How A Secondary Offering Affects A Stock's Price

What a secondary offering is and how it affects the price

A secondary offering is a sale of stock to the public by a company whose shares already trade. It usually affects the price in one direct way: the new shares are sold at a price below the last close, so the market tends to reprice toward that level. If the company is issuing new shares, there is also a larger share count to account for.

The name causes confusion. Some people use "secondary" only for existing holders selling, and others use it for any sale after the IPO. Always check who is selling, as the later sections explain.

Why the offering price is set below the last close

Underwriters, the banks that run the sale, have to find buyers for a large block of stock in a short time. A price under the market gives buyers a reason to take the shares. The offering price is set at pricing, so it is compared with the most recent close.

In October, Teknova sold 8,000,000 shares at $5.00 against a $6.80 last reported price, Disc Medicine sold 6,000,000 at $75.00 against $79.48, and Arcus Biosciences sold 14,285,715 at $17.50 against $19.10.

Arcus Biosciences priced its $250.0 million offering 8.4% below the $19.10 last reported price. Teknova's deal carried a 26.5% discount to $6.80. The size of the gap varies a lot, so the discount tells you how much the company conceded to place the shares. Disc Medicine's $450 million sale was priced below its $79.48 close.

What the buyers pay and what the company keeps

The price on the headline is not what the company receives. Underwriters take a fee. On Disc Medicine's sale, underwriters took $4.50 of each share, $27,000,000 overall, so the company retained $70.50 per share, $423,000,000, pre-expenses. Teknova paid $2.4 million, or $0.30 a share, in underwriting fees, which left $37.6 million ahead of expenses. Arcus said it would get $235.0 million before expenses, per the story.

How the stock usually reacts and why

Stocks often fall toward the offering price after an announcement. Two explanations are commonly offered. One is price pressure: a big block of new supply has to be absorbed. The other is information: a company choosing to sell stock may be telling the market something about how it values its shares. These are explanations, not guarantees, and any single stock can move differently.

Size matters for the pressure. The new stock was 10.1% of Arcus's 141,304,346 post-deal shares, 13.5% for Disc and 13.0% for Teknova (61,702,534). The bigger the block relative to the stock, the more there is to absorb.

Many deals also include an option letting underwriters buy extra shares. Arcus's option covers 2,142,857 more shares for 30 days, and Teknova's covers up to 1,200,000. Those would add to the supply if used.

Primary vs secondary shares: new money or existing holders selling

In a primary sale, the company issues new shares and receives the money. In a secondary sale in the strict sense, existing holders such as early investors sell their own shares, and the company receives nothing. A single deal can mix both.

All three October deals above were new shares. Arcus said its proceeds were aimed at its kidney-cancer drug, Disc's were meant for trials and a possible bitopertin launch, and Teknova's were for general corporate purposes. When new shares are created, the count rises. Disc's prospectus puts shares at 44,345,666 after the offering, built on 38,345,666 outstanding. How much it changes each holder's ownership comes down to the dilution formula: new shares divided by the share count after the deal.

When holders sell instead, the share count does not change, but the supply and the signal about insiders' views still can.

Not every offering is common stock

Banks also raise money with preferred stock, which pays a set dividend and behaves differently. Bank of America priced $2 billion of 7.200% preferred stock at $1,000 per depositary share, and US Bancorp priced $1 billion of 7.20% preferred at the same $1,000.00. Neither was priced at a discount to a trading price in the way the common-stock deals were. Preferred stock is judged mainly by its dividend and terms, so the common-stock price logic above does not map onto it.

What to check in the offering filing

Search for the company on EDGAR, the SEC's free filing database, and open the prospectus supplement or the 8-K. The Investor.gov site explains basic investing terms if any are unfamiliar. Then check:

• The offering price against the last reported price, and the discount.
• Whether the shares are new, existing, or both.
• The underwriting discount per share and the net proceeds.
• The number of shares outstanding after the deal, and any extra-share option.
• What the company says it will use the money for.

Frequently asked questions

Why does a stock drop after a secondary offering?

The offering price is set below the last close, and a block of new supply has to be absorbed. Some traders also read the sale as a signal about how the company values its stock.

Is a secondary offering bad for shareholders?

It depends on the company's situation. New shares reduce each existing share's slice of the company, but the money raised may fund something that matters. The filing shows the price, the share count and the planned use.

What is the difference between a primary and secondary offering?

In a primary offering the company sells new shares and keeps the money. In a secondary offering in the strict sense, existing holders sell and receive the money.

How this analysis was done

This guide uses four offerings that Bullished covered in October, taking each deal's price, discount, share counts and fees as reported in those stories. They are worked examples of how offerings are structured, not a measured sample, and they do not show how any stock traded afterward.

Sources

• EDGAR full-text search — U.S. Securities and Exchange Commission
• Investor.gov — U.S. Securities and Exchange Commission
• Arcus Biosciences Prices $250 Million Stock Sale At $17.50 A Share, 8.4% Below Wednesday's Close — Bullished
• Teknova Prices $40 Million Stock Offering At $5 A Share, A 26.5% Discount To Its October 19 Price — Bullished
• Disc Medicine Prices $450 Million Stock Sale At $75 A Share, Below Its $79.48 Close — Bullished
• Bank Of America Prices $2 Billion Of 7.200% Preferred Stock, With Its Own Affiliate Running The Deal — Bullished
• US Bancorp Prices $1 Billion Of 7.20% Preferred Stock, With Dividend Resetting In January 2032 — Bullished

Bullished Learn guides explain how filings and markets work. They are education, not investment advice: nothing here is a recommendation to buy or sell any security.