Announced is not executed
The single most common mistake when reading offering headlines is treating a shelf registration as a sale. An S-3 shelf is a fishing license — it lets the company sell shares later, sometimes years later, and many shelves are never fully used. The dilution happens at the takedown: the 424B5 that prices actual shares. This tool keeps the two separate on every page, because the distinction is the whole story. For whether a shelf is currently active and effective, the S-3 shelf checker is the dedicated tool.
Offering checker FAQ
What counts as an "announced" offering?
A registration statement — S-1 or F-1 for a new offering, S-3 or F-3 for a shelf. That is capacity to sell shares, not a sale: the money is not raised and the dilution has not happened yet. Automatic shelves (S-3ASR) are effective immediately for large filers.
What counts as an "executed" offering?
A pricing document: 424B5 (a takedown off an effective shelf), 424B4 (final prospectus, typical for IPOs and marketed deals), 424B1/B2, or an 8-K disclosing an unregistered share sale under item 3.02. One honest caveat: a 424B takedown can price shares or notes (debt) — EDGAR metadata alone does not say which, so each row links to the document. Large investment-grade filers use these mostly for bond deals; small-caps mostly for shares.
Why is a 424B3 not counted as an executed offering?
A 424B3 is usually a prospectus update or a resale registration — existing holders registering to sell shares they already own. That is not new capital and counting it as a company offering would overstate dilution, so we label it separately.
Does this catch at-the-market (ATM) sales?
Only their visible footprint. ATM programs sell shares gradually and individual sales are not separately filed — what you can see is the shelf that enables the program and the 424B5 that establishes it. Actual ATM share counts appear later in the 10-Q/10-K share count.
How far back does the history go?
As far back as SEC EDGAR’s recent-filings window for that company — roughly its last thousand filings. Each result states the exact date its review reaches back to, and if nothing was found in that window we say so rather than claiming "never".