IPO need-to-knows: Basics of initial public offerings

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A company’s transition from private to public.

© klikk, Syda Productions, qingwa, luismolinero, paper_owl/stock.adobe.com; Photo illustration Encyclopædia Britannica, Inc.

Initial public offerings, or IPOs, are a big deal in terms of dollars, media attention, and Wall Street pomp and circumstance. But what is an IPO? The initial public offering traditionally marks the first time a business sells shares on the market. Those new shares may carry greater potential risk—but also opportunity—than shares of established public companies.

An IPO, at its core, is how companies say “hello” to investors. It’s often referred to as going public. But many companies preparing an IPO are already well known, often because they’re fast-growing start-ups. For instance, Facebook parent Meta (META) already had more than 900 million users by the time it went public in 2012. Not exactly a stranger.

There can be lots of buildup ahead of the actual debut for such stocks, or even for less-known IPOs, and that buildup usually leads to media hype. This might lead unwary investors to overlook potential downsides, which is why anyone considering this type of investment should understand some IPO basics before jumping in.

Many companies go public to raise capital, broaden their opportunities for future access to capital, or both.

Other reasons, according to the U.S. Securities and Exchange Commission (SEC), include:

U.S. companies planning an IPO must file a registration statement with the SEC. But that’s just one early step in a long IPO process.

The IPO process is a critical vetting period when a company’s finances and business plan are subject to the scrutiny of regulators and finance industry professionals.

Underwriting. A company typically enlists an “underwriter”—often a big Wall Street bank or group of banks—to examine its books and determine a fair IPO price. Underwriters work with the company to decide on the basic terms and structure of the offering well before trading starts, including the percentage of shares going to institutions like hedge funds, mutual funds, and endowments, as well as to individual investors.

“Most underwriters target institutional or wealthy investors in IPO distributions,” according to the SEC.

Road show. During the IPO process, which can last several months or longer, company management usually travels around the country in a “road show” aimed at attracting potential investors. Company leaders may receive an opportunity to buy new shares before the IPO. This can be lucrative if the price shoots up following the public offering.

You may hear about an IPO in the news, but how do you research the company?

Start with the IPO prospectus. It’s a requirement before any IPO. It describes the nature of the company’s business and the terms of the offering. These documents are publicly available on the SEC EDGAR database.

The SEC has a simple message: Study the prospectus. “A new public company typically has no prior reporting history, and the information that can inform a decision to invest often can only be found in the prospectus,” the organization says.

Some things to look for in the prospectus include:

You should also look beyond the prospectus:

Unlike with a company already on the market, you can’t expect to find lots of financial reporting history, so you have to trust the numbers in the prospectus. That’s part of why IPOs can be risky. What you don’t know can hurt you.

There are two ways the general public can invest in a new public company.

If you’re a client of an underwriter involved in the IPO, you may be offered the opportunity to participate directly, meaning you could receive an IPO allotment at the offering price (this price changes fast as soon as the stock begins trading publicly). Underwriters often distribute most of the shares in the IPO to their institutional and high-net-worth clients, such as mutual funds, hedge funds, and certain individuals.

For the rest of the investing public, the more common way is to place an order with a broker to purchase shares when they start trading in the public market following the IPO.

IPO activity often ebbs and flows with broader market sentiment or economic activity. Bull markets tend to produce more IPOs than bear markets.

In 2021, 397 U.S. IPOs raised $142.4 billion, the most deals in a single year since 2000 and an all-time high in terms of money raised, according to Renaissance Capital, an IPO research firm.

Because many companies execute their IPOs before reaching profitability, performance can be fickle. Many become big winners, but more become big losers if you wait long enough.

A 2021 Nasdaq study looking at IPOs from 2010 and 2020 found that IPO performance sagged over time. Three months after going public, the study said, 34% of IPOs had outperformed their respective indexes by 10% or more, and 32% had underperformed by 10% or more. At that point, the spread was roughly 50-50 between IPOs beating or losing to their indexes overall.

A year out, 50% of IPOs were underperforming by 10% or more, and just 34% outperforming by 10% or more.

Three years out, the results got even more dramatic to the downside. Although the top 10% of IPO performers had far outperformed their indexes by then, almost two-thirds of all IPOs had underperformed.

“That seems to indicate that for some companies, the initial IPO enthusiasm wanes or expected earnings are not met, and investors reprice the IPO to reflect the actual, slower growth of the company,” the Nasdaq study said.

Doing your homework is paramount before sinking any hard-earned money into an IPO. Even if IPOs aren’t well suited for many individual investors, the IPO market is still worth following as a barometer of market sentiment and a window into where professional investors see growth and opportunities. Just remember that what’s hot one day can quickly turn cold.