Their shares come out of the float calculation because of who they are, not because of a restrictive legend, so an affiliate's fully unrestricted stock still counts as affiliate-held, not float.
Is public float the same thing as "freely tradable shares"?
Not exactly. The SEC's dollar-value float (shares outstanding minus affiliate-held shares, times price) drives filer status and S-3 shelf capacity. OTCQB's freely-traded float test also excludes affiliate holdings but measures a share-count percentage — at least 10% of shares outstanding — with no dollar value attached. Both exclude affiliates; they answer different questions.
Does the S-3 baby-shelf cap apply to every company with float under $75 million?
No. General Instruction I.B.6's one-third-of-float cap only binds companies that don't have a class of securities listed on a national securities exchange. Once a company uplists to Nasdaq or NYSE American, the baby-shelf cap no longer applies regardless of float size. This calculator doesn't ask what exchange you're on, so treat the baby-shelf row as an OTC-only estimate.
Why does my float change without me issuing or buying back any stock?
Because dollar-value float is share count times price, and price moves every trading day even when share counts don't. That's also why a company's filer status can flip year to year purely from stock-price movement between one annual measurement date and the next.
What price should I use — last sale, closing bid, or something else?
For the Form 10-K cover-page and annual filer-status determination, the SEC generally looks to the last sale price (or average of bid and asked prices) as of the last business day of your most recently completed second fiscal quarter. For a real-time OTCQB compliance check, use the most recent closing price. Match the price to the measurement date you're actually testing.
Does this calculator replace a transfer agent's float certification?
No. Treat it as a planning estimate to scope where you likely stand. Your transfer agent, and for OTCQB issuers the Transfer Agent Verified Shares Program, produce the authoritative share counts used in actual compliance and filing determinations.