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What an IPO is

An IPO is the first time a private company sells shares to the public. Here is how the process works, who sets the price and what lock-ups are.

IPO stands for initial public offering. It is the first time a private company sells its shares to the public and lists them on a stock exchange. After the IPO, anyone with a brokerage account can buy and sell the shares.

Private vs public companies

A private company is owned by a small group, such as its founders, employees and investors. Its shares do not trade on an exchange.

A public company has shares that trade on an exchange, such as the New York Stock Exchange, the Nasdaq or the Toronto Stock Exchange. Public companies must publish financial reports on a regular schedule and follow securities rules.

An IPO is the step that turns a private company into a public one.

Why companies go public

Companies usually go public for a few reasons.

Going public also has costs. The company must pay advisers and lawyers, publish more information and answer to a wider group of shareholders.

How the process works

The steps are similar in the US and Canada, though the rules and regulators differ.

  1. Hire underwriters. Underwriters are investment banks that manage the offering. They help set the price and find buyers.
  2. File a prospectus. A prospectus is a detailed document that describes the business, its finances and its risks. In the US it is filed with the Securities and Exchange Commission. In Canada it is filed with provincial securities regulators.
  3. Roadshow. Company leaders and the underwriters present the business to large investors, such as pension funds and mutual funds, to gauge demand.
  4. Set the price. Based on demand, the company and underwriters agree on an IPO price, usually the night before trading starts.
  5. Allocate shares. The new shares are sold at the IPO price, mostly to large investors and some brokerage clients.
  6. Start trading. The shares begin trading on the exchange. From that moment, the price is set by buyers and sellers.

The IPO price vs the first trade

The IPO price is what the first buyers pay. The first trade on the exchange can be very different.

If demand is strong, the shares may open well above the IPO price. If demand is weak, they may open below it. News reports often describe how much a stock "popped" or fell on its first day.

Most individual investors do not get shares at the IPO price. They usually buy once trading begins, at whatever the market price is at that time.

Lock-up periods

Insiders, such as founders and early investors, are usually barred from selling their shares for a set time after the IPO. This is called a lock-up period. It is often several months long.

When the lock-up ends, a large number of shares may become available to sell. Some investors watch these dates because extra selling can affect the price.

Things to keep in mind

Other ways to go public

An IPO is not the only route.

IPOs and the wider market

IPO activity tends to rise when stock prices are high and investors are eager. It tends to slow when markets are falling or uncertain. This is a general pattern, not a forecast tool.

The short version

This is general information, not investment advice.

Updated

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