What Is Overhang?

What Is Overhang?

Let me explain overhang to you directly: it's a measure of the potential dilution of stock shares that comes from possible awards of stock-based compensation. You see it represented as a percentage, calculated by taking the stock options already granted plus the remaining options to be granted, then dividing that by the total shares outstanding—so that's (SO + RO) / TSO.

Key Takeaways

Overhang shows you the potential dilution common shareholders face from stock-based compensation awards. It's typically a percentage, figured as granted options plus future options divided by total shares outstanding. In a broader sense, overhang can mean the downward pressure on prices from a large block of shares that might be sold. You calculate it by dividing existing and future option issues by the total stock outstanding. Remember, the higher the overhang, the greater the risk to you as an investor.

Understanding Overhang

There's no fixed rule for how much overhang harms common shareholders, but generally, a higher number means more risk. After a public offering, overhang decreases because shares outstanding increase. If a company has high options overhang, it needs to deliver even stronger growth and profits to offset the dilution on earnings per share (EPS) and your returns as an investor.

This situation can push managers to take on more risk, pay fewer dividends, and add more debt, all leading to greater stock price volatility. On the flip side, companies with high employee stock ownership often show stronger financial performance, higher dividends, and less price volatility.

How to Calculate Overhang

The simplest way to calculate options overhang is to add existing and future option issues and divide by the total shares outstanding. For instance, if a company has issued 50,000 options and plans 50,000 more, with 1 million shares outstanding, the overhang is (50,000 + 50,000) / 1,000,000 = 10%.

Important Note on Market Overhang

In a broad sense, market overhang refers to any situation where investors hold back from an asset due to uncertainties about the near future.

Special Considerations

A 2020 study by F.W. Cook & Co. found that small-cap companies grant a higher percentage of stock options to executives than large-cap ones. Technology firms give the lowest share to senior management, while retail and industrial sectors give the highest.

Since options overhang can negatively affect stock prices, entrepreneurs and managers develop HR strategies to reduce its impact. Performance-based options are one approach, as employees are less likely to exercise them compared to traditional options that vest and are almost always exercised.

What Is the Definition of Overhang?

In the broadest terms, market overhang is when customers or investors delay buying a product or stock, waiting for future events, usually due to uncertainties or fears about the near-term outlook.

What Is Stock Overhang?

Stock overhang broadly means situations where a few shareholders hold a large block of shares, creating the risk of a price drop if they sell all at once. It's common when employees get compensated with many company shares, but it can also involve large institutional investors' holdings.

What Is Bearish Overhang?

Bearish overhang is when buyers hesitate to purchase an asset because a large block of it exists that could flood the market and drop prices if sold. This applies to stocks but also commodities, like warnings of bearish overhang in oil during U.S.-Iran sanctions negotiations due to potential Iranian supply sell-offs.

What Is Risk Overhang?

In insurance, risk overhang occurs when ongoing exposure from past transactions limits what an insurer can do now, often forcing them to skip lucrative opportunities because they can't handle more risk.