Non-affiliate float
Also called: non-affiliate public float, SEC public float, I.B.6 float
The shares, or their market value, held by anyone who is not an affiliate of the company; it is the SEC's float measure and includes restricted shares held by non-affiliates.
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What it is
An affiliate is a person that controls, is controlled by, or is under common control with the company, which usually means executive officers, directors and large holders with influence over the company. Everyone else is a non-affiliate. Non-affiliate float is simply shares outstanding minus shares held by affiliates.
The SEC uses the dollar value of that figure, computed at a recent market price, for several purposes: filer status, Form S-3 eligibility, and the one-third cap in the baby shelf rule.
How it differs from tradeable float
Non-affiliate float includes restricted shares held by non-affiliates, such as shares bought last week in an unregistered private placement. Those shares count toward the SEC figure but cannot yet be sold in the market until a resale registration is effective or the Rule 144 holding period passes. A tradeable float, which is what traders often mean by "float", subtracts them.
Worked example
Hypothetical: Company X has 50,000,000 shares outstanding. Affiliates hold 10,000,000. A non-affiliate investor holds 8,000,000 restricted shares from a recent PIPE.
| Measure | Shares | Value at $1.50 |
|---|---|---|
| Non-affiliate float | 40,000,000 | $60,000,000 |
| Tradeable float | 32,000,000 | $48,000,000 |
All figures are hypothetical.
For the baby shelf calculation, Company X uses $60,000,000, so its 12-month cap is $20,000,000. Using the tradeable float would understate that cap.
How to spot it
The 10-K cover page states the aggregate market value held by non-affiliates, measured at the end of the second fiscal quarter. Prospectus supplements for baby-shelf issuers restate the calculation at a recent date. Affiliate holdings come from the beneficial ownership table in the proxy statement or 10-K Part III. See Float vs shares outstanding.
Related terms
Guides that use this term
Dilution 101 · 6 min read
S-1 vs S-3 vs the Baby Shelf Rule, With the One-Third Math Worked Out
How Form S-1 and Form S-3 differ, who can use a shelf, and how the baby shelf rule caps small companies at one-third of public float per year.
Dilution 101 · 5 min read
Float vs Shares Outstanding: Three Different Numbers and When Each Matters
Why shares outstanding, non-affiliate float and tradeable float differ, where each comes from in SEC filings, and how the choice changes the math.
Ownership & insiders · 6 min read
Form 144 Explained: Notice of Proposed Sale by Affiliates
What a Form 144 is, who files it, the 5,000-share and $50,000 thresholds, Rule 144 volume limits, and why a Form 144 does not prove a sale happened.