IPO Glossary

An S-1 is the registration statement a U.S. company must file with the SEC before it can sell shares to the public for the first time. It discloses the business, its financials, risk factors, how the proceeds will be used, and who the major shareholders are. Companies often amend it (filed as S-1/A) as terms firm up before the offering prices — the original S-1 is usually the more substantive document, since amendments are frequently narrow restatements of one section.

An F-1 is the equivalent of an S-1 registration statement for a foreign private issuer listing on a U.S. exchange. It discloses largely the same information — business description, financials, risk factors, use of proceeds — but is used specifically when the filer is organized outside the United States.

The lead investment bank (or banks) managing an IPO's share allocation and pricing process, responsible for building the 'book' of investor demand during the roadshow. A deal can have several joint bookrunners; the lead bookrunner typically has the largest allocation and the most influence over final pricing.

A bank that commits to buying an issuer's shares at the offering price and reselling them to investors, taking on the risk that the shares don't sell at that price. Underwriters are compensated through a discount (a percentage of the offering size) and are named in every registration statement.

A contractual restriction, typically 90 to 180 days after an IPO, preventing existing shareholders (founders, employees, early investors) from selling their shares. It exists to prevent an immediate flood of selling pressure right after the stock starts trading; its expiration is often watched closely since it can increase available share supply.

A provision letting underwriters sell up to an additional 15% of shares beyond the original offering size, if demand is strong — named after Green Shoe Manufacturing, the first company to use it. It gives underwriters a tool to help stabilize the stock's price shortly after trading begins.

A way for a company to become publicly traded by listing its existing shares directly on an exchange, without underwriters selling newly issued shares at a fixed offering price. It skips the traditional roadshow and price-setting process; the opening trade price is instead set by an exchange auction matching real buy and sell orders.

A series of presentations company executives and underwriters give to institutional investors in the weeks before an IPO prices, pitching the business and gauging demand. Investor feedback from the roadshow directly informs where the final offer price range is set.

An SEC-mandated window (traditionally around the registration and offering process) during which a company and its underwriters must limit public statements about the business beyond what's in the official filing, to prevent hyping the stock outside the regulated disclosure process.

The initial estimated per-share price range a company and its underwriters set before the roadshow, based on comparable-company valuations and early investor feedback. It's refined (and can move up or down) as the roadshow progresses, before a single final offer price is set the night before trading begins.

The number of shares a company is selling in the offering, distinct from its total shares outstanding after the IPO. Multiplying shares offered by the offer price gives the offering's total size (before underwriting fees).

The total dollar value a company aims to raise in its IPO — shares offered multiplied by the offer price. It's typically disclosed as a range until the final price is set, and can be increased via the greenshoe option if demand is strong.

The stock symbol a company plans to trade under once listed, reserved with the exchange in advance. A reserved ticker does not mean a company is already publicly traded — SEC filings can carry a ticker weeks before the actual offering prices.

A blank-cheque shell company that raises money in its own IPO with no operating business of its own, for the sole purpose of later merging with (and taking public) a private company. DiscoverIPO deliberately excludes SPACs from its IPO listings, since a SPAC's own IPO isn't an operating business going public.

A further sale of shares by a company that is already publicly traded, as distinct from its original IPO. Already-public companies routinely file registration statements (including further S-1/A amendments) for secondary or shelf offerings — DiscoverIPO excludes these from its IPO listings, since they aren't a company's first time going public.

The legal disclosure document — part of the S-1 or F-1 registration statement — describing a company's business, financial condition, and the terms of its offering to prospective investors. It's the primary source document DiscoverIPO's AI-generated summaries are built from.

The section of a prospectus describing what a company intends to do with the money it raises in its offering — commonly working capital, debt repayment, research and development, or acquisitions. It's a required disclosure in every S-1/F-1 filing.

A mandatory section of a company's registration statement listing the specific risks that could materially affect its business, financial condition, or stock price — required by the SEC so investors see the company's own account of what could go wrong, not just the upside case.

Where an offering currently stands in its lifecycle — commonly Filed, Expected, Priced, or Withdrawn. Only exchange calendars publish this status directly; a bare SEC filing never states whether a deal has actually priced, which is why DiscoverIPO prefers exchange-sourced data for this field when both are available.

The unique identifier the SEC assigns to every company or individual that files with EDGAR, its electronic filing system. It stays the same across every filing a company ever makes, which is why DiscoverIPO uses it as the stable key for tracking a company across multiple filings over time.

A public company's total share count multiplied by its share price. It doesn't exist before a company actually prices its IPO — DiscoverIPO shows offer size and price range instead for not-yet-listed companies, since those are the figures genuinely published pre-listing.

A numeric code the SEC assigns to classify a company's primary line of business, used across its filings and public databases. DiscoverIPO maps SIC codes to a smaller set of broad sectors (Tech, Biotech, Energy, and others) for filtering purposes.

A list of upcoming or recently completed offerings published directly by a stock exchange (e.g. NYSE, Nasdaq, ASX, JPX), typically including deal terms an SEC filing alone doesn't disclose — price range, shares offered, and deal status. DiscoverIPO combines exchange calendars with SEC filings to give each tracked company the fullest available picture.

Another name for a SPAC — a company formed with no specified business operations, whose purpose is to raise capital in order to acquire an existing company. See SPAC.

A registration that lets an already-public company sell additional securities over time without filing a fresh registration statement for each sale. Like a secondary offering, this is not an IPO — DiscoverIPO excludes shelf-offering filings from its listings for the same reason.