Offerings // announced vs executed, straight from the filings

Offering checker

When a company last announced an offering, when it last executed one, and every filing in between, each linked on SEC EDGAR. Announcing registers the capacity to sell shares; executing prices the sale.

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 — and the three questions travel together: the shelf is the means, a thin cash runway is the motive, and this page is the track record. A company with all three is one press release away from the next raise.

Four filings, one question: are shares coming to market?

Each of these filings answers part of the question and none answers all of it. A shelf says what may be sold, a pricing supplement says what was sold, an 8-K catches deals that never touch a prospectus, and a Form 4 shows insiders selling shares that already exist.

Filing	What it answers	What it cannot	When it reaches EDGAR	Read it here
S-3 shelf registration	How much the company has registered to sell, and in which kinds of securities.	Whether it will sell any, when, or at what price. A shelf is capacity to sell, and many are never fully used.	Filed before any sale. Nothing can be sold off it until it is effective.	S-3 shelf checker
424B5 prospectus supplement	That a takedown priced: what was sold (shares or notes), how much, at what price and through whom.	For an at-the-market program, how many shares have been sold so far. Those show up later in the 10-Q or 10-K share count.	No later than the second business day after pricing or first use, under Rule 424(b).	This checker, per ticker
8-K, Items 1.01 and 3.02	That a financing agreement was signed (Item 1.01) or equity was sold without registration (Item 3.02), often with the agreement filed as an exhibit.	Unregistered sales below Item 3.02's volume threshold, and when the buyers resell what they bought.	Generally within four business days of the event.	Offering calendar
Form 4 disposition	That an officer, director or holder of more than 10% sold or otherwise disposed of shares: the transaction code, the price, the holding afterwards and the Rule 10b5-1 checkbox.	Dilution. An insider sale moves existing shares to a new owner and adds none to the count. Nor why the insider sold.	Before the end of the second business day after the trade, under Section 16(a).	Insider tracker

Mechanics only: what each filing records and when it lands. None of them says which way a stock will move. Deadlines from Rule 424(b), the SEC’s Form 8-K interpretations and Section 16(a) of the Exchange Act, read 2026-10-21.

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".

Keep going: offering calendar (market-wide, past month) · S-3 shelf checker · cash runway (do they need money?) · red flags · dilution, defined · reading a paid promotion disclosure · which filing explains a drop