The IPO window is open—getting through is the hard part

TOGETHER WITH

Built for the IPO run-up. DFIN pairs purpose-built tech with capital markets expertise and more than 1,275 IPOs filed since 2017. From first draft to post-IPO reporting, it helps CFOs get ready before the window opens. Explore DFIN’s solutions.

The third quarter (Q3) started with a simple idea: Open and easy are two different things. Q3 demonstrated that the IPO window remained open, but not uniformly.

It was a selective quarter punctuated by several very large transactions. SK hynix raised a historic $26.5 billion, and that single deal supplied 82% of the proceeds from IPOs of $100 million or more. That wasn’t a typo: 82%, one deal. Toss in Jersey Mike’s Subs and Csquare, each at about $1 billion, and the three made up roughly 90% of IPO proceeds. Meanwhile, volume for $100 million-plus IPOs fell 33% from last year’s third quarter and 56% from Q2. The market stayed open; it just got harder to impress.

Selective, not shut

Large transactions were able to get done across multiple sectors, although aftermarket performance remained mixed. Healthcare led by volume, and PE-backed companies did plenty of the heavy lifting on the bigger deals. In DFIN’s post-quarter tracking, SK hynix and several biotechs traded well above their IPO prices, while most of the quarter’s big debuts sat below theirs.

Some issuers hit the pause button; a handful postponed, and a few pulled their registration statements. Volatility and rising interest rates didn’t help, and geopolitics turned up the background noise to 11 (on a scale of 1–10).

What’s next?

At quarter-end, 22 prospective $100 million-plus issuers were publicly on file but had yet to launch.

That’s a visible pipeline, but movement has slowed…way…down, with fewer registrants moving from confidential to public filing, leaving a lighter public pipeline and larger private backlog. Rates and volatility are likely to continue influencing the calendar through year-end, and the US midterms add one more wild card. For CFOs weighing a listing, that slower on-ramp is a planning input.

The ways in are multiplying, too. The paths and participants entering the US public markets continue to diversify. Eight of the quarter’s 13 completed de-SPAC mergers involved companies based outside the US, including a quantum computing company. SPACs are ahead of 2025 overall, with 152 raising roughly $27 billion this year. But Q3 issuance slowed from the previous two quarters, and 258 SPACs are still searching for targets. Only 13 de-SPAC mergers closed against 34 new SPAC IPOs.

The question behind the data

So who gets through? Market timing belongs to the market, but readiness belongs to the CFO’s office. No CFO can wave away market uncertainty. They can reduce avoidable execution risk, and that’s where preparation makes the difference. DFIN believes readiness belongs in the plan from the start. Diligence comes first, well before anyone’s picking a launch date. Financials have to hold up under scrutiny, and filings need to be accurate and consistent from first draft to last. Compliance goes into the launch plan on Day 1, because going public means ongoing reporting obligations. The IPO ends the roadshow, but the reporting keeps on going.

Picture the CFO’s chair: You can have a strong business and a clean story and still watch a window narrow over a rate move you didn’t cause. When it opens again, there’s rarely time to fix a footnote or reconcile a number. The teams best positioned to move are the ones that have already done the preparation.

Execution readiness is the thread running through all of it. Markets will do what markets do. Certainty about your own numbers and filings is the one variable a finance team controls.

Questions worth asking before you file

If the market sets the calendar, preparation decides who’s ready for it. Two questions make a handy gut check. Could your financials survive a hard look today or only after a scramble? And does your compliance plan cover the day after the IPO as carefully as the day of?

Where DFIN fits in

DFIN supported issuers across several of Q3’s most active sectors, including SK hynix and Jersey Mike’s Subs. That wide range matters because IPO readiness looks different for a $26.5 billion listing than for a $1 billion one, and the work still has to hold up. From the first prospectus through post-IPO financial reporting and SOX controls, DFIN pairs purpose-built technology with capital markets expertise, backed by more than 1,275 IPOs filed since 2017.

Windows open on the market’s schedule. Companies get through them on their own preparation. When the next one cracks open, DFIN’s quarterly IPO and Public Listing Report is a good place to see what that preparation takes.