Purpose This paper aims to evaluate whether US public companies should be required to disclose the number and percentage of shares registered outside the depository trust company’s nominee, Cede & Co. It examines how the growth of directly registered, non-Cede-owned (NCO) shares affects market transparency, float calculation, liquidity assessment and short-selling dynamics. Design/methodology/approach The study analyzes regulatory gaps in existing Securities and Exchange Commission (SEC) disclosure rules, synthesizes issuer-level evidence from recent market episodes and conducts comparative review of transfer-agent practices and state corporate-law inspection rights. It also draws on case studies – including GameStop, AMC, Express, Bed Bath and Beyond, KOSS and Trump Media and Technology Group – to illustrate how undisclosed NCO ownership affects market participants. The paper then proposes targeted amendments to Regulation S-K to standardize reporting of NCO shares. Findings Rising levels of directly registered ownership reveal a structural blind spot in SEC reporting. Because NCO shares are illiquid and unavailable for securities lending, their omission from Forms 10-K and 10-Q distorts widely used metrics such as public float and short-interest ratios. Evidence from issuers of varying size demonstrates that NCO ownership materially affects market transparency, especially when it comprises a significant fraction of outstanding shares. Standardized disclosure would improve the interpretability of market-liquidity data and strengthen investor protection. Practical implications Mandated disclosure would enable investors, analysts and regulators to more accurately assess liquidity risk, float constraints and short-selling conditions. Originality/value To the best of the authors’ knowledge, this paper is the first to evaluate the regulatory implications of NCO share disclosure and to provide a concrete, administratively feasible framework for integrating NCO reporting into existing SEC rules.
Lawson et al. (Mon,) studied this question.